TCR_Public/100222.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, February 22, 2010, Vol. 14, No. 52

                            Headlines


201 FOREST: Sec. 108(c) Didn't Render Mass. Mortgage Obsolete
237 BEEKAY INVESTMENTS: Voluntary Chapter 11 Case Summary
ACCURIDE CORP: Wins Court Confirmation of Reorganization Plan
ACCURIDE CORP: To Close Northern Indiana Factory
ACTIVECARE INC: Posts $1.26-Mil. Net Loss in Q1 Ended Dec. 31

ADEMIR PASCO: Case Summary & 20 Largest Unsecured Creditors
ADVANCED MICRO: Nicholas Donofrio Joins Compensation Panel
ADVANCED MICRO: Swings to $293 Mil. Net Income in Fiscal 2009
AEOLUS PHARMA: December 31 Balance Sheet Upside-Down by $17.7 Mln
AEROTHRUST CORP: Files Schedules of Assets and Liabilities

AINSWORTH LUMBER: BlackRock Reports 6.23% Equity Stake
AIRTRAN HOLDINGS: Faces $352-Mil. in CapEx, Debt & Lease Payments
AIRTRAN HOLDINGS: FMR, Fidelity Report 7.878% Equity Stake
AIRTRAN HOLDINGS: Goldman Sachs Reports 5% Equity Stake
AMACORE GROUP: Direct Medical Network Cancels Marketing Deal

AMACORE GROUP: Vicis Capital Reports 89.5% Equity Stake
AMBERTON APARTMENTS: Case Summary & 19 Largest Unsecured Creditors
AMERICAN SOIL: Could Not File Form 10-Q on Time
ARIQ RABADI: Case Summary & 12 Largest Unsecured Creditors
A.T. REYNOLDS: Mediation Refusal Results in Sanctions

AVAYA INC: Bank Debt Trades at 13% Off in Secondary Market
BAYSHORE REDMONT: Case Summary & 20 Largest Unsecured Creditors
BERRY PLASTICS: Has $29.2 Net Loss for Quarter Ended Jan. 2
BIG STUFF STORAGE: Case Summary & 8 Largest Unsecured Creditors
BLOCKBUSTER INC: In Talks with UK Landlords to Cut Store Numbers

BUILDERS FIRSTSOURCE: Narrows 2009 Annual Net Loss to $61.9MM
BURLINGTON COAT: Bank Debt Trades at 8% Off in Secondary Market
C2 MEDIA INC: Voluntary Chapter 11 Case Summary
CANWEST GLOBAL: Judge Rejects Catalyst Bid in Favor of Shaw
CAPRIUS INC: In Default Under Vintage Capital Loan Facility

CATHOLIC CHURCH: Greens Appeal Sale of Pilgrim's Springs
CATHOLIC CHURCH: Nagler Asks Spokane to Explain Payment Delays
CATHOLIC CHURCH: Future Claimants Want Spokane Plan Enforced
CATHOLIC CHURCH: District Court Orders Unsealing of Oregon Docs.
CENTRAL CROSSINGS: Case Summary & 12 Largest Unsecured Creditors

CERVANTES ORCHARDS: Section 341(a) Meeting Scheduled for March 11
CERVANTES ORCHARDS: Taps John Schultz for Stemilt Management Case
CERVANTES ORCHARDS: Wants Steven Sackmann as Bankr. Counsel
CERVANTES ORCHARDS: Wants to Use Cash Collateral
CHEMTURA CORP: Removes States in Legacy Liabilities Suit

CHEMTURA CORP: B. Martin, et al., Wants Class Claim Certified
CHEMTURA CORP: Objects to Sonneborn's $14.3 Million Claim
CHINA LOGISTICS: Amends Q3 2009 Report; Posts $253,759 Net Income
CHRISTOPHER MADARA: Voluntary Chapter 11 Case Summary
CINRAM INTL: Bank Debt Trades at 24% Off in Secondary Market

CITRUS 278: U.S. Trustee Unable to Form Creditors Committee
CLAIRE'S STORES: Bank Debt Trades at 20% Off in Secondary Market
CLEAR CHANNEL: Bank Debt Trades at 22% Off in Secondary Market
CLEARPOINT BUSINESS: ComVest Capital Acquires 51% Interests
COACHMEN INDUSTRIES: Revises Financial Results for 4th Qtr 2009

CORD BLOOD: Enable Capital No Longer Holds Stake
CORD BLOOD: Issues 363.6MM Shares to Tangiers to Raise Cash
CRYOPORT INC: Fiscal Q3 2009 Net Loss Hikes to $2.45 Million
CUONG VIET DO: Case Summary & 20 Largest Unsecured Creditors
DAVE'S HAY BARN: Voluntary Chapter 11 Case Summary

DENHAM HOMES: Amends List of Creditors
DEUCE INVESTMENTS: Files Schedules of Assets & Liabilities
DEUCE INVESTMENTS: Section 341(a) Meeting Scheduled for March 15
DEX MEDIA WEST: Bank Debt Trades at 4% Off in Secondary Market
DIAMOND DECISIONS: Section 341(a) Meeting Scheduled for March 18

DIAMOND DECISIONS: Union Bank Wants Ch. 11 Trustee to Run Estate
DIAMOND RANCH: Dec. 31 Balance Sheet Upside-Down by $4.13-Mil.
DOT VN: Member of Strategic Advisory Team Recognized for ICT Work
DUANE READE: S&P Puts 'B-' Rating on CreditWatch Positive
ELWOOD ENERGY: S&P Affirms 'BB' Rating on Senior Debt

ESA P PORTFOLIO: Voluntary Chapter 11 Case Summary
EXTENDED STAY: Five Mile Wants Reversal of Suit Transfer Denial
FAIRPOINT COMMS: Bank Debt Trades at 23% Off in Secondary Market
FELIX FHIMA: Case Summary & 11 Largest Unsecured Creditors
FLEXTRONICS INT'L: Bank Debt Trades at 3% Off in Secondary Market

FORD MOTOR: Bank Debt Trades at 7% Off in Secondary Market
FORTUNE INDUSTRIES: Earns $334,000 for 3 Months Ended Dec. 31
FREDDIE TARVER: Voluntary Chapter 11 Case Summary
FX REAL ESTATE: Sillerman, et al., Increase Equity Stake
GAMCO INVESTORS: Moody's Cuts Provisional Sub. Debt Shelf to Ba1

GATEHOUSE MEDIA: Bank Debt Trades at 54% Off in Secondary Market
GENERAL DATACOMM: Dec. 31 Balance Sheet Upside-Down by $41-Mil.
GENERAL GROWTH: Terms Too Restrictive, Simon Property Complains
GENERAL MOTORS: Outlines 5-Year EUR11-Bil. Opel Investment Plan
GENERAL MOTORS: Spyker Secures Financing for SAAB Deal

GENERAL MOTORS: GM, Treasury Yet to Decide on Whitacre Pay
GENERAL MOTORS: CEO Edward Whitacre to Be Paid $1.7-Mil. Annually
GENERAL MOTORS: Ex-CEO F. Henderson Hired as Consultant
GENTA INC: Arcus Ventures Fund Reports 3.0% Equity Stake
GENTA INC: Baker Bros. Report 9.9% Equity Stake

GENTA INC: BAM Opportunity Fund Reports 3.24% Equity Stake
GENTA INC: Cat Trail Private Equity Reports 10% Stake
GENTA INC: Tang Capital Partners Reports 9.9% Stake
GEORGE WASHINGTON SAVINGS: FirstMerit Bank Assumes All Deposits
GEORGINA RIGONAN: Case Summary & 19 Largest Unsecured Creditors

GLOBAL CONTAINER: Court Establishes March 12 as Claims Bar Date
GLOBAL CONTAINER: Seeks July 10 Extension of Plan Proposal Period
GLOBAL CROSSING: Incurs $141-Mil. Net Loss for 2009
GRAHAM PACKAGING: Severs Ties with Chief Human Resources Officer
GREEKTOWN HOLDINGS: Judge Shapero May Close Case in March

GREEKTOWN HOLDINGS: To Pay $16-Mil. to Detroit as Part of Deal
GREEKTOWN HOLDINGS: Wells Fargo Takes Over as Prepetition Agent
GREEN EARTH: Posts $3.36-Mil. Net Loss in Q2 Ended Dec. 31
HARRAH'S ENTERTAINMENT: HOC Bank Debt Trades at Less Than 1% Off
HEALTHSPRING INC: Moody's Assigns 'Ba3' Senior Secured Debt Rating

HIGHWAY 3 INVESTORS: Voluntary Chapter 11 Case Summary
HILTON WORLDWIDE: Finalizing Deal to Restructure $20 Billion Debt
HOMELAND SECURITY: Could Not File Form 10-Q on Timely Basis
HSBC BANK: Fitch Affirms Individual Rating at 'C/D'
HUTCH PROPERTIES: Case Summary & 1 Largest Unsecured Creditor

INN OF THE MOUNTAIN: Posts $3.0-Mil. Loss in Qtr. Ended Dec. 31
INTELSAT JACKSON: Bank Debt Trades at 9% Off in Secondary Market
INTERGRAPH CORP: Moody's Cuts Corp. Family Rating to 'B2'
INTERGRAPH CORP: S&P Rates Incremental Term Loan at 'BB-'
INTERNATIONAL LEASE: Fitch Cuts Issuer Default Rating to 'BB'

INTRAOP MEDICAL: Posts $2.1-Mil. Net Loss in Qtr. Ended Dec. 31
ISLE OF CAPRI: S&P Changes Outlook to Stable; Affirms 'B' Rating
JOHN MANEELY: Bank Debt Trades at 5% Off in Secondary Market
JOY GLOBAL: Judge Stark Narrows Evidence in Wisc. Dispute
LA COSTE NATIONAL: Closed; Community National Assumes All Deposits

LA JOLLA BANK: Closed; OneWest Bank Assumes All Deposits
LEHMAN BROTHERS: Chapter 11 Case Payroll Reaches $642 Million
LEHMAN BROTHERS: Wins Nod of Deal With Sumitomo on Loan Transfer
LEHMAN BROTHERS: Gives Consent on LNR Foreclosure on Property
LEHMAN BROTHERS: Appointed as Agent Under Construction Loan

LEHMAN BROTHERS: AHM Gets Lift Stay to Go On with Sale in Own Case
LEHMAN BROTHERS: LBI Gets $11-Mil. on TPF Deal
LEXINGTON OIL: Promissory Notes Recharacterized as Equity
LINK DEVELOPMENT: Gets Feb. 26 Extension for Filing of Schedules
LINK DEVELOPMENT: U.S. Trustee Wants 2nd Bankr. Case Dismissed

MARANI BRANDS: Reports $5.16 Million Profit in Q2 2009
MARCO COMMUNITY: Closed; Mutual of Omaha Assumes All Deposits
MEGA BRANDS: Says Business to Continue in Ordinary Course
MESA AIR: Proposes Protocol for Reclamation Claims
MESA AIR: To Sell Assets Under $750,000 in Ordinary Course

MESA AIR: Proposes Protocol for Settling De Minimis Claims
METRO-GOLDWYN-MAYER: Bank Debt Trades at 40% Off
MICHAELS STORES: Extends Maturity of $900 Million in Loans
MSGI SECURITY: Could Not File Form 10-Q for December 2009 on Time
MXENERGY HOLDING: Swings to $18.22MM Income in Dec. 31 Quarter

NATIONAL BEEF: S&P Raises Corporate Credit Rating to 'BB-'
NBTY INC: Moody's Changes Outlook to Positive; Keeps 'Ba2' Ratings
NEIMAN MARCUS: Bank Debt Trades at 11% Off in Secondary Market
NEVIOT REALTY: Section 341(a) Meeting Scheduled for March 19
NEW ORIENTAL: Posts $1.6-Mil. Net Loss in Q3 Ended Dec. 31

NIELSEN COMPANY: Bank Debt Trades at 5% Off in Secondary Market
NOAH LLC: Case Summary & 3 Largest Unsecured Creditors
NORTH BAY: Files Schedules of Assets & Liabilities
NORTH BAY: Section 341(a) Meeting Scheduled for April 8
NORTH BAY: Gets Interim OK to Hire Shumaker Loop as Bankr. Counsel

NORTHERN 120: Unsecured Claims Get Pro Rata Share from Funding
NOWAUTO GROUP: Could Not File Dec. 31 Quarter Report on Time
OMNIRELIANT HOLDINGS: Posts $4.98-Mil. Net Loss in Q2 Ended Dec 31
ORLEANS HOMEBUILDERS: Defaults on $350-Mil. Credit Facility
OSI RESTAURANT: Bank Debt Trades at 12% Off in Secondary Market

OTTER TAIL: Earns $4.6 Million in Q1 Ended December 31
PALISADES PARK: PRIF & P II Wants to Bar Cash Collateral Use
PARK SHOPPING: Case Summary & 16 Largest Unsecured Creditors
PATIENT SAFETY: Registers 6.15MM Shares Under Option Plan, Deals
PATRICA LUNSFORD: Case Summary & 20 Largest Unsecured Creditors

PCS EDVENTURES: Posts $560,835 Net Loss in Q3 Ended Dec. 31
PENTON BUSINESS: Terms of Prepackaged Plan of Reorganization
PEOPLES PETROLEUM GROUP: Case Summary & 8 Largest Unsec. Creditors
PHOENIX WORLDWIDE: March 8 Hearing Set for C3 Capital Cash Access
PHOENIX WORLDWIDE: Court Extends Plan Filing Period Until March 26

PNM RESOURCES: Fitch Affirms Issuer Default Rating at 'BB'
PORT BARRE: S&P Affirms 'B' Rating on $185 Mil. Facilities
PREFERRED VOICE: Dec. 31 Balance Sheet Upside-Down by $430,000
PURPLE COMMS: Sept. 30 Balance Sheet Upside-Down by $68.5-Mil.
RAHAXI INC: Could Not Timely File Fiscal Q2 Report

RAPID LINK: KBA Group Raises Substantial Doubt
REALOGY CORP: Net Loss Down to $262-Million in 2009
REALOGY CORP: Bank Debt Trades at 12% Off in Secondary Market
REGAL ENTERTAINMENT: Dec. 31 Balance Sheet Upside Down by $246MM
REHABCARE GROUP: Bank Debt Trades at less Than 1% Off

REICHHOLD INDUSTRIES: Moody's Gives Stable Outlook; Keeps Ratings
SECUREALERT INC: Posts $5.5-Mil. Net Loss in Q1 Ended Dec. 31
SHERWOOD FARMS: Taps Latham Shuker to Handle Reorganization Case
SIX FORKS LHDH: Case Summary & 20 Largest Unsecured Creditors
SOUTHPEAK INTERACTIVE: Incurs $2.6-Mil. Loss in Q2 for Fiscal 2010

SPANSION INC: Reaches Settlement with Ex-Employees on Class Suit
STANDARD FORWARDING: Cash Collateral Hearing Set for February 24
STAR I LLC: Case Summary & 3 Largest Unsecured Creditors
STARPOINTE ADERRA: Court Approves Sale of 3 Condominium Units
STATION CASINOS: Hearing on Fee Applications on February 25

STATION CASINOS: Meeting of GV Ranch Creditors on March 22
SUN-TIMES MEDIA: Court Appoints Fee Examiner
SWIFT TRANSPORTATION: Bank Debt Trades at 7% Off
TAMPA FORK LIFT: Case Summary & 20 Largest Unsecured Creditors
TELIPHONE CORP: Earns $143,807 in 1st Qtr. Ended December 31

TEXAS WYOMING: Causes of Action Preserved Under Plan
THREE-FIVE SYSTEMS: Sets Final Liquidating Payment on February 24
TLC VISION: Amended Plan Promises to Return 100% to Unsecureds
TLC VISION: Creditors Have Until March 22 to File Proofs of Claim
TLC VISION: Files Schedules of Assets and Liabilities

TRIBUNE CO: Bank Debt Trades at 40% Off in Secondary Market
UNI IMAGING: MRI Lease Was Not a Disguised Financing Deal
US CONCRETE: Hires Kirkland, Lazard & Alix for Restructuring
US FOODSERVICE: Bank Debt Trades at 14% Off in Secondary Market
UNISYS CORPORATION: Board Names Paul Weaver as Director

UNITED ENERGY: Posts $563,494 in Q3 Ended December 31
US TELEPACIFIC: S&P Raises Corporate Credit Rating to 'B-'
USEC INC: Committee Approves Changes to Annualized Award Levels
USEC INC: Joseph Paquette to Retire as Director
VALCOM INC: Posts $1.6 Million Net Loss in Fiscal Year 2009

VALUE CITY: Unsecured Claims to Get Pro Rata Share from Fund
VERECLOUD INC: Posts $189,700 Net Loss in Q2 Ended Dec. 31
VIANT HOLDINGS: S&P Keeps 'B' Counterparty Credit Rating
VITESSE SEMINCONDUCTOR: Inks New Employment Contract with Gardner
WEST CORP: Bank Debt Trades at 3% Off in Secondary Market

WESTERN REFINING: Bank Debt Trades at 9% Off in Secondary Market
WHOLE FOODS: S&P Changes Outlook to Positive; Affirms 'BB-' Rating
WINDMILL MARKET: Case Summary & 4 Largest Unsecured Creditors
ZAYAT STABLES: Gets Interim Nod to Use Cash Collateral
ZAYAT STABLES: Wants to Obtain DIP Financing From Sherif El Zayat

ZENAIDA MASACAYAN POSTOLICA: Voluntary Chapter 11 Case Summary

* 2010 Bank Closings Now at 20 After 4 Banks Shuttered Friday

* BOND PRICING -- For the Week From February 15 to 19, 2010


                            *********



201 FOREST: Sec. 108(c) Didn't Render Mass. Mortgage Obsolete
-------------------------------------------------------------
WestLaw reports that where, due to the debtor-mortgagor's Chapter
11 filing prior to expiration of the five-year statutory term
following the maturity date of the mortgage on its real property,
the mortgagee was prohibited by the automatic stay from enforcing
its rights by initiating a civil foreclosure action, 11 U.S.C.
Sec. 108(c), the section of the Bankruptcy Code governing
extension of time, extended the time within which the mortgagee
could initiate such an action, such that the mortgage was not
discharged by operation of the Massachusetts Obsolete Mortgages
Statute.  The fact that the mortgagee might have extended the
length of time its mortgage remained viable through an alternative
method, that is, by filing an affidavit in the appropriate
registry of deeds, did not change the result, the First Circuit's
Bankruptcy Appellate Panel reasoned.  In re 201 Forest Street,
LLC, --- F.3d ----, 2010 WL 367558 (1st Cir.).

Because the debtor's bankruptcy filing prevented LBM Financial
LLC, the Mortgagee, from enforcing its rights by commencing a
civil action to foreclose its mortgage, the First Circuit B.A.P.
held that Sec. 108(c) operates to extend the time within which LBM
can initiate a foreclosure proceeding.

As related in the Troubled Company Reporter related on Aug. 3,
2009, the U.S. Bankruptcy Court for the District of Delaware ruled
that LBM's claim would be equitably subordinated to all of the
debtor's unsecured creditors.

Headquartered in Marlborough, Mass., 201 Forest Street LLC filed
a Chapter 11 petition (Bankr. D. Mass. Case No. 07-42296) on
June 19, 2007.  Christian J. Urbano, Esq., Christopher M. Condon,
Esq., and D. Ethan Jeffery, Esq., at Hanify & King PC represent
the Debtor in its restructuring efforts.  When 201 Forest sought
protection from its creditors, it estimated its assets and debts
at $1 million to $100 million.


237 BEEKAY INVESTMENTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: 237 Beekay Investments, Inc.
        1200 West Street Road
        West Chester, PA 19382

Bankruptcy Case No.: 10-11139

Chapter 11 Petition Date: February 18, 2010

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

Judge: Bruce I. Fox

Debtor's Counsel: John A. Gagliardi, Esq.
                  Swartz Campbell LLC
                  One S. Church St., Ste. 400
                  West Chester, PA 19382
                  Tel: (610) 692-9500
                  Fax: (610) 692-4936
                  Email: jgagliardi@swartzcampbell.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 Carl DiPiazza, president/director/sole
shareholder of the Company.


ACCURIDE CORP: Wins Court Confirmation of Reorganization Plan
-------------------------------------------------------------
Accuride Corporation disclosed that the United States Bankruptcy
Court for the District of Delaware has confirmed the Company's
Plan of Reorganization.

"The reorganization plan will allow Accuride to emerge from
Chapter 11, after only five months, with the financial flexibility
necessary to ensure the continued pursuit of our strategic
objectives," said Bill Lasky, Accuride's President, CEO, and
Chairman of the Board.  "This new capital structure, coupled with
the significant operational restructuring initiatives we have
implemented, will position the Company for future growth and the
continued leadership of our brands."

Accuride expects the Plan to become effective on or about February
26, 2010, once all closing conditions have been met.

"We are extremely grateful for the loyalty and support of our
customers, suppliers, and lenders as we moved through the
restructuring process," added Mr. Lasky.  "I cannot speak highly
enough of our team members whose dedication ensured the continued
safe production and on-time delivery of quality product, allowing
the Company to maintain strong customer relationships, secure new
business, and introduce new products to the market."

On October 8, 2009, Accuride's U.S. entities filed a voluntary
petition for protection under Chapter 11 of the U.S. Bankruptcy
Code in the District of Delaware.  Additional information
surrounding the Company's restructuring, including copies of the
Plan and Confirmation Order, is available at
http://www.accurideinfo.com.

                   About Accuride Corp.

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

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

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

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


ACCURIDE CORP: To Close Northern Indiana Factory
------------------------------------------------
The Associated Press reports that Accuride Corp. is shutting down
a northern Indiana factory that makes truck parts.  The AP, which
cited Accuride spokeswoman Eva Schmitz as saying, reports that
about 225 people will lose their jobs May 1, when Accuride's
Gunite Corp. factory in Elkhart will be closed.  Production will
be moved to factories in Rockford, Ill., and Brillon, Wis.

According to the AP, the Elkhart factory makes wheel systems and
components for heavy-duty and medium-duty trucks.  It had some 500
workers until job cuts began in 2006.

                       About Accuride Corp.

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

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

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

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


ACTIVECARE INC: Posts $1.26-Mil. Net Loss in Q1 Ended Dec. 31
-------------------------------------------------------------
ActiveCare, Inc., reported a net loss of $1,262,076 on total
revenues of $112,855 for the three months ended December 31, 2009,
compared with a net loss of $346,909 on total revenues of $104,307
for the same period of 2008.

During the three months ended December 31, 2009, selling, general
and administrative expenses totaled $1,030,332, compared to
$249,005 in 2008.

At December 31, 2009, the Company's consolidated balance sheets
showed $1,408,600 in total assets and $2,278,004 in total
liabilities, resulting in a $869,404 stockholders' deficit.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $374,225 in total current
assets available to pay $2,278,004 in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?53b5

The Company incurred a net loss and has negative cash flows from
operating activities for the years ended September 30, 2009, and
2008, and for the period ended December 31, 2009.  "These factors
raise substantial doubt about the Company's ability to continue as
a going concern," ActiveCare said in the regulatory filing.

                      About ActiveCare Inc.

ActiveCare, Inc., manufactures and sells medical diagnostic stains
and equipment to laboratories throughout the United States.  The
Company was formerly known as Volu-Sol Reagents Corp. and changed
its name in July 2009.  ActiveCare, Inc. was founded in 1998 and
is based in Salt Lake City, Utah.  ActiveCare, Inc., is a former
subsidiary of Remote Mdx Inc.


ADEMIR PASCO: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Joint Debtors: Ademir Pasco
               Rachel Pasco
               667 Glenmore Blvd
               Glendale, CA 91206

Bankruptcy Case No.: 10-15866

Chapter 11 Petition Date: February 18, 2010

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

Judge: Thomas B. Donovan

Debtors' Counsel: Michael J. Jaurigue, Esq.
                  Law Offices of Michael J. Jaurigue
                  411 N Central Ave., Ste 310
                  Glendale, CA 91203
                  Tel: (818) 432-3220
                  Email: michael@loomj.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/cacb10-15866.pdf

The petition was signed by the Joint Debtors.


ADVANCED MICRO: Nicholas Donofrio Joins Compensation Panel
----------------------------------------------------------
Advanced Micro Devices, Inc., disclosed that its board of
directors appointed Nicholas M. Donofrio to the Compensation
Committee of the Board, effective February 16, 2010.

Mr. Donofrio was appointed to the Company's Board effective
November 16, 2009.  He was also appointed to the Nominating and
Corporate Governance Committee of the Board.

                   About Advanced Micro Devices

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

                           *     *     *

As reported by the Troubled Company Reporter on October 7, 2009,
Standard & Poor's Ratings Services affirmed Advanced Micro's
'CCC+' corporate credit rating and revised its outlook to positive
from negative.  The rating reflects AMD's inconsistent and weak
operating profitability, its challenged market position in
microprocessers and uncertainties with respect to ongoing disputes
with Intel Corp. (A+/Stable/A-1+).


ADVANCED MICRO: Swings to $293 Mil. Net Income in Fiscal 2009
-------------------------------------------------------------
Advanced Micro Devices, Inc., swung to a $293 million net income
for the fiscal year ended December 26, 2009, after posting net
losses in 2006, 2007 and 2008.  AMD reported a net loss of
$3.096 billion in fiscal 2008; $3.359 billion in fiscal 2007; and
$138 million in fiscal 2006.

AMD said net revenue was $5.403 billion in fiscal 2009, from
$5.808 billion in fiscal 2008.

As of December 26, 2009, the Company had total assets of
$9.078 billion against total current liabilities of
$2.210 billion; deferred income taxes of $197 million; long-term
debt and capital lease obligations, less current portion of
$4.252 billion; other long-term liabilities of $695 million; and
noncontrolling interest of $1.076 billion; resulting in
stockholders' equity of $648 million.

As of September 26, 2009, AMD had $8.74 billion in total assets
against total current liabilities of $2.07 billion, deferred
income taxes of $243 million, long-term debt and capital lease
obligations, less current portion of $5.27 billion, other long-
term liabilities of $645 million, noncontrolling interest of
$1.07 billion; resulting in stockholders' deficit of $569 million.

AMD said as of December 26, 2009, cash, cash equivalents and
marketable securities balances were $2.7 billion, which included
$904 million of GLOBALFOUNDRIES, Inc.'s cash and cash equivalents.
GF is a manufacturing joint venture formed in March 2009 by AMD,
Advanced Technology Investment Company LLC, and West Coast Hitech
L.P.  GF manufactures semiconductor products and provides certain
foundry services to AMD.

Taking into account the 2010 deconsolidation of GF, AMD believes
that cash, cash equivalents and marketable securities balances as
of December 26, 2009, anticipated cash flow from operations and
available external financing will be sufficient to fund
operations, including capital expenditures of $160 million over
the next 12 months related to, among other things, IT, AMD's
assembly and test facilities and investments supporting research
and development efforts, including AMD Fusion product development.
In addition, AMD's debt and capital lease obligations as of
December 26, 2009, were $4.7 billion, of which $2.0 billion
represented GF obligations.  AMD said in 2009, without taking into
account GF's indebtedness, it reduced its debt by $1.2 billion.

A full-text copy of AMD's annual report on Form 10-K is available
at no charge at http://ResearchArchives.com/t/s?53a8

                   About Advanced Micro Devices

Headquartered in Sunnyvale, California, Advanced Micro Devices
Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative
processing solutions in the computing, graphics and consumer
electronics markets.

                           *     *     *

As reported by the Troubled Company Reporter on October 7, 2009,
Standard & Poor's Ratings Services affirmed Advanced Micro's
'CCC+' corporate credit rating and revised its outlook to positive
from negative.  The rating reflects AMD's inconsistent and weak
operating profitability, its challenged market position in
microprocessers and uncertainties with respect to ongoing disputes
with Intel Corp. (A+/Stable/A-1+).


AEOLUS PHARMA: December 31 Balance Sheet Upside-Down by $17.7 Mln
-----------------------------------------------------------------
Aeolous Pharmaceuticals, Inc.'s consolidated balance sheets at
December 31, 2009, showed total assets of $1,930,000 and total
liabilities of $19,586,000, resulting in a $17,656,000
shareholders' deficit.

The Company reported a net loss of $15,276,000 for the three
months ended December 31, 2009, compared with a net loss of
$459,000 for the same period of 2008.

During the three months ended December 31, 2009, the Company
incurred a charge of $13,860,000 related to non-cash financing
charges and the change in fair value of warrants.

The Company incurred net interest expense of $826,000 for the
three months ended December 31, 2009, compared to net interest
expense of $100,000 for the three months ended December 31, 2008.
The current quarter expense reflects $808,000 in charges as a
result of the conversion of the Senior Convertible Notes on
October 6, 2009.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?53da

                       Going Concern Doubt

The Company has incurred significant losses from operations of
$590,000 and $2,003,000, and cash outflows from operations of
$389,000 and $1,923,000, for the three months ended December 31,
2009, and for the fiscal year ended September 30, 2009,
respectively.  The Company expects to incur additional losses and
negative cash flow from operations during the remainder of fiscal
year 2010 and for several more years.

Management believes the Company has adequate financial resources
to conduct operations into the third quarter of fiscal year 2010.

"This raises substantial doubt about our ability to continue as a
going concern, which will be dependent on our ability to generate
sufficient cash flows to meet our obligations on a timely basis,
to obtain additional financing and, ultimately, to achieve
operating profits."

                   About Aeolus Pharmaceuticals

Based in Mission Viejo, California, Aeolus Pharmaceuticals Inc.
(OTC BB: AOLS) -- http://www.aeoluspharma.com/-- is developing a
variety of therapeutic agents based on its proprietary small
molecule catalytic antioxidants, with AEOL 10150 being the first
to enter human clinical evaluation.  AEOL 10150 is a patented,
small molecule catalytic antioxidant that mimics and thereby
amplifies the body's natural enzymatic systems for eliminating
reactive oxygen species, or free radicals.  Studies funded by the
National Institutes for Health are currently underway evaluating
AEOL 10150 as a treatment for exposure to radiation, sulfur
mustard gas and chlorine gas.  A second compound, AEOL 11207, has
demonstrated efficacy in animal models of Parkinson's disease and
is currently being evaluated as a potential treatment for
epilepsy.


AEROTHRUST CORP: Files Schedules of Assets and Liabilities
----------------------------------------------------------
AeroThrust Corporation filed with the U.S. Bankruptcy Court for
the District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $35,387,461
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $15,720,574
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $10,895,128
                                 -----------      -----------
        TOTAL                    $35,387,461      $26,615,702

Miami, Florida-based AeroThrust Corporation provides engine
repair, maintenance and overhaul of the CFM56 and JT8D engines.
AeroThurst is 100% owned by Windstar Capital LLC, a Los Angeles-
based company that bought it from Saab AB for $50.1 million in
2001.  The Company filed for Chapter 11 bankruptcy protection on
December 27, 2009 (Bankr. D. Del. Case No. 09-14541).  Its
affiliate, AeroThrust Engine Leasing Holding Company, LLC, also
filed a Chapter 11 bankruptcy petition.  AeroThurst holds a 51%
interest in AeroThrust Leasing Holding LLC.  Thomas F. Driscoll,
III, Esq., at Bifferato LLC, assists the Debtors in their
restructuring effort.  In its bankruptcy petition, AeroThrust
Corp. estimated assets its at $50,000,001 to $100,000,000 and its
debts at $10,000,001 to $50,000,000.  The Company owes
$11.6 million to secured lender PNC Bank.


AINSWORTH LUMBER: BlackRock Reports 6.23% Equity Stake
------------------------------------------------------
BlackRock Inc. disclosed that as of December 31, 2009, it may be
deemed to beneficially own 5,599,586 shares or roughly 6.23% of
the common stock of Ainsworth Lumber Co. Ltd.

On June 17, 2008, the Company unveiled a proposed recapitalization
transaction to help reduce liquidity risks.  The recapitalization
was intended to significantly reduce long-term debt and annual
interest expense, and inject additional cash in the Company.
Management said the debt reduction and capital infusion will
improve the Company's ability to manage its liquidity and the
effects of the ongoing downturn in the U.S. housing market.  The
Company had warned that in the event that this transaction is not
approved by the Courts, it may not be able to continue as a going
concern.

The Company last filed reports with the U.S. Securities and
Exchange Commission in July 2008.  At June 30, 2008, the Company
had total assets of C$1,040,735,000, and total debt of
C$1,001,403,000, resulting in shareholders' deficiency of
C$110,357,000.

In August 2009, Standard & Poor's Ratings Services affirmed its
ratings, including the 'B-' long-term corporate credit rating, on
Ainsworth Lumber.  S&P revised the recovery rating on Ainsworth's
'B-' rated unsecured debt to '4' from '3'.  A '4' recovery rating
represents an average (30%-50%) recovery in a default scenario.

S&P lowered the recovery rating on the unsecured debt to reflect a
higher unsecured debt amount outstanding at default than S&P
previously assumed due to the payment-in-kind feature on this
debt.  The recovery rating on the 'B+' rated senior secured notes
was unchanged at '1', indicating an expectation of very high (90%-
100%) recovery in the event of default.

"The ratings on Ainsworth reflect S&P's view of the company's
exposure to the volatile oriented strandboard market, expectations
of weak profitability until 2011, and a highly leveraged capital
structure," said Standard & Poor's credit analyst Jatinder Mall.
"We believe these risks are partially mitigated by the company's
low cost position stemming from strong Canadian assets and what
S&P consider adequate liquidity to weather weak industry
conditions in the next two years," Mr. Mall added.

Ainsworth is an oriented strandboard producer in North America
with operations in Canada and the U.S.  With the closure and
curtailments of capacity, the company's total annual capacity is
about 1.6 billion square feet of OSB.


AIRTRAN HOLDINGS: Faces $352-Mil. in CapEx, Debt & Lease Payments
-----------------------------------------------------------------
AirTran Holdings Inc. said in a regulatory filing with the
Securities and Exchange Commission it will need cash for capital
expenditures and debt and capital lease obligations during 2010:

     $20 million -- Anticipated expenditures for acquisition of
                    property and equipment, other than aircraft
                    and aircraft parts

     $50 million -- Scheduled payments related to aircraft
                    purchase commitments

  $282.1 million -- Payments of current maturities of existing
                    debt and capital lease obligations, including
                    payment of $125 million previously borrowed
                    under its revolving line of credit facility
                    and which was repaid as of February 1, 2010.
                    Maturities of debt amount also include the
                    $95.8 million assumed effect of all holders of
                    its 7.0% convertible notes exercising their
                    option to require the Company to repurchase
                    the notes in 2010.

AirTran said it may also need cash resources to fund increases in
collateral provided to counterparties to its derivative financial
arrangements and its cash flows may be adversely impacted in the
event that one or more credit card processors withholds amounts
that would otherwise be remitted to the Company.  AirTran provides
counterparties to its derivative financial instrument arrangements
with collateral when the fair value of its obligation exceeds
specified amounts.  As of December 31, 2009, AirTran provided
counterparties with collateral aggregating $15.0 million.

"We believe we have options available to meet our debt repayment,
capital expenditure needs, and operating commitments; such options
may include internally generated funds as well as various
financing or leasing options, including the sale, lease, or
sublease of our aircraft or other assets.  Additionally, we have a
$125 million revolving line of credit facility, under which $125
million and zero borrowings were outstanding as of December 31,
2009 and February 1, 2010, respectively," AirTran said in a Form
10-K filing with the Commission.

AirTran, however, cautioned its future financing options may be
limited because its owned aircraft are pledged to the lenders that
provided financing to acquire such aircraft, and AirTran has
pledged a significant portion of its owned assets, other than
aircraft and engines, to collateralize obligations under its
Credit Facility.

AirTran posted net income of $134,662,000 for the year ended
December 31, 2009, from a net loss of $266,334,000 in 2008.  At
December 31, 2009, AirTran had $2,284,172,000 in total assets,
including cash and cash equivalents of $542,619,000; against total
current liabilities of $726,539,000, long-term capital lease
obligations of $14,806,000, long-term debt of $917,122,000, other
liabilities of $111,760,000, deferred income taxes of $4,206,000,
and derivative financial instruments of $7,796,000; resulting in
stockholders' equity of $501,943,000.

"We believe that our existing liquidity and forecasted 2010 cash
flows will be sufficient to fund our operations and other
financial obligations in 2010," AirTran said.

AirTran expects to face challenges during 2010.  "Managing costs
and increasing unit revenues in the face of volatile fuel costs
and a weak economy will continue to be a primary focus.  Fuel
prices remain volatile and may again increase in 2010.
Additionally, the pace and extent of the recovery of airline
industry revenue are uncertain," AirTran explained.

AirTran pilots' collective bargaining agreement became amendable
in 2005 and is currently in mediation.  The flight attendants'
collective bargaining agreement became amendable in December 2008
and is currently the subject of negotiation.  AirTran said the
impact on operating results of any new collective bargaining
agreement is not known.

Compared to 2009, AirTran expects its capacity, as measured by
available seats miles (ASMs), to increase by seven to eight
percent for the first quarter and to increase by three to four
percent for 2010 as a whole.  AirTran also expects its first
quarter total revenue per ASM to increase by 2-1/2% to 3-1/2%
compared to the first quarter of 2009.  AirTran projects its unit
non-fuel costs per ASM to increase by 2-1/2% to 3% for the first
quarter and to increase by 3% to 4% for 2010 as a whole.

AirTran anticipates that its 2010 non-fuel unit operating costs
will increase due to: increases in aircraft maintenance costs,
higher employee compensation costs due to higher wage rates
attributable to higher average employee seniority and wage scales,
increased revenue related costs, and higher airport rents and
landing fees.  The increased aircraft maintenance costs will be
due to the aging of each of the Company's aircraft types and a
contractual cost increase for B717 engine repairs.

Air travel in AirTran's markets tends to be seasonal, with the
highest levels occurring during the winter months to Florida and
the summer months to the Northeastern and Western United States.
The second quarter tends to be AirTran's strongest revenue
quarter.

A full-text copy of AirTran's Annual Report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?53dc

On February 4, 2010, AirTran management conducted a presentation
at the Raymond James 2010 Growth Airline Conference.  Copies of
the presentation slides are available at no charge at
http://ResearchArchives.com/t/s?53dd

                           About AirTran

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is the
parent company of AirTran Airways, which has been ranked the
number one low-cost carrier in the Airline Quality Rating study
for the past two years.  AirTran is the only major airline with
Wi-Fi on every flight and offers coast-to-coast service on North
America's newest all-Boeing fleet.  Its low-cost, high-quality
product also includes assigned seating, Business Class and
complimentary XM Satellite Radio on every flight.

                          *     *     *

As reported by the Troubled Company Reporter on December 28, 2009,
Moody's Investors Service raised its ratings of AirTran Holdings'
corporate family and probability of default ratings each to Caa1
from Caa2.  Moody's also affirmed the Caa3 rating on the
Convertible Senior Unsecured Notes due 2023, the SGL-3 Speculative
Grade Liquidity rating and the B1, Caa1 and Caa2 ratings on each
of the Class A, Class B, and Class C tranches, respectively of
AirTran's 1999-1 Enhanced Equipment Trust Certificates.  Moody's
changed the outlook to positive.

The Caa1 Corporate Family rating considers the still high leverage
and AirTran's exposure to cyclical risks in the airline industry.
Moody's anticipates that AirTran could generate positive free cash
flow in 2010 because of improving cash flow from operations and
lower aircraft capital expenditures relative to 2009.  However,
scheduled payments for aircraft materially increase in 2011 to
$270 million, which could temper continued improvements in credit
metrics if operating cash flows do not increase commensurately
with this step-up in capital investment.

The TCR said on July 10, 2009, Standard & Poor's Ratings Services
affirmed the airline's corporate credit rating at CCC+/Stable/--.


AIRTRAN HOLDINGS: FMR, Fidelity Report 7.878% Equity Stake
----------------------------------------------------------
FMR LLC disclosed that it may be deemed to beneficially own
10,677,426 shares or roughly 7.878% of the common stock of AirTran
Holdings Inc.

Fidelity Management & Research Company, 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
10,611,809 shares or 7.830% of the common stock outstanding of
AirTran 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
AirTran owned by the investment companies at December 31, 2009,
included 899,281 shares of Common Stock resulting from the assumed
conversion of $10,000,000 principal amount of AIRTRAN HLDGS CV 7%
7/01/23 (89.9281 shares of Common Stock for each $1,000 principal
amount of debenture).  The number of AirTran shares owned by the
investment companies at December 31, 2009, included 8,202 shares
resulting from the assumed conversion of $50,000 principal amount
of AIRTRAN HLDGS CV 5.25% 11/1/16 (164.042 shares of Common Stock
for each $1,000 principal amount of debenture).

                           About AirTran

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is the
parent company of AirTran Airways, which has been ranked the
number one low-cost carrier in the Airline Quality Rating study
for the past two years.  AirTran is the only major airline with
Wi-Fi on every flight and offers coast-to-coast service on North
America's newest all-Boeing fleet.  Its low-cost, high-quality
product also includes assigned seating, Business Class and
complimentary XM Satellite Radio on every flight.

                          *     *     *

As reported by the Troubled Company Reporter on December 28, 2009,
Moody's Investors Service raised its ratings of AirTran Holdings'
corporate family and probability of default ratings each to Caa1
from Caa2.  Moody's also affirmed the Caa3 rating on the
Convertible Senior Unsecured Notes due 2023, the SGL-3 Speculative
Grade Liquidity rating and the B1, Caa1 and Caa2 ratings on each
of the Class A, Class B, and Class C tranches, respectively of
AirTran's 1999-1 Enhanced Equipment Trust Certificates.  Moody's
changed the outlook to positive.

The Caa1 Corporate Family rating considers the still high leverage
and AirTran's exposure to cyclical risks in the airline industry.
Moody's anticipates that AirTran could generate positive free cash
flow in 2010 because of improving cash flow from operations and
lower aircraft capital expenditures relative to 2009.  However,
scheduled payments for aircraft materially increase in 2011 to
$270 million, which could temper continued improvements in credit
metrics if operating cash flows do not increase commensurately
with this step-up in capital investment.

The TCR said on July 10, 2009, Standard & Poor's Ratings Services
affirmed the airline's corporate credit rating at CCC+/Stable/--.



AIRTRAN HOLDINGS: Goldman Sachs Reports 5% Equity Stake
-------------------------------------------------------
Goldman Sachs Asset Management, L.P., and GS Investment
Strategies, LLC, disclosed that as of December 31, 2009, they may
be deemed to hold 6,725,597 shares or roughly 5.0% of the common
stock of AirTran Holdings Inc.

                           About AirTran

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- a Fortune 1000 company, is the
parent company of AirTran Airways, which has been ranked the
number one low-cost carrier in the Airline Quality Rating study
for the past two years.  AirTran is the only major airline with
Wi-Fi on every flight and offers coast-to-coast service on North
America's newest all-Boeing fleet.  Its low-cost, high-quality
product also includes assigned seating, Business Class and
complimentary XM Satellite Radio on every flight.

                          *     *     *

As reported by the Troubled Company Reporter on December 28, 2009,
Moody's Investors Service raised its ratings of AirTran Holdings'
corporate family and probability of default ratings each to Caa1
from Caa2.  Moody's also affirmed the Caa3 rating on the
Convertible Senior Unsecured Notes due 2023, the SGL-3 Speculative
Grade Liquidity rating and the B1, Caa1 and Caa2 ratings on each
of the Class A, Class B, and Class C tranches, respectively of
AirTran's 1999-1 Enhanced Equipment Trust Certificates.  Moody's
changed the outlook to positive.

The Caa1 Corporate Family rating considers the still high leverage
and AirTran's exposure to cyclical risks in the airline industry.
Moody's anticipates that AirTran could generate positive free cash
flow in 2010 because of improving cash flow from operations and
lower aircraft capital expenditures relative to 2009.  However,
scheduled payments for aircraft materially increase in 2011 to
$270 million, which could temper continued improvements in credit
metrics if operating cash flows do not increase commensurately
with this step-up in capital investment.

The TCR said on July 10, 2009, Standard & Poor's Ratings Services
affirmed the airline's corporate credit rating at CCC+/Stable/--.


AMACORE GROUP: Direct Medical Network Cancels Marketing Deal
------------------------------------------------------------
The Amacore Group, Inc., disclosed that on February 16, 2010, the
Marketing Agreement dated November 7, 2006, between U.S. Health
Benefits Group, Inc., the company's wholly owned subsidiary, and
Direct Medical Network Solutions, Inc., was terminated by USHBG
for cause.  The Company is currently seeking to develop a
relationship with an alternate health benefits membership
organization.

                      About Amacore Group

Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) --
http://www.amacoregroup.com/-- provides health-related membership
benefit programs, insurance programs, and other innovative and
high-quality solutions to individuals, families and employer
groups nationwide.

Through its wholly owned subsidiary, LifeGuard Benefit Solutions
Inc., Amacore has the ability to provide administrative and back-
office services to other healthcare companies in addition to
expanding its own call center capability through its wholly owned
subsidiary, JRM Benefits Consultants LLC and US Heath Benefits
Group Inc., a call center-based marketing company.  Zurvita Inc.,
Amacore's newly formed, wholly owned subsidiary specializing in
direct to consumer multi-level marketing, provides yet another
channel for Amacore's ever-increasing range of healthcare and
healthcare-related products.

At September 30, 2009, the Company had $17,631,062 in total assets
against $21,817,237 in total liabilities and $1,211,000 in
Redeemable preferred stock -- Zurvita Holdings.  At September 30,
the Company had accumulated deficit of $129,443,586 and
stockholders' deficit of $5,397,175.

                      Going Concern Doubt

McGladrey & Pullen, LLP, in Ft. Lauderdale, raised substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial results for the year
ended December 31, 2008.  The auditors pointed that the Company
has suffered recurring losses from operations and has negative
working capital.

According to the Company's Form 10-Q report for the period ended
September 30, 2009, filed with the Securities and Exchange
Commission, the Company is in default under:

     -- a Promissory notes payable to investors and shareholders;
        bearing interest ranging from 8% to 10% per annum; due
        December 2006.  About $415,000 was due under the notes
        payable as of September 30;

     -- a Convertible promissory note payable to investor; bearing
        interest at 7.5% per annum; due December 2006.  About
        $100,000 was due under the notes payable as of
        September 30;

     -- a Promissory notes payable to investors and shareholders;
        bearing interest of 1.53% per annum; due through June
        2004, increasing to 15% thereafter.  About $114,950 was
        due under the notes payable as of September 30.


AMACORE GROUP: Vicis Capital Reports 89.5% Equity Stake
-------------------------------------------------------
Vicis Capital LLC disclosed that as of January 25, 2010, it may be
deemed to own 1,217,377,782 shares or roughly 89.5% of the common
stock of The Amacore Group, Inc.  The shares are held directly by
Vicis Capital Master Fund, for which Vicis acts as investment
advisor.

                      About Amacore Group

Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) --
http://www.amacoregroup.com/-- provides health-related membership
benefit programs, insurance programs, and other innovative and
high-quality solutions to individuals, families and employer
groups nationwide.

Through its wholly owned subsidiary, LifeGuard Benefit Solutions
Inc., Amacore has the ability to provide administrative and back-
office services to other healthcare companies in addition to
expanding its own call center capability through its wholly owned
subsidiary, JRM Benefits Consultants LLC and US Heath Benefits
Group Inc., a call center-based marketing company.  Zurvita Inc.,
Amacore's newly formed, wholly owned subsidiary specializing in
direct to consumer multi-level marketing, provides yet another
channel for Amacore's ever-increasing range of healthcare and
healthcare-related products.

At September 30, 2009, the Company had $17,631,062 in total assets
against $21,817,237 in total liabilities and $1,211,000 in
Redeemable preferred stock -- Zurvita Holdings.  At September 30,
the Company had accumulated deficit of $129,443,586 and
stockholders' deficit of $5,397,175.

                      Going Concern Doubt

McGladrey & Pullen, LLP, in Ft. Lauderdale, raised substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial results for the year
ended December 31, 2008.  The auditors pointed that the Company
has suffered recurring losses from operations and has negative
working capital.

According to the Company's Form 10-Q report for the period ended
September 30, 2009, filed with the Securities and Exchange
Commission, the Company is in default under:

     -- a Promissory notes payable to investors and shareholders;
        bearing interest ranging from 8% to 10% per annum; due
        December 2006.  About $415,000 was due under the notes
        payable as of September 30;

     -- a Convertible promissory note payable to investor; bearing
        interest at 7.5% per annum; due December 2006.  About
        $100,000 was due under the notes payable as of
        September 30;

     -- a Promissory notes payable to investors and shareholders;
        bearing interest of 1.53% per annum; due through June
        2004, increasing to 15% thereafter.  About $114,950 was
        due under the notes payable as of September 30.


AMBERTON APARTMENTS: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Amberton Apartments, LLC
          aka Amberton Apartments
          fka RSG-Amberton, LLC
        1550 University Woods Place
        Tampa, FL 33612

Bankruptcy Case No.: 10-03402

Chapter 11 Petition Date: February 18, 2010

Debtor-affiliates filing separate Chapter 11 petition February 17,
2010:

        Entity                                     Case No.
        ------                                     --------
Brentwood Apartments Tampa, LLC                    10-03334

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

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 December 15,
2009:

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

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

Judge: K. Rodney May

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

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

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

A list of the Company's 19 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/flmb10-03402.pdf

The petition was signed by Ronald L. Glas, president of the
company.


AMERICAN SOIL: Could Not File Form 10-Q on Time
-----------------------------------------------
American Soil Technologies Inc. said it could not file its Form
10-Q within the prescribed time period because it was unable to
obtain the necessary review of the quarterly report for the fiscal
first quarter ended Dec. 31, 2009.

American Soil's balance sheet at June 30, 2009, showed total
assets of $1.96 million and $5.07 million, resulting in a
stockholders' deficit of about $3.11 million.

At Sept. 30, 2009, the stockholders' deficit further rose to
$4.86 million, with assets at $411,000 and debts at $5.28 million.

For the fiscal year ended Sept. 30, 2009, the Company posted a net
loss of $2.84 million, on revenue of $237,000.

                       About American Soil

Based in Pacoima, California, American Soil Technologies Inc.
(OTC BB: SOYL) -- http://www.americansoiltech.com/-- develops,
manufactures, and markets polymer soil amendments to the
agricultural, turf, and horticulture industries in North America.
It manufactures three primary products: Agriblend, a soil
amendment developed for agriculture; Soil Medic, a slow release
liquid fertilizer; and Nutrimoist, developed for homes, parks,
golf courses, and other turf related applications.  The Company
was founded in 1993.

                     Going Concern Doubt

McKennon, Wilson & Morgan LLP in Irvine, California expressed
substantial doubt about American Soil's ability to continue as a
going concern after auditing the Company's financial statements
for the fiscal years ended Sept. 30, 2009, 2008, and 2007.  The
auditor noted that the Company incurred losses in recent history,
and has significant working capital and accumulated deficits.


ARIQ RABADI: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Ariq Rabadi
          aka Dr. Ariq Rabadi
          dba Chiropractic Office of Throgs Neck
        18 Frost Lane
        Hartsdale, NY 10530

Bankruptcy Case No.: 10-22295

Chapter 11 Petition Date: February 18, 2010

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

Debtor's Counsel: Jeffrey A. Reich, Esq.
                  Reich Reich & Reich, P.C.
                  235 Main Street, Suite 450
                  White Plains, NY 10601
                  Tel: (914) 949-2126
                  Fax: (914) 949-1604
                  Email: reichlaw@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 12 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/nysb10-22295.pdf

The petition was signed by Ariq Rabadi.


A.T. REYNOLDS: Mediation Refusal Results in Sanctions
-----------------------------------------------------
WestLaw reports that a secured creditor and its counsel failed to
participate in court-ordered mediation in good faith, warranting
an order requiring the creditor and counsel to pay the mediator
and the other parties their costs in preparing for and attending
the mediation.  The creditor failed to send a representative with
full settlement authority, and the creditor's counsel refused to
participate in discussion and risk analysis, instead cutting off
the discussion of substantive issues.  In addition, the creditor's
counsel attempted to control the procedural aspects of the
mediation, contrary to a general order providing that the mediator
was to control the mediation's procedural aspects.  In re A.T.
Reynolds & Sons, Inc., --- B.R. ----, 2010 WL 423007 (Bankr.
S.D.N.Y.) (Morris, J.).

A.T. Reynolds & Sons, Inc., dba Leisure Time Spring Water, sought
chapter 11 protection (Bankr. S.D.N.Y. Case No. 08-37739) on Dec.
5, 2008.  Nicholas A. Pascale, Esq., at Tarshis Catania Liberth
Mahon Milligram in Newburgh, N.Y., represents the Debtor.  At the
time of the filing, the Debtor reported $5,327,072 in assets and
$3,658,682 in liabilities.

Wells Fargo controlled and disbursed Debtor's cash collateral
pursuant to numerous court orders entered in the chapter 11 case.

On Mar. 27, 2009, the Court held an auction and sale hearing, and
Debtor was sold as a going concern to Boreal Water Collection,
Inc.  The sale was made effective by an Order signed and entered
on Apr. 3, 2009.  A dispute erupted about who was going to pay the
Debtor's employees for the period from Mon., Mar. 30 through Fri.,
Apr. 3, 2009.  In a Mediation Order dated Aug. 27, 2009, the
Honorable  Cecelia G. Morris ordered the Debtor, CCV
Restructuring, Boreal, Wells Fargo Bank, and counsel to the
Committee of Unsecured Creditors to mediation with Robert Goldman,
to resolve their disputes about the terms of the Sec. 363 Sale.

At a hearing on Nov. 17, 2009, Mr. Goldman advised the Court that
one of the Mediation Parties failed to participate in the
Mediation in good faith, and that he would provide a report to the
Court describing his reasons for making this determination.  On
Dec. 3, 2009, the Court issued an order to show cause directing
Wells Fargo and its counsel to appear and show cause why they
should not be sanctioned for contempt of the Mediation Order and
General Order M-390, the most current statement of the mediation
program for the Bankruptcy Court for the Southern District of New
York.  The Court held a hearing on the Order to Show Cause on Dec.
31, 2009, which was attended by two representatives of Wells
Fargo, and an associate and a partner of Wells Fargo's counsel in
this matter, Ruskin Moscou Faltischek, P.C.

The issue confronting Judge Morris is whether mere attendance at
court-ordered mediation, without active participation in the
mediation process, satisfies the requirement to participate in
good faith, and Judge Morris says that attendance without active
participation is insufficient to constitute good-faith
participation in mediation.  "In the case at bar, the Court finds
that the Mediation Order was clear and unambiguous, and the Court
finds clear evidence that Wells Fargo and its counsel failed to
participate in good faith.  Therefore, Wells Fargo and its counsel
must bear the costs of the mediation as a sanction for their
violation of General Order M-211 and the Mediation Order," Judge
Morris says.


AVAYA INC: Bank Debt Trades at 13% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Avaya, Inc., is a
borrower traded in the secondary market at 86.59 cents-on-the-
dollar during the week ended Friday, Feb. 19, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 2.07 percentage points
from the previous week, The Journal relates.  The Company pays 275
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 26, 2014.  The bank debt is not rated by
Moody's and Standard & Poor's.  The debt is one of the biggest
gainers and losers among 187 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Avaya, Inc., based in Basking Ridge, New Jersey, is a supplier of
communications systems and software for enterprise customers.

The Troubled Company Reporter stated on Dec. 23, 2009, that
Moody's downgraded Avaya's corporate family rating to B3 from B2.
The downgrade was driven by challenges presented by the
acquisition of Nortel's enterprise assets as well as the large
amount of additional debt incurred to finance the acquisition
(approximately $1 billion).

The TCR reported on Sept. 16, 2009, that Standard & Poor's placed
its ratings, including the 'B' corporate credit rating, on Avaya,
Inc., on CreditWatch with negative implications, following the
company's announcement that it has been accepted as the buyer of
Nortel Networks Corp.'s (not rated) Enterprise Solutions
businesses, for $900 million.


BAYSHORE REDMONT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Bayshore Redmont, Inc.
          dba The Redmont Hotel
        2101 Fifth Avenue North
        Birmingham, AL 35203

Bankruptcy Case No.: 10-00984

Chapter 11 Petition Date: February 18, 2010

Court: United States Bankruptcy Court
       Northern District Of Alabama (Birmingham)

Judge: Tamara O. Mitchell

Debtor's Counsel: Steven D. Altmann, Esq.
                  Najjar Denaburg, P.C.
                  2125 Morris Avenue
                  Birmingham, AL 35203
                  Tel: (205) 250-8466
                  Email: saltmann@najjar.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/alnb10-00984.pdf

The petition was signed by James W. Lewis Jr., president of the
Company.


BERRY PLASTICS: Has $29.2 Net Loss for Quarter Ended Jan. 2
-----------------------------------------------------------
Berry Plastics Corporation said it incurred a net loss of
$29.2 on net sales of $879.6 for the quarterly period ended
Jan. 2, 2010, compared with a net loss of $29.4 million on net
sales of $865.0 million for the quarterly period ended Dec. 27,
2008.

The Company reported $5.31 billion in total assets and
$5.01 billion in total liabilities, resulting to
$297.3 million of stockholders' equity as of Jan. 12, 2010.

The Company's senior secured credit facilities consist of
$1.2 billion term loan and $481.7 million asset-based revolving
line of credit.  The availability under the revolving line of
credit is the lesser of $500.0 million or based on a defined
borrowing base which is calculated based on available accounts
receivable and inventory.  The term loan matures on April 3, 2015
and the revolving line of credit matures on April 3, 2013.  The
LIBOR rate on the term loan and the line of credit were 0.25% and
0.24% at January 2, 2010, respectively, determined by reference to
the costs of funds for Eurodollar deposits in dollars in the LIBOR
for the interest period relevant to such borrowing plus the
applicable margin.

The applicable margin for LIBOR rate borrowings under the
revolving credit facility ranges from 1.25% to 1.75% and for the
term loan is 2.00%.  The line of credit is also subject to an
unused commitment fee for unused borrowings ranging from 0.25% to
0.35% per annum and a letter of credit fee of 0.125% per annum for
each letter of credit that is issued.  The revolving line of
credit allows up to $100.0 million of letters of credit to be
issued instead of borrowings under the revolving line of credit.

At January 2, 2010, the Company had $22.0 million of cash and
$156.0 million outstanding on the revolving credit facility
providing unused borrowing capacity of $292.0 million under the
revolving line of credit subject to the solvency of the Company's
lenders to fund their obligations and borrowing base calculations.
The Company was in compliance with all covenants at January 2,
2010.

The Company's fixed charge coverage ratio, as defined in the
revolving credit facility, is calculated based on a numerator
consisting of Adjusted EBITDA less pro forma adjustments, income
taxes paid in cash and capital expenditures, and a denominator
consisting of scheduled principal payments in respect of
indebtedness for borrowed money, interest expense and certain
distributions.  The Company is obligated to sustain a minimum
fixed charge coverage ratio of 1.0 to 1.0 under the revolving
credit facility at any time when the aggregate unused capacity
under the revolving credit facility is less than 10% of the lesser
of the revolving credit facility commitments and the borrowing
base or during the continuation of an event of default.

At January 2, 2010, the Company had unused borrowing capacity of
$292.0 million under the revolving credit facility subject to a
borrowing base and thus was not subject to the minimum fixed
charge coverage ratio covenant.  Its fixed charge ratio as of
January 2, 2010 was 1.0 to 1.0.

Despite not having financial maintenance covenants, its debt
agreements contain certain negative covenants.  The failure to
comply with these negative covenants could restrict the Company's
ability to incur additional indebtedness, effect acquisitions,
enter into certain significant business combinations, make
distributions or redeem indebtedness.  The term loan facility
contains a negative covenant first lien secured leverage ratio
covenant of 4.0 to 1.0 on a pro forma basis for a proposed
transaction, such as an acquisition or incurrence of additional
first lien debt.  The first lien secured leverage ratio was 3.5 to
1.0 as of January 2, 2010.

A full-text copy of the Company's quarterly report on Form 10-Q is
available for free at http://ResearchArchives.com/t/s?53a2

                      About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At June 27, 2009 the Company had 64 production
and manufacturing facilities, with 58 located in the United
States.  Berry is a wholly-owned subsidiary of Berry Plastics
Group, Inc.  Berry Group is primarily owned by affiliates of
Apollo Management, L.P. and Graham Partners.  Berry, through its
wholly owned subsidiaries operates in four primary segments: Rigid
Open Top, Rigid Closed Top, Flexible Films, and Tapes/Coatings.
The Company's customers are located principally throughout the
United States, without significant concentration in any one region
or with any one customer.

At September 26, 2009, the Company had total assets of
$4.401 billion against total liabilities of $4.079 billion,
resulting in stockholders' equity of $321.7 million.  Berry
Plastics reported a net loss of $26.2 million for the fiscal year
ended September 26, 2009, from a net loss of $101.1 million for
fiscal year ended September 27, 2008, and net loss of
$116.2 million for fiscal year ended September 27, 2008.

                          *     *     *

According to the Troubled Company Reporter on Oct. 30, 2009,
Standard & Poor's Ratings Services said that based on preliminary
terms and conditions, it assigned its 'B' senior secured debt
rating to the proposed offering of $325 million of first-priority
senior secured notes due 2015, which Berry Plastics Escrow LLC and
Berry Plastics Escrow Corp will jointly issue.  The recovery
rating is '2', indicating S&P's expectation for substantial (70%-
90%) recovery for the holders of these notes in the event of a
payment default.

Also based on preliminary terms and conditions, Standard & Poor's
assigned a 'CCC' senior secured debt rating to the same issuers'
proposed offering of $295 million of second-priority senior
secured notes due 2014.  The recovery rating is '6', indicating
S&P's expectation for negligible (0%-10%) recovery for second-lien
noteholders in the event of a payment default.


BIG STUFF STORAGE: Case Summary & 8 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Big Stuff Storage, LLC
        1570 Blaine Avenue
        Salt Lake City, UT 84105

Bankruptcy Case No.: 10-50471

Chapter 11 Petition Date: February 18, 2010

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Alan R. Smith, Esq.
                  505 Ridge St.
                  Reno, NV 89501
                  Tel: (775) 786-4579
                  Email: mail@asmithlaw.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 $1,764,150,
and total debts of $1,666,863.

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/nvb10-50471.pdf

The petition was signed by Alan J. Huber, managing member of the
Company.


BLOCKBUSTER INC: In Talks with UK Landlords to Cut Store Numbers
----------------------------------------------------------------
Daniel Thomas, Anousha Sakoui and Esther Bintliff at The Financial
Times report that Blockbuster Inc. has been working with KPMG on
negotiations with more than 600 landlords as part of its plans to
cut costs.

According to the FT, the company has been in talks with its UK
landlords to reduce store numbers and costs through rent
reductions.

The FT relates the company has come under competition from
Internet-based rivals, including postal DVD rental services such
as Lovefilm.com, which has led to analysts questioning the need
for large networks of regional stores.

Blockbuster has considered several lease restructuring options
across its national chain of shops, the FT says.  The chain has
about 630 stores in the UK, its second-largest market, the FT
discloses.

KPMG has also advised Blockbuster in removing the guarantees from
UK leases that were in place from its split from Viacom, the FT
notes.

The use of a company voluntary agreement, an insolvency procedure
that allows a company to negotiate a restructuring of its
unsecured debts, such as those with landlords or suppliers, is
considered to be less likely, the FT states.

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.


BUILDERS FIRSTSOURCE: Narrows 2009 Annual Net Loss to $61.9MM
-------------------------------------------------------------
Builders FirstSource, Inc., last week reported its results for
the fourth quarter and fiscal year ended December 31, 2009.

Builders FirstSource said sales were $677.9 million in fiscal
year 2009 compared to $992.0 million in 2008, a decline of
$314.1 million or 31.7%.  Net loss was $61.9 million, or $1.58
loss per diluted share, in 2009 compared to $139.5 million in
2008, or $3.59 loss per diluted share, in 2008.

Sales were $154.0 million for the fourth quarter of 2009 compared
to $192.9 million for the same period in 2008, a decline of
$38.9 million or 20.2%.  Net income was $6.6 million, or $0.17 per
diluted share, compared to net loss of $58.9 million, or $1.51
loss per diluted share, in the fourth quarter of 2008.

The Company recorded facility closure costs of $1.2 million in
both 2009 and 2008.  The majority of the facility closure costs
relate to future lease obligations on the closed facilities.

At December 31, 2009, the Company had total assets of
$434.951 million against total liabilities of $388.004 million,
resulting in stockholders' equity of $46.947 million.  The Company
said its available liquidity was $68.4 million at December 31,
2009, and outstanding borrowings under its revolving credit
facility were $20 million.  Borrowing availability at December 31,
2009, was $0, as approximately $15.7 million of its $84.1 million
cash balance at year-end supported a shortfall in the
$35.0 million minimum liquidity covenant under its revolving
credit facility.  Operating cash flow was $(2.7) million in the
current year compared to $(28.9) million in 2008.  Capital
expenditures were $2.1 million in 2009 as compared to $8.2 million
in 2008.

"We saw an improving trend in housing starts towards the end of
2009, as the national seasonally adjusted annual rate for single-
family starts increased from 393,000 at the end of 2008, to
477,000 at the end of 2009," said Floyd Sherman, Builders
FirstSource Chief Executive Officer.  "However, actual single-
family starts dropped 28.4% from 622,000 starts in 2008, to
445,200 starts in 2009.  Quarter-over-quarter, national single-
family starts were relatively flat, but multi-family starts
continued to decline, dropping 62% quarter-over-quarter.  While
our 2009 sales and gross margin were down $314.1 million and
$73.1 million, respectively, from 2008, our adjusted EBITDA
decreased only $2.7 million.  This was accomplished through our
continued focus on reducing operating expenses by managing
headcount and rationalizing capacity in order to become a more
efficient company."

                 Rights Offering and Debt Exchange

On January 22, 2010, the Company announced the completion of its
rights offering and debt exchange.  The closing of the
transactions reduced the Company's long-term debt by $130 million
and extended the maturity of $139.7 million of the Company's
remaining debt of $169.2 million to 2016.  The rights offering
also provided $65 million in net proceeds to the company,
resulting in an estimated cash position at closing of
$142 million.  The Company also expects to receive a $32 million
to $34 million income tax refund in the second quarter 2010.

                              Outlook

The Company cannot predict the duration of the current market
conditions or the strength of future recovery in the housing
market.  The Company believes housing starts will stabilize and
may improve slightly in certain markets in 2010.  The extension of
the federal tax credit for first-time homebuyers is expected to
contribute somewhat to this improvement.  Increased competitive
pressure arising from the current conditions may continue to have
a negative impact on the Company's sales, gross margins and
operating results and may be a limiting factor in the Company's
ability to grow market share.

Mr. Sherman concluded, "The successful closing of our rights
offering and debt exchange in early 2010 allowed us to reduce our
outstanding debt by $130 million and extend the maturity of most
of our remaining debt until 2016.  These transactions along with
an income tax refund of $32-$34 million that we expect to receive
in the second quarter of 2010 will certainly improve our liquidity
position and provide us with a substantial amount of additional
cash to help fund our operations during this difficult housing
environment, and potentially take advantage of acquisition
opportunities.  Although these challenging industry conditions
persist, we believe that continued execution of our action plan to
generate new business, conserve liquidity, contain costs, and
prudently manage credit will help us to be a stronger, more
efficient company when the housing market begins its recovery."

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?53a6

                  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.

                           *    *    *

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.


BURLINGTON COAT: Bank Debt Trades at 8% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Burlington Coat
Factory Warehouse Corp. is a borrower traded in the secondary
market at 92.06 cents-on-the-dollar during the week ended Friday,
Feb. 19, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents a drop
of 0.84 percentage points from the previous week, The Journal
relates.  The Company pays 225 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 28, 2013, and
carries Moody's B3 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among 187 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Burlington Coat Factory Warehouse Corp. operate stores in 44
states and Puerto Rico, which sell apparel, shoes and accessories
for men, women and children.  A majority of the stores offer a
home furnishing and linens department and a juvenile furniture
department.

As of Sept. 4, 2009, the Company operates 433 stores under the
names "Burlington Coat Factory Warehouse" (415 stores), "MJM
Designer Shoes" (15 stores), "Cohoes Fashions" (two stores), and
"Super Baby Depot" (one store) in 44 states and Puerto Rico.

As reported by the Troubled Company Reporter on June 29, 2009,
Fitch Ratings affirmed its Issuer Default Rating at 'B-';
US$800 million asset-based revolver rating at 'B+/RR1';
US$900 million term loan rating at 'B/RR3', on Burlington Coat
Factory Warehouse Corp.  Fitch revised these ratings to reflect
the new issue rating definitions as of March 2009 --
US$305 million senior unsecured notes revised to 'CC/RR6' from
'CCC/RR6'; US$99 million senior discount notes revised to 'C/RR6'
from 'CCC-/RR6'.


C2 MEDIA INC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: C2 Media Inc.
          fka C2 Media.Com Inc.
        423 West 55th Street
        New York, NY 10019

Bankruptcy Case No.: 10-10784

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
C2 Media LLC                                       10-10783
Keogh & Co.                                        10-10785
C2 Technology Inc.                                 10-10786
C2 Media Canada Holdings LLC                       10-10787

Chapter 11 Petition Date: February 18, 2010

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

Judge: Robert E. Gerber

Debtor's Counsel: Isaac Nutovic, Esq.
                  Nutovic & Associates
                  488 Madison Avenue, 16th Floor
                  New York, NY 10022
                  Tel: (212) 421-9100
                  Fax: (212) 421-8618
                  Email: INutovic@Nutovic.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 David J. Manning, president of the
Company.


CANWEST GLOBAL: Judge Rejects Catalyst Bid in Favor of Shaw
-----------------------------------------------------------
Canwest Global Communications Corp. said February 20 that the
Ontario Superior Court of Justice (Commercial List) permitted the
Company to enter into a Subscription Agreement with Shaw
Communications Inc. and the other transaction agreements relating
to Shaw's commitment to make an equity investment in a
restructured Canwest upon completion of the Company's proposed
recapitalization transaction.

The Debtors also had sought approval of an amendment dated
February 11, 2010, to the Support Agreement and Restructuring Term
Sheet made between the members of the Ad Hoc Committee and the CMI
Entities; and a support agreement dated February 11, 2010, between
Shaw Communications, Canwest Global and the 8% Senior Subordinated
Noteholders party thereto.

The Subscription Agreement, the related amendment to the support
agreement between the Company and the members of the ad hoc
committee of 8% senior subordinated noteholders of Canwest Media
Inc. and the related support agreement between Canwest, Shaw and
the members of the Ad Hoc Committee required the Approval Order to
become effective and binding.

Shaw agreed to purchase $95 million in Class A Voting Shares of
Restructured Canwest, representing a 20% equity interest and an
80% voting interest upon its emergence from the creditor
protection proceedings under the Companies' Creditors Arrangement
Act (Canada).  Based on this investment, Restructured Canwest has
an implied equity value of $475 million.

Shaw also agreed to fund cash payments to certain affected
creditors of the Company, CMI and certain of Canwest's other
subsidiaries that are involved in the CCAA proceeding and also to
fund cash payments to Canwest's existing shareholders, in exchange
for additional Class A Voting Shares of Restructured Canwest.
This would result in Shaw's equity interest in Restructured
Canwest increasing above the initial 20%.  Members of the Ad Hoc
Committee have the right to participate pro rata with Shaw in the
funding of the additional commitment.

Under the amended terms of the recapitalization transaction,
affected creditors (including the members of the Ad Hoc Committee)
who would otherwise be entitled to receive at least 5% of the
outstanding equity shares of Restructured Canwest may elect to
receive shares in full satisfaction of their claims.  All other
affected creditors, including those eligible to receive shares of
Restructured Canwest but which have elected not to receive shares,
will receive cash payments to extinguish their claims, in amounts
equal to the value of the equity that they would have otherwise
received under the amended transaction involving Shaw.

Holders of Canwest's existing 177.6 million shares will receive
cash payments in exchange for their shares equivalent in the
aggregate to 2.3% of the implied equity value of Restructured
Canwest, or approximately $11 million in aggregate.

Completion of the equity investment by Shaw is subject to the
satisfaction of various closing conditions, including the receipt
of regulatory approval from the Canadian Radio-television and
Telecommunications Commission, creditor and Court approvals of the
Company's restructuring plan.

The Subscription Agreement may be terminated by Shaw or Canwest in
certain circumstances.  In certain limited circumstances, Canwest
would be required to pay Shaw a termination fee in the amount of
$5 million and reimburse Shaw for its out-of-pocket fees and
expenses up to a maximum amount of $2.5 million.  The Expense
Reimbursement is also payable to Shaw on the closing of the equity
subscription transaction.

Under the terms of the various agreements, creditor approval of
the recapitalization transaction is required to be obtained no
later than April 15, 2010, and the closing of the recapitalization
transaction must occur no later than August 11, 2010.  The amended
recapitalization transaction contemplates that Restructured
Canwest will be a private company following its emergence from
CCAA proceedings.

The Company continues to work with its various stakeholders in
order to resolve outstanding matters in connection with its
planned emergence from creditor protection under the CCAA.

The Subscription Agreement pertains only to Canwest, CMI and
certain of Canwest's other subsidiaries. It does not relate to
Canwest Limited Partnership, Canwest (Canada) Inc. and their
subsidiaries, which operate Canwest's newspaper publishing and
online operations and which are the subject of a separate Court-
supervised financial restructuring process.

                         Catalyst Capital Bid

Bloomberg News reported that Catalyst Capital Group Inc., a
Toronto-based private-equity firm, lost a bid to obtain a
controlling stake in Canwest.  Catalyst, which led a group of
investors including Canwest's founding Asper family and supported
by Goldman Sachs Group Inc., offered C$120 million
($114 million) for a stake in Canwest.

According to the report, the Ontario Court rejected that bid in
favor of an earlier C$95 million proposal by Calgary-based Shaw
Communications which would give that company a 20% equity stake in
Canwest and an 80% voting interest.

Bloomberg relates that Dan Gagnier, a New York-based spokesman for
the Catalyst group, confirmed in a phone interview that the
group's offer was rejected by the court.

                     Subscription Agreement

According to the Monitor, the Subscription Agreement, together
with the Subscription Term Sheet, contemplates that, rather than
restructure Canwest Global as a public company, Restructured
Canwest Global will be a private company whose shareholders will
be comprised of Shaw Communications, or a direct or indirect
wholly owned subsidiary of Shaw Communications that is Canadian,
and those 8% Senior Subordinated Noteholders and other
participating creditors of Canwest Global that elect to receive
equity shares of Restructured Canwest Global and that would hold
at least 5% of the equity of Restructured Canwest Global following
the completion of the proposed Recapitalization Transaction.

Participating Creditors, except certain consenting noteholders,
can elect to receive cash payments to extinguish their interests
to be affected pursuant to the plan of arrangement or compromise
on the terms set out in the Support Agreement Amendment equal to
the value of the equity they would otherwise have received under
the Recapitalization Transaction as originally proposed.

Subject to limited exceptions, Consenting Noteholders will elect
to receive shares.  Creditors that would hold less than 5% of the
equity of Restructured Canwest Global following the completion of
the Original Recapitalization Transaction and existing
shareholders of Canwest Global will receive cash payments to
extinguish their interests to be affected pursuant to the Shaw
Plan equal to the value of the equity they would otherwise have
received under the Original Recapitalization Transaction.

All cash payments will be funded from the proceeds paid by Shaw
for an additional commitment of equity shares of Restructured
Canwest Global subject to the right of the members of the Ad Hoc
Committee to elect to participate pro rata with Shaw in the
funding of the Additional Commitment.

The Subscription Agreement provides that, prior to or as soon as
reasonably practicable following the successful completion of the
Recapitalization Transaction, Restructured Canwest Global will
apply to be de-listed from the TSX Venture Exchange and will apply
to cease to be a reporting issuer for purposes of Canadian
securities laws.

The Monitor says that the Subscription Agreement contains certain
customary deal protection provisions, including an "exclusivity"
provision and a "termination fee" provision in favor of Shaw.

The "termination fee" provisions require Canwest Global to pay a
termination fee in the amount of $5 million to Shaw and to
reimburse Shaw for certain out-of-pocket fees and expenses up to
$2.5 million in the event that Canwest Global fails to satisfy
certain conditions in favor of Shaw or if Canwest Global
terminates the Shaw Support Agreement under certain circumstances.

                    Amended Support Agreement

As the Subscription Agreement contemplates that Restructured
Canwest Global will be a private company, as opposed to a
publicly-traded entity, the CMI Entities and the Ad Hoc Committee
have agreed to enter into an Amended Support Agreement in order to
amend and restate a number of the terms of the Support Agreement
and the Restructuring Term Sheet so that each will conform with
the Subscription Agreement.

Some of the material amendments or revisions set out in the
Amended Support Agreement include:

  (a) if an affected creditor, including an 8% Senior
      Subordinated Noteholder, would, individually or on a pro
      forma basis, hold at least 5% of the outstanding equity
      shares of Restructured Canwest Global if it elected to
      receive shares in full satisfaction of any of its proven
      claims and other payment entitlements under the Amended
      Support Agreement, then the affected creditor may elect to
      receive shares of Restructured Canwest Global in full
      satisfaction of all the claims;

  (b) each affected creditor, including an 8% Senior
      Subordinated Noteholder, that is not permitted to, or
      otherwise elects not to, receive shares of Restructured
      Canwest Global, will receive a cash payment equal in
      dollar value to its pro rata entitlement to the equity
      shares of Restructured Canwest Global; and

  (c) each affected creditor that is a Participating Creditor
      will receive shares in Restructured Canwest Global
      representing a percentage ownership of the outstanding
      equity shares of Restructured Canwest Global equal to the
      Participating Creditors' pro rata entitlement to the
      applicable equity percentages outlined in the Subscription
      Term Sheet.

               Parties Finalize Transaction

Subsequent to the finalization of the CMI Entities' motion
materials, the Monitor engaged in discussions with Canwest Global
and Shaw in order to determine if there was a proactive way in
which the parties could respond to anticipated information
requests while still preserving the integrity of the investment
solicitation process that had been undertaken.  As a result of
these discussions, Shaw and Canwest Global agreed that redacted
versions of the Subscription Agreement removing the proposed
transaction's economic terms could be made available to parties on
the service list provided that the parties first agreed to
appropriate confidentiality and standstill restrictions until the
Court makes an endorsement finally disposing of the CMI Entities'
motion.

On February 11, 2010, the Board of Directors of Canwest Global,
upon the recommendation of the Special Committee of the Board of
Directors of Canwest Global, approved the Subscription Agreement.
The Subscription Agreements have been executed by the parties
thereto and, should the Order requested by the CMI Entities be
granted, the agreements will become effective and binding.

The Monitor also relates that the CMI Entities and the ad hoc
committee of 8% Senior Subordinated Noteholders have agreed to
enter into the Amended Support Agreement in order to amend and
restate a number of the terms of the Support Agreement and the
Restructuring Term Sheet so that each will conform with the
Subscription Agreement.

                          Strategic Deal

The Globe and Mail reports Shaw Communications' acquisition of a
controlling stake in CanWest Global provides Shaw with a bevy of
media assets that will help it compete with rivals Rogers
Communications Inc. and Quebecor Inc.

"This puts Shaw on an equal footing with Quebecor and Rogers and
further eclipses Telus," The Globe and Mail quoted Iain Grant, a
telecom analyst of the SeaBoard Group consultancy, as saying.

Moreover, The Globe and Mail revealed that for Shaw, the real plum
of its investment commitment with Canwest is the coveted
collection of specialty channels that CanWest acquired from
Alliance Atlantis in 2007, including Showcase and Food Network
Canada.  However, the Globe and Mail says, Shaw will face tough
negotiations with investment bank Goldman Sachs, which currently
controls 65 per cent of the channels, before it can acquire full
control of the channels.

According to The Globe and Mail, the investment by Shaw
Communications does not mean the cable and satellite provider will
merge with CanWest; rather, it will invest in a separate company
with its own board of directors. It also allows CanWest to satisfy
Canadian ownership requirements, the company said.

The Globe and Mail also adds that the restructured entity of
Canwest will operate as a separate, privately-run company
essentially controlled by Shaw.  The deal specifically excludes
Corus Entertainment Inc., which is controlled by the Shaw family,
from investing or participating in the transaction. However, The
Globe and Mail revealed, there was speculation among analysts that
Corus could eventually buy the cable channels.

The Calgary-based company's investment will help CanWest to pay
back its creditors.  The deal does not affect the restructuring of
CanWest's newspaper division, or the auction of those assets, The
Globe and Mail relates.

        Shaw, Canwest to Cooperate with Goldman Sachs

Canwest Global and Shaw said they plan to co-operate in
negotiations with Goldman Sachs after the investment-banking giant
blasted the two Canadian media companies for negotiating a sale
behind its back, reports Janet Whitman of The Financial Post.

The Post says Goldman Sachs is a key constituent in any
restructuring of Canwest's television assets because of its
ownership stake in 13 specialty channels which the bank and
Canwest acquired from Alliance Atlantis Communications Inc. in
2007.

The report relates that Goldman Sachs lawyers were "gravely
concerned" that Canwest had entered into a deal to be acquired by
Shaw without its knowledge.  The lawyers described the
negotiation, in a letter which was included in a filing by the
court-appointed monitor, as ". . . nothing short of a surprise
attack that is in flagrant violation of the terms governing the
discussions between [Goldman] and the noteholder committee."

Ms. Whitman reported that Goldman Sachs has not taken a position
on the Shaw proposal and isn't necessarily opposed to the deal,
which will give Shaw at least a 20% equity stake and 80% voting
interest in Canwest's television business.

However, Goldman Sachs said it shouldn't be restricted from
discussing the restructuring with Shaw or other potential suitors
and that Canwest should provide the bank with complete information
on other takeover alternatives that Canwest considered besides
Shaw.  "[Goldman] is open to meeting with Shaw at any time and as
soon as can be arranged," the bank's lawyers said in a letter,
report the Post.

The court-appointed monitor, FTI consulting, said attempts to
resolve issues regarding Goldman Sachs are a "difficult process."
The Monitor, Canwest and its bankers and noteholders, however,
said they consider Shaw's bid the "best overall offer."

Citing a BMO Capital Markets report, The Wire Report pointed out
that Shaw's plan to acquire a controlling stake in Canwest may be
held up by the Canadian Radio-television and Telecommunications
Commission's approval over concerns about foreign ownership and
media convergence.

                   About Shaw Communications

Shaw Communications Inc. is a diversified communications company
whose core business is providing broadband cable television, High-
Speed Internet, Digital Phone, telecommunications services
(through Shaw Business Solutions) and satellite direct-to-home
services (through Shaw Direct).  Shaw serves 3.4 million
customers, including over 1.7 million Internet and 900,000 Digital
Phone customers, through a reliable and extensive network, which
comprises 625,000 kilometres of fibre.  Shaw is traded on the
Toronto and New York stock exchanges and is included in the
S&P/TSX 60 Index (Symbol: TSX - SJR.B, NYSE - SJR).

                    About Canwest Global

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

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

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

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

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

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


CAPRIUS INC: In Default Under Vintage Capital Loan Facility
-----------------------------------------------------------
Caprius, Inc., disclosed that it is in default under a Securities
Purchase and Sale Agreement, dated September 16, 2009, with
Vintage Capital Group, LLC.

Under the agreement, Vintage has advanced $2.2 million in cash to
the Company, and subject to the Company fulfilling certain post-
closing covenants and the absence of any event of default, up to
an additional $800,000 may be made available to the Company.
Interest on advances under the Loan Facility accrues at the rate
of 14% per annum -- subject to a default rate of 17% per annum --
payable monthly in cash or in kind, subject to certain
limitations.  Advances under the Loan Facility, including any
subsequent fundings, are secured by the grant to Vintage of a
first priority lien, pledge and security interest in substantially
all of the Company's assets.

From the proceeds of the initial funding under the Loan Facility,
$53,517 was used for repayment of an outstanding secured loan, and
the balance was used for payment of certain outstanding
liabilities.  In addition, fees to Vintage and their costs related
to the Loan Facility totaled $467,000.  Thereafter, in accordance
with the terms of the Loan Facility, payments were made to settle
certain litigation and for securing certain technology rights.

Caprius anticipates that future funding under the Loan Facility
will be used for, among other things, working capital for
production and further marketing of the SteriMed Systems and for
the settlement of other outstanding obligations.

Caprius also has entered into an Investment Monitoring Agreement
with Vintage providing for an Operating Committee initially
composed of Dwight Morgan and Jonathan Joels, executive officers
and directors of Caprius, and two persons selected by Vintage.
The Operating Committee was established to review budgets,
strategic planning, financial performance and similar matters, and
has the right to make recommendations to Caprius' Board of
Directors.

On January 22, 2010, as a post-closing obligation under the Loan
Facility, the Company issued a warrant to Vintage to purchase 40%
of Caprius common stock, $0.01 par value, on a fully diluted basis
at an exercise price of $0.01 per share for a term of seven years.
Based upon its present capitalization, the Vintage Warrant would
be exercisable into 25,602,333 shares of Common Stock.  In
addition, Vintage received certain rights to register under the
Securities Act of 1933, as amended, the shares underlying the
Vintage Warrant, pursuant to a Registration Rights Agreement.

Further, Caprius granted Vintage certain preemptive rights and
observer rights for meetings of Caprius' Board pursuant to an
Equity Rights Agreement.  To accommodate the Common Shares
underlying the Vintage Warrant, Caprius amended its Certificate of
Incorporation to increase the number of shares of authorized
Common Stock to 250,000,000 shares.

As a condition to the Loan Facility, holders of more than a
majority of the outstanding shares of each class of Caprius'
outstanding preferred stock waived the anti-dilution provisions
covering the shares of preferred stock with respect to the
issuance of the Vintage Warrant and the underlying shares of
Common Stock, and holders of more than a majority of Caprius'
outstanding voting securities approved the increase in the number
of authorized shares of Caprius Common Stock.

Under the terms of the Loan Facility, the Company is required to
undertake a number of post-closing conditions within certain
specified timeframes.  Vintage has given notice that Caprius is in
default for not completing certain of the post-closing matters
within the time periods specified in the Loan Facility, but may at
its discretion make future advances under the Loan Facility that
would not operate as a waiver of any of its remedies.

Caprius has completed some of those post-closing matters and is
working to complete the balance of those covenants which are
curable.  The interest rate on the Loan Facility has been
increased to the default rate of 17% until such time as all
defaults are cured or waived.  Vintage is not obligated to fund
the Company until such time as the defaults have been cured or
waived.

In a separate regulatory filing, Vintage said it will consider the
feasibility and advisability of various alternative courses of
action with respect to its investment in the Caprius, including
increasing or disposing of its stake, or proposing changes in the
present board of directors or management of the Company.

As of January 22, 2010, Vintage beneficially owned 25,602,333
Shares, representing 40% of the Shares outstanding as reported to
Vintage by the Company.

                            Morgan Deal

Caprius also disclosed that on October 16, 2009, it entered into
an Employment Agreement with Dwight Morgan, its Chairman of the
Board, Chief Executive Officer and President, for a term ending
October 31, 2010, subject to one-year renewals.  The Morgan
Agreement includes, in addition to the continuation of Mr.
Morgan's base salary at the current level of $250,000, a provision
for an annual bonus as determined by the Compensation Committee,
severance provisions, and non-competition provisions.

                        Sassoon Settlement

Effective on October 19, 2009, Caprius settled the litigation
which had been instituted by Andre Sassoon and Andre Sassoon
International, Inc., against Caprius, its subsidiary, MCM
Environmental Technologies, Inc., and George Aaron, an executive
officer, by paying Sassoon $180,000.  A portion of the settlement
was provided by Caprius' insurance carrier.  Caprius also entered
into mutual general releases and stipulations of discontinuance
with prejudice.

In addition, in connection with the settlement, Caprius received
all previously outstanding common stock of MCM-US owned by third
parties, which had been pledged to Sassoon under a previous
shareholder agreement.  As a result, Caprius now owns 100% of the
equity of MCM-US.

On November 30, 2009, the Office of the Chief Scientist in Israel
approved the request of Caprius' Israeli subsidiary MCM
Environmental Technologies Ltd. to transfer its technology rights
to MCM-US upon repayment to the OCS of $240,000, representing the
balance of an OCS grant.  The OCS grant had been to assist MCM-
Israel in the development of certain technology related to
Caprius' SteriMed System.

                           About Caprius

Caprius, Inc. -- http://caprius.com/-- is engaged in
manufacturing proprietary equipment for on-site medical waste
processing.  The Company and its subsidiary, M.C.M. Environmental
Technologies, Inc., are headquartered in Hackensack, New Jersey.
The Company's SteriMed Systems (SteriMed and SteriMed Junior)
simultaneously shred and disinfect regulated medical waste,
reducing its volume up to 90%, and rendering it harmless for
disposal as ordinary waste.  The SteriMed Systems are
environmentally friendly and efficiently disinfect infectious
clinical waste, including full sharps containers, dialyzers, blood
lines, bandages, plastic tubing, glass and other waste in a 15
minute cycle.  The patented technology is an alternative to costly
hauling and incineration of medical waste.


CATHOLIC CHURCH: Greens Appeal Sale of Pilgrim's Springs
--------------------------------------------------------
Louis H. and Nancy E. Green notify the U.S. Bankruptcy Court for
the District of Alaska that they will take an appeal from Judge
MacDonald's order and judgment entered January 21, 2010, imposing
sanctions for violation of the automatic stay and ordering the
Greens to dismiss their parallel state court action for quiet
title.  The Greens elect to have their appeal heard at the U.S.
Bankruptcy Court for the District of Alaska.

The Greens also seek (i) an expedited request for a preliminary
injunction against Catholic Bishop of Northern Alaska's proposed
sale of the Pilgrim Springs Property, (ii) a lien on the Property,
(iii) an expedited stay of the State Court dismissal, and (iv) an
order allowing the parallel State Court Action to proceed.

                        Diocese Objects

Although it is both unclear and procedurally improper, the Diocese
tells Judge MacDonald that it interprets certain clauses in the
Notice of Appeal to be:

  (a) a motion for preliminary injunction to stop the auction of
      the Pilgrim Spring Property pursuant to the Plan and
      scheduled for March 5, 2010;

  (b) a request for a lien as adequate protection for the
      Greens' purported interest in the Pilgrim Springs Property
      if a sale were to occur; and

  (c) a request for a stay pending appeal.

The Diocese also sought and obtained the Court's nod for an
expedited hearing set for February 16, 2010, on its objection with
respect to the Greens and Mr. Collins' requests.

All three requests for relief are properly brought before the
Bankruptcy Court, notwithstanding the loss of jurisdiction that
occurs with an appeal, asserts Susan G. Boswell, Esq., at Quarles
& Brady LLP, in Tucson, Arizona.  Under Rule 8005 of the Federal
Rules of Bankruptcy Procedure, she notes, a motion for stay
pending appeal must be brought to the Bankruptcy Court in the
first instance.

Likewise, Ms. Boswell contends, the Bankruptcy Court is the only
court where the Greens, and their attorney, Byron E. Collins,
Esq., could file a complaint to support a preliminary injunction,
without again violating the stay.  Further requests for adequate
protection in connection with the imminent sale of the Pilgrim
Springs Property also clearly fall within the Bankruptcy Court's
core jurisdiction and is not a matter for an appellate court, she
adds.

In light of the critical importance that the auction and sale of
the Pilgrim Springs Property have for purposes of timely
consummating the recently approved Third Amended and Restated
Joint Plan of Reorganization and because Mr. Collins and the
Greens are not entitled to any of the three forms of relief that
they request, Ms. Boswell tells Judge MacDonald that the Diocese
is filing an objection to the relief requested in the Notice of
Appeal.

Ms. Boswell argues that no preliminary injunction can be properly
issued to stall the sale of the Pilgrim Springs Property under
Section 363 of the Bankruptcy Code.  She contends that the Greens
are not entitled to a lien or any other adequate protection
because the indubitable equivalent of nothing is nothing.  She
insists that the Greens' purported interest in the Pilgrim Springs
Property is entirely invalid, and at most, the Greens served as
caretakers of the property on behalf of CBNA's tenant, Pilgrim
Springs, Ltd.

George W. Bowder, the Diocese's Director of Finance, and Thomas
Buzek, the Diocese's Business Administrator, tell Judge MacDonald
in separate declarations that Pilgrim Springs, Ltd., employed or
had some other contractual relationship with the Greens as
caretakers of Pilgrim Springs.  Mr. Buzek also reveals that in
March 2009, after the lease with Pilgrim Springs, Ltd., was
terminated, the Greens e-mailed him requesting to be employed by
the Diocese as caretakers of Pilgrim Springs in a similar capacity
to that in which they had worked for or with Pilgrim Spring, Ltd.

No stay pending appeal is warranted, and neither should the sale
be enjoined, Ms. Boswell further asserts.  She adds that the
Greens will not suffer harm if the stay is denied, but substantial
harm will come to the Diocese and its bankruptcy estate if a stay
is granted.

Accordingly, the Diocese asks the Bankruptcy Court to (i) decline
to issue any preliminary injunction, (ii) denying the Greens any
adequate protection, and (iii) deny any stay pending appeal, or in
the alternative requiring Mr. Collins and the Greens to provide a
$3,000,000 bond.

                 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).


CATHOLIC CHURCH: Nagler Asks Spokane to Explain Payment Delays
--------------------------------------------------------------
Plan Trustee Gloria Z. Nagler asks the United States Bankruptcy
Court for the Eastern District of Washington to issue an order to
show cause, directing The Catholic Bishop of Spokane, also known
as The Catholic Diocese of Spokane, and its attorneys, Gregory J.
Arpin, Esq., and Paine Hamblen LLP, to appear and show cause why
they should not be held in contempt of the Court's orders (i) on
confirmation of the Plan of Reorganization, (ii) regarding payment
of future claims, and (iii) denying stay of proceedings pending
appeal.

Ms. Nagler relates that on January 13, 2010, Mr. Arpin sent to her
and to certain notice parties an e-mail, in which he, on behalf of
Diocese, threatened to sue her personally if the Diocese's
position was ultimately sustained on appeal, but after funds were
released from the Plan Trust.  The Diocese also confirmed its
decision not to further seek a review of the denial of the
Diocese's motion for stay of the Court's order directing the Plan
Trustee to make the pending distribution.

"[I]f it [the Diocese] ultimately prevails on its appeal that the
TCR determinations can and should be reviewed for ultra vires acts
and abuse of discretion, the Diocese reserves all rights to look
to the Trustee to reimburse the FC Fund for money paid out on
claims that do not qualify under the Plan as Future Claims," Mr.
Arpin's letter concludes.

To the extent that the letter was intended to dissuade her from
carrying out her duties pursuant to the terms of the Plan, the
Diocese and its legal counsel have willfully disregarded the
Court's refusal to stay distribution from the Plan Trustee, and
the direction given by the Court to distribute the funds for
payment of future tort claims allowed by the Tort Claims Reviewer,
Ms. Nagler contends.  She insists that there is no other
interpretation of the e-mail than a direct threat made by the
Diocese, Mr. Arpin and his law firm that they will engage her in
litigation, seeking a personal judgment against her, if she obeys
the Court's order and makes payment as directed by the Court.

The communication from the Diocese and Mr. Arpin is made for the
improper purpose of deterring the Plan Trustee from complying with
a Court Order to disburse funds to allowed claimants, and seeks to
interfere with and prevent her performance of her duties under the
Plan Trust, the Plan, the Washington State Bar Rules of
Professional Conduct and federal law, Ms. Nagler argues.  She
asserts that Mr. Arpin seeks to use the threat of expensive
litigation seeking personal liability of the Plan Trustee -- a
threat that cannot be made in good faith under any rational
application of law or facts to these circumstances -- to
accomplish that which he could not accomplish on the merits.

"When this [C]ourt denied the Diocese's motion seeking a stay
pending appeal, the sole legal and ethical course of action
available to the Diocese and [Mr.] Arpin was to seek further
review of this court's order, not to threaten liability of the
Plan Trustee for doing her job," Ms. Nagler tells Judge Williams.

Ms. Nagler, hence, asks the Court to find that the Diocese and its
legal counsel to be in contempt of the Court's orders, and for
sanctions against the Diocese, Paine Hamblen and Mr. Arpin,
individually and his marital community for not less than $10,000,
to be paid to the Plan Trust.  She also asks the Court to direct
them to pay all costs and attorney's fees associated with the
presentation of her request.

                      Diocese Files Brief

Because the Reorganized Debtor has not violated any order of the
Court, has not taken any action improper or unlawful action to
interfere with any of the Court's order, and the Plan Trustee
cannot meet her burden to demonstrate by clear cogent and
convincing evidence that the Reorganized Debtor is in contempt,
the Court should not find the Reorganized Debtor in contempt and
should not impose any sanctions upon the Reorganized Debtor, John
D. Munding, Esq., at Crumb & Munding, P.S., in Spokane,
Washington, argues in a brief filed by the Diocese.

The Plan Trustee has not shown by clear and convincing evidence
that the Diocese has failed to comply with any specific order of
the Court or failed to act based upon a good faith and reasonable
interpretation of the order, Mr. Munding contends.  He asserts
that in order for an award of civil contempt sanctions to be
proper, the party seeking the award must establish (i) that a
party violated a court order, (ii) beyond substantial compliance,
(iii) not based on a good faith and reasonable interpretation of
the order, and (iv) by clear and convincing evidence, citing
Labor/Community Strategy Center v. Los Angeles County
Metropolitan, 564 F.3d 1115, 1123 (9th Cir. 2009).

The only evidence relied upon by the Plan Trustee in her efforts
to support her allegation that the Reorganized Debtor has violated
orders of the Court is an e-mail by Mr. Arpin advising the Plan
Trustee that the Reorganized Debtor has not relinquished any
rights it may have against any party ultimately found to have
acted ultra vires or in violation of the Plan, Mr. Munding
contends.  He insists that the e-mail expresses legal opinion, and
is an expression of legal advocacy in Mr. Arpin's role as an
attorney.

The predicate for the Plan Trustee's Motion to Show Cause is an
informal communication between professionals as participants in a
bankruptcy proceeding, Mr. Munding notes.  He argues that the e-
mail is not a violation of any Court order by the Diocese and
there has been no showing beyond speculation and conjecture the e-
mail was sent in bad faith or for an improper purpose, nor has
there been any showing it was not based upon a reasonable
interpretation of the Plan.

"Certainly, the email was not in contravention of any order of
this Court.  Quite simply, notice that the Reorganized Debtor is
not relinquishing any rights is not a 'threat' and does not
warrant the imposition of sanctions on the Reorganized Debtor for
civil contempt," Mr. Munding tells Judge Sontchi.  "Contempt is
knowing and intentional violation of a specific order of a court.
There is no contempt here," he continues.

              Paine Hamblen and Mr. Arpin Respond

Because the Plan Trustee seeks sanctions against Mr. Arpin and
Paine Hamblen individually, they submit a separate response to her
Motion to Show Cause.  The response is supported by Mr. Arpin's
declaration and the declaration of Daniel J. Gibbons, Esq., filed
in opposition to the Future Claimants' Motion to Enforce Plan.
Mr. Arpin and Paine Hamblen also join in the response to the
Motion to Show Cause filed by the Reorganized Debtor.

Representing Paine Hamblen LLP and Mr. Arpin, William F. Etter,
Esq., at Etter, McMahon, Lamberson, Clary & Oreskovich, P.C., in
Spokane, Washington, argues that the Motion to Show Cause is based
on facts, which do not exist because the Diocese never filed a
motion to enforce plan, nor did the Diocese seek any injunction
against the Plan Trustee.

The Diocese filed only a motion to seal, which the court denied as
moot because it ruled sua sponte it had no jurisdiction to review
the TCR's decisions, even for abuse of discretion or ultra vires
acts, Mr. Etter tells the Court.  Since no motion to enforce the
plan and no request for an injunction were ever filed with the
Court, the Court could not have "rejected" those motions, he
contends.  He insists that the assertions to the contrary in the
Motion to Show Cause are flat wrong.

The Motion to Show Cause is based on a single e-mail from Mr.
Arpin in which he notified the Plan Trustee that the Diocese was
proceeding with an appeal, and if successful, "reserves all rights
to look to the Trustee to reimburse the FC Fund for money paid out
on claims that do not qualify under the Plan as Future Claims,"
Mr. Etter asserts.

"The Plan Trustee's interpretation aside, Mr. Arpin's e-mail is
not an improper threat, but is merely a statement of his client's
legal position," Mr. Etter tells the Court.  He points out that
the Diocese fully expects the Plan Trustee, as well as the TCR, to
comply with the Plan and the Court's orders, and has never
advocated otherwise.  "Neither Mr. Arpin nor Paine Hamblen are
responsible for the Plan Trustee's assumptions or fears of
potential personal liability that the Plan Trustee herself
previously recognized," Mr. Etter adds, among other things.

                         *     *     *

Judge Williams directs the Diocese of Spokane and its counsel, Mr.
Arpin and Paine Hamblen, to appear in person before the Court on
February 22, 2010, at 1:30 p.m., to show cause why they should not
be held in contempt of the Court's Orders.

The declaration of facts and legal memoranda to be submitted by
the Diocese and its counsel, in response to the Plan Trustee's
Motion to Show Cause will be submitted to the Court and
distributed to the Plan Trustee no later than February 11, 2010.
All pleadings submitted in reply must be submitted to the Court no
later than February 19.

The Court further directed that the Diocese, its counsel and Ms.
Nagler will appear in person at the February 22 hearing, and
should other interested parties wish to appear regarding the
hearing in lieu of personal appearance, may then attend
telephonically.

                   About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's second amended joint plan.
That plan is effective May 31, 2007.  (Catholic Church Bankruptcy
News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Future Claimants Want Spokane Plan Enforced
------------------------------------------------------------
Certain future tort claimants represented by Dillon E. Jackson,
Esq., at Foster Pepper PLLC, in Seattle, Washington, ask the U.S.
Bankruptcy Court for the Eastern District of Washington to (i)
enforce the confirmed Plan of Reorganization of The Catholic
Bishop of Spokane, also known as The Catholic Diocese of Spokane,
(ii) direct the Tort Claims Reviewer to make decisions, and (iii)
direct the Plan Trustee to pay allowed Future Tort Claims.

Mr. Dillon relates that Section 11.7.2.1. of the Plan requires the
Plan Trustee to pay Allowed Future Claims within 30 days of
allowance of those claims.  He tells Judge Williams that several
Future Tort Claims have been allowed by the TCR and are due for
payment under the terms of the Plan.

The Diocese seeks to halt payment of allowed Future Tort Claims,
Mr. Dillon asserts citing that the Diocese's actions are premised
on its claim that the awards made by the TCR are ultra vires.  He
says that the Diocese has asserted that the Plan Trustee had a
duty to reject the awards made by the TCR and refuse payment.

The Court denied the Diocese's request to halt payment and the
subsequent motion to stay pending appeal of that request.  The
Diocese did not pursue a stay with the appellate Court.

Although the Court permitted payment of Allowed Future Tort Claims
after January 6, 2010, the parties were kept informed of the
progress and timing of the payments, Mr. Dillon discloses.

Before the Plan Trustee delivered checks to the Allowed Future
Claims, Mr. Dillon informed the Court that the Diocese's counsel,
Gregory J. Arpin, Esq., at Paine Hamblen LLP, in Spokane,
Washington, sent a letter to the Plan Trustee, the TCR and certain
Future Tort Claimants' counsel.

In the e-mail, Mr. Arpin said that the Diocese will not pursue its
request to stay claim payments pending its appeal, and that it
will pursue its appeal of the issues raised by Judge Williams'
determinations regarding review of the TCR's claims decisions.  If
the Diocese ultimately prevails on its appeal that the TCR
determinations can and should be reviewed for ultra vires acts and
abuse of discretion, Mr. Arpin noted that the Diocese reserves all
rights to look to the Plan Trustee to reimburse the FC Fund for
money paid out on claims that do not qualify under the Plan as
Future Claims.

Mr. Dillon contends that the Plan Trustee cannot be subject to
liability if acting in compliance with the Court's order
permitting the Plan Trustee to commence the payment process.  He
asserts that based upon the threatening e-mail, the Diocese takes
the position that permission to pay as opposed to a mandate to
pay, leaves the Plan Trustee with discretion whether or not to
pay.  He adds, among other things, that entry of an order
directing payment of the allowed claims is appropriate as set
forth in the confirmed Plan.

The Court will commence a hearing on February 22, 2010, to
consider the request.

                       Diocese Responds

The Diocese tells Judge Williams that it fully expects the Plan
Trustee to comply with the Plan and the Court's order regarding
payment of Future Claims.  Daniel J. Gibbons, Esq., at Paine
Hamblen LLP, in Spokane, Washington, submits a declaration in
support of the Diocese's response.

"The Diocese did not and does not advocate that the Plan Trustee
violate the Plan, the Plan Trust Agreement or any order of this
Court," Mr. Gibbons contends.  "On the contrary, the Diocese
merely notified the Plan Trustee that it is proceeding with its
appeal of this Court's ruling that it has no jurisdiction to
review the TCR's decisions for abuse of discretion or ultra vires
acts," he explains.

In the event the Diocese prevails on the appeal, and a court
determines that distributions were made to individuals, who did
not qualify as Future Tort Claimants under the Plan, the Diocese
has "reserved all rights" to look to the Plan Trustee to make the
FC Fund whole, Mr. Gibbons argues.  "If the Diocese has no such
rights, it has 'reserved' nothing," he continues.

If the Diocese is successful on its appeal, the Plan Trustee may
be required to recoup improper distributions from claimants, look
to her bond to replenish the FC Fund, or pursue other means of the
making the FC Fund whole, Mr. Gibbons asserts.

The Future Claimants lack standing to obtain relief on behalf of
other parties, and jurisdiction over matters relating to the Order
on Future Claims payments has been transferred to the District
Court, Mr. Gibbon argues.  He adds that the case cited by the
Future Claimants does not provide any immunity for ultra vires
acts.  He notes that the Plan and Plan Trust Agreement
specifically provide that the Plan Trustee may be liable for ultra
vires acts, and the Plan Trustee has recognized the possibility of
liability for payment of Future Tort Claims that do not qualify
under the Plan.  To the extent the request presents any dispute,
the dispute is not ripe for judicial resolution, he continues.

                   About The Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts.

The Diocese of Spokane, the Tort Claimants Committee, the Future
Claims Representative, and the Executive Committee of the
Association of Parishes delivered an Amended Plan of
Reorganization, and a Disclosure Statement describing that Plan to
the Court on Feb. 1, 2007.  The Honorable Patricia C. Williams
approved the disclosure statement on March 8, 2007.  On April 24,
2007, the Court confirmed Spokane's second amended joint plan.
That plan is effective May 31, 2007.  (Catholic Church Bankruptcy
News; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: District Court Orders Unsealing of Oregon Docs.
----------------------------------------------------------------
Judge Ann Aiken of the U.S. District Court for the District of
Oregon affirmed the U.S. Bankruptcy Court for the District of
Oregon's order dated July 13, 2009, lifting the Protective Order,
lifting the seal on filed documents, and authorizing the release
of deposition transcripts and exhibits.  Judge Aiken also denied
as unnecessary Fathers M's and D's request for oral argument on
their appeal of the order.

"I find that the Bankruptcy Court properly allocated
the burden of maintaining the protection of the disputed
documents subject to the Protective Order to Fathers M and D,"
Judge Aiken noted.  "I find that the Court did not abuse its
discretion when finding Fathers M and D failed to meet their
burden," she added.

Judge Aiken maintained that the Bankruptcy Court did not abuse its
discretion in authorizing the release of the deposition
transcripts and accompanying exhibits because the transcripts of
the depositions of key officials of the Archdiocese of Portland in
Oregon were not subject to the Protective Order.  She pointed out
that the Tort Claimants had advised the Archdiocese and clergy
that the transcripts would be released absent entry of a
protective order to provide them with an opportunity to seek
protection, and none of them did so, including Fathers D and M.

Since the Bankruptcy Court's decisions are affirmed, the appeal is
dismissed, Judge Aiken held.

                   About Archdiocese of Portland

The Archdiocese of Portland in Oregon filed for Chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.

The Court approved the Debtor's disclosure statement explaining
its Second Amended Joint Plan of Reorganization on February 27,
2007.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


CENTRAL CROSSINGS: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Central Crossings Business Park Building II, LLC
        66 York Street
        Jersey City, NJ 07302

Bankruptcy Case No.: 10-14578

Chapter 11 Petition Date: February 18, 2010

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

Debtor's Counsel: Kenneth Rosen, Esq.
                  Lowenstein Sandler
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 597-2500
                  Email: krosen@lowenstein.com

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

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

The petition was signed by Harry Kantor, the company's managing
member.

Debtor's List of 12 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
CSR Construction                                  $66,568

Farer Fersko                                      $10,195

Maser Consulting PA                               $6,093

Longford Landscape Corp.                          $3,798

Central Crossing Business                         $3,187
Park Assoc.

Silva Guard Inc.                                  $2,600

City of Bordentown                                $1,758

Verona Electric Inc.                              $1,108

Hughes Environmental SVC                          $750
Inc.

J. McHale & Associates Inc.                       $460

Burlington County Soil                            $100

Verizon                                           $90


CERVANTES ORCHARDS: Section 341(a) Meeting Scheduled for March 11
-----------------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of creditors
in Cervantes Orchards and Vineyards LLC's Chapter 11 case on
March 11, 2010, at 2:30 p.m.  The meeting will be held at Red Lion
Hotel Yakima Center, 607 E Yakima Ave, Yakima, WA 98901.

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

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

Sunnyside, Washington-based Cervantes Orchards and Vineyards LLC
filed for Chapter 11 bankruptcy protection on February 12, 2010
(Bankr. E.D. Wash. Case No. 10-00787).  Steven H. Sackmann, Esq.,
at Sackmann Law Office, assists the Company in its restructuring
effort.  The Company estimated $10,000,001 to $50,000,000 in
assets and $1,000,001 to $10,000,000 in liabilities in its
petition.


CERVANTES ORCHARDS: Taps John Schultz for Stemilt Management Case
-----------------------------------------------------------------
Cervantes Orchards & Vineyards, LLC, has asked for authorization
from the U.S. Bankruptcy Court for the Eastern District of
Washington to employ John G. Schultz to represent the Debtor in a
claim against Stemilt Management, Inc., pursuant to a 2005
Management Agreement.

The case is pending.  A hearing was set for February 17 and 18.

Mr. Schultz will be paid $200 per hour for his services.

The Debtor assures the Court that Mr. Schultz is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Sunnyside, Washington-based Cervantes Orchards and Vineyards LLC
filed for Chapter 11 bankruptcy protection on February 12, 2010
(Bankr. E.D. Wash. Case No. 10-00787).  The Company listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in liabilities in its petition.


CERVANTES ORCHARDS: Wants Steven Sackmann as Bankr. Counsel
-----------------------------------------------------------
Cervantes Orchards & Vineyards, LLC, has sought permission from
the U.S. Bankruptcy Court for the Eastern District of Washington
to employ Steven H. Sackmann as bankruptcy counsel.

Mr. Sackmann will represent the Debtor in its bankruptcy
proceedings.

The Debtor paid a retainer of $9,131 to Mr. Sackmann's trust fund
and future services at $240 per hour.

The Debtor assures the Court that Mr. Sackmann is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Sunnyside, Washington-based Cervantes Orchards and Vineyards LLC
filed for Chapter 11 bankruptcy protection on February 12, 2010
(Bankr. E.D. Wash. Case No. 10-00787).  The Company listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in liabilities in its petition.


CERVANTES ORCHARDS: Wants to Use Cash Collateral
------------------------------------------------
Cervantes Orchards & Vineyards LLC has sought permission from the
U.S. Bankruptcy Court for the Eastern District of Washington to
use cash collateral.

The Debtor will provide a substitute lien on (a) 2010 growing
crops -- into which the cash collateral will be prudently
invested; and (b) in crop insurance in respect of the 2010 crop.

R. Bruce Johnston, Esq., at the Law Offices of R. Bruce Johnston,
P.S., explains that the Debtor needs the money to preserve the
condition and value of the trees and make improvements on the
Debtor's real property; produce a viable 2010 crop of apples,
grapes and cherries, which is also necessary to the preservation
of the condition and value of the capital assets; and re-finance
or sell capital assets of the Debtor in a commercially reasonable
manner.

Deere Credit claims an interest to all cash collateral, but the
Debtor doubts that Deere had any material interest in cash
collateral at the time of the initial Chapter 11 filing by
Cervantes, and as a consequence the Plan approved in that case
limited Deere's interest in cash collateral to $1 million, and
provided specific reductions in that amount consequent to payments
made under the Plan.  The Debtor estimates that Deere's interest
in cash collateral to be less than $450,000.  The Debtor will
present evidence at the hearing as to the extent of Deere's
interest in cash collateral, but asserts the burden of proving the
interest in cash collateral rests on Deere.  Because Deere is
over-secured, and because its claim to cash collateral is
otherwise not equitable, the Debtor further asserts that Deere
should be denied any interest in cash collateral.

The Debtor doesn't believe its claims to Adjusted Gross Income
insurance proceeds or to the 2005 Stemilt claims constitute cash
collateral.  Debtor will submit the arbitration or settlement
results as soon as they are available -- which will be before
March 3, 2010 -- and the character and basis for recovery to the
extent specifically determined for consideration of this claim.

If it is determined that AGR claims of Debtor are cash collateral
(which Debtor disputes) Debtor will provide a replacement lien in
2010 AGR proceeds.

Sunnyside, Washington-based Cervantes Orchards and Vineyards LLC
filed for Chapter 11 bankruptcy protection on February 12, 2010
(Bankr. E.D. Wash. Case No. 10-00787).  Steven H. Sackmann, Esq.,
at Sackmann Law Office, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.


CHEMTURA CORP: Removes States in Legacy Liabilities Suit
--------------------------------------------------------
In November 2009, Chemtura Corp. commenced an adversary proceeding
against the federal government, including the Environmental
Protection Agency, and more than a dozen states for a
determination by the Bankruptcy Court that its legacy liabilities
to these agencies and states are "dischargeable as prepetition,
general, unsecured claims."

The Debtors are allegedly subject to environmental orders, consent
decrees, notices of liability, claims, demands, statutory or
regulatory requirements, and other actual or contingent
obligations and liabilities, including injunctive obligations to
perform response actions with respect to actual or potential
releases and threats of releases of hazardous substances
or other contaminants, at or in connection with sites that are not
owned by the Debtors and are not part of the Debtors' estates.
The Debtors now seek a declaratory judgment that the Environmental
Orders and Obligations are general unsecured "claims" under the
Bankruptcy Code that are dischargeable upon confirmation of a
Chapter 11 plan pursuant to Section 1141(d) of the Bankruptcy
Code.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
notes that in December 2009, the Court conducted a telephone
conference with the Debtors and some of the Defendants.
Afterwards, the Court issued a scheduling order that provided,
inter alia, that the Defendants answer or otherwise respond to
the First Complaint and file a motion to withdraw the reference
on or before January 15, 2010.

Before January 15, the Debtors asked for leave to amend the
First Complaint.  By January 21, 2010, the United States
Government and certain State Defendants filed a motion to
withdraw the reference of the Debtors' Adversary Proceeding to
the United States District Court for the Southern District of New
York.

Accordingly, in order to facilitate the orderly and efficient
resolution of the proceedings, the Debtors and the Defendants
entered into a Bankruptcy Court-approved stipulation, which
provides that:

  -- The Debtors' request to amend the First Complaint is
     granted and the Court accepts the filing of a first amended
     Complaint as of January 19, 2010.  The Defendants are to
     answer or otherwise respond to the Amended Complaint on or
     before February 5;

  -- If the Defendants move to dismiss the Amended Complaint,
     the Debtors have until February 26 to file a response.  The
     Defendants may reply to any motion to dismiss no later than
     March 19;

  -- The Debtors' claims against certain Defendants omitted from
     the Amended Complaint will be dismissed without prejudice
     to any party;

  -- Any Defendant may serve discovery requests limited to the
     ownership or any operations at the sites and facilities
     listed in the Amended Complaint on or before January 27,
     2010.  The Debtors will respond to the discovery requests
     and produce responsive documents no later than February 5.
     The parties will confer in good faith regarding any
     discovery dispute.  In the event an agreement cannot be
     reached, the Defendants will raise any discovery disputes
     with the Court by February 19;

  -- The Parties will confer in good faith in order to attempt
     to arrive at a stipulation of agreed-upon facts regarding
     the Debtors' ownership or any operations at certain sites
     listed in the Amended Complaint no later than February 12,
     2010.  Should the parties not arrive at a stipulation of
     agreed-upon facts regarding the Debtors' ownership or
     operation at the Sites, the Debtors may move for summary
     judgment by submitting their proposed statement of material
     facts, which the Defendants may controvert when responding
     to the Debtors' request for summary judgment;

  -- The Debtors may move for summary judgment on or before
     February 12, 2010.  The Defendants will respond on or
     before March 12.  The Debtors will be given the chance to
     reply to the summary judgment request on or before
     March 26, 2010.

  -- The Defendants may cross move for summary judgment on or
     before March 12, 2010.  Any Defendant who has filed a
     counterclaim to the Amended Complaint also may move for
     summary judgment on the Counterclaims by March 12.  The
     Debtors will respond to any motion for summary judgment on
     counterclaims, or cross motions for summary judgment, on
     or before March 26.  The Counterclaimants and cross-
     movants may reply to the Debtors' assertions, if any, on or
     before April 9;

  -- The Defendants reserve their rights to raise any and all
     defenses to the Amended Complaint;

  -- The entry of the Scheduling Order will be without prejudice
     to the rights of the Parties to move to have the United
     States District Court for the Southern District of New York
     withdraw the reference in any matter related to the Chapter
     11 cases or the Adversary Proceeding.

  -- The Adversary Proceeding withdrawal motion filed by certain
     Defendants will be considered timely.  The parties agree to
     ask that the District Court to enter a briefing schedule on
     the Adversary Proceeding Withdrawal Motion setting the date
     by which the Debtors and other parties will respond for no
     later than February 12, 2010, and the date by which the
     moving parties will file a reply no later than March 5,
     2010.

                    First Amended Complaint

Accordingly, as agreed, the Debtors presented to the Court their
First Amended Complaint on January 19.  Among the changes noted
in the Amended Complaint are:

  -- the removal of these Debtor entities among the plaintiffs:

        * Bio-Lab, Inc.;
        * Crompton Colors, Incorporated;
        * Crompton Holdings Corporation;
        * Great Lakes Chemical Global, Inc.;
        * Monochem, Inc.; and
        * Uniroyal Chemical Company Limited;

  -- the removal of these states among the defendants:

        * Alabama;
        * California;
        * Delaware;
        * Georgia;
        * Illinois;
        * Indiana;
        * Kansas;
        * Lousiana;
        * Michigan;
        * Nevada;
        * Ohio;
        * Oregon;
        * Tennessee;
        * Texas; and
        * West Virginia.

  -- the addition of these entities among the defendants:

        * United States Environmental Protection Agency;
        * Santa Ana Regional Water Quality Control Board;
        * California Department Of Toxic Substances Control;
        * California State Water Resources Control Board;
        * Connecticut Commissioner Of Environmental Protection;
        * Florida Department Of Environmental Protection;
        * New Jersey Department Of Environmental Protection;
        * Administrator Of New Jersey Spill Compensation Fund;
        * New York Department Of Environmental Conservation;
        * North Carolina Division Of Waste Management;
        * North Carolina Department Of Environment And Natural
          Resources; and
        * Pennsylvania Department Of Environmental Protection.

Under the First Amended Complaint, the Debtors specified which
properties they previously owned, but ceased ownership as of the
Petition Date, may be subject to environmental orders and
obligations.  The sites are:

  -- US Hwy 43, Axis, Alabama;
  -- 17461 Derian Avenue, Irvine, California;
  -- 5414 North 56th Street, Tampa, Florida;
  -- 2555 River Road, Harmony Township, New Jersey;
  -- 688-700 Court Street, Brooklyn, New York;
  -- 1602 N Main Street, Lowell, North Carolina; and
  -- 77 North Kendall Ave., Bradford, Pennsylvania.

In addition, the Debtors specified three sites that have always
been owned by unaffiliated third parties, for which the Debtors
may be subject to environmental orders and obligations associated
with the disposal of waste and other materials.  The sites are:

  -- the Gowanus Canal site, which is located in Brooklyn, New
     York;

  -- the Laurel Park, Inc. Superfund Site, which is located in
     Naugatuck, Connecticut; and

  -- the San Joaquin Drum Company Site in San Joaquin,
     California.

Contrary to what was noted in the First Complaint, the Debtors
inform the Court that their negotiations with the governmental
agencies have not resulted in mutually acceptable terms of
settlement.

Mr. Cieri contends that the Debtors cannot afford to have their
reorganization and emergence delayed by their inability to
achieve a consensual resolution with the Defendants.  He instead
emphasizes that a Court ruling on the threshold legal issue of
whether environmental obligations relating to Former Sites and
Third-Party Sites are dischargeable claims will materially
advance negotiations with the Defendants.

Accordingly, the Debtors ask the Court to declare that
Environmental Orders and Obligations that are or may be asserted
against them by the Defendants with respect to the Former Sites
and Third-Party Sites are general unsecured "claims" that are
dischargeable upon confirmation of a Chapter 11 plan pursuant to
Section 1141(d) of the Bankruptcy Code.

A full-text copy of the First Amended Complaint is available for
free at http://bankrupt.com/misc/ChemVsUSAmCom1.pdf

In a separate filing, the Debtors ask the Court for a summary
judgment on the First Amended Complaint.

             Parties Answer First Amended Complaint

From February 3 to 5, 2010, these parties filed answers to the
First Amended Complaint:

  * The State of New Jersey, the New Jersey Department of
    Environmental Protection, and the Administrator of the New
    Jersey Spill Compensation Fund

  * California Department of Toxic Substances Control,
    California Regional Water Quality Control Board, Santa Ana
    Region and California State Water Resources Control Board

  * State of Connecticut and Connecticut Commissioner of
    Environmental Protection

  * State of Florida Department of Environmental Protection

  * Intervenor Highview Properties-One LLC

  * The State of New York and the New York State Department of
    Environmental Conservation

  * State of North Carolina, North Carolina Department of
    Environment and Natural Resources and North Carolina
    Division of Waste Management

  * Passaic Valley Sewerage Commissioners

  * The Commonwealth of Pennsylvania, and the Pennsylvania
    Department of Environmental Protection

  * The United States of America, on behalf of the United States
    Environmental Protection Agency

The Defendants generally deny the Debtors' allegations and assert
that they are without knowledge or information sufficient to form
a belief as to the truth of the allegations.

                      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: B. Martin, et al., Wants Class Claim Certified
-------------------------------------------------------------
Bill Martin, John Burks, Betty Boze, Essie Lee Kelly, Brian Holt,
Barbara Parham, Billy R. Brown, and Deborah Davis are
representatives of a class of creditors who previously filed a
class claim and individual proofs of claim in the Debtors' cases
in October 2009, relating to toxic plume spreading out of the
Debtors' facility in the Rockdale County, Georgia area, and which
resulted in mandatory evacuation.

On the Creditors' behalf, Michael D. Brofman, Esq., at Weiss &
Zarett P.C., in New York, tells the Bankruptcy Court that every
proposed member of the class, which total 2,081, timely filed a
proof of claim.

By this motion, the Class Representatives ask the Bankruptcy
Court to certify the class pursuant to Rules 7023 and 9014 of the
Federal Rules of Bankruptcy Procedure and Rule 23(b)(3) of the
Federal Rules of Civil Procedure.

Mr. Brofman contends that a class offers the most efficient
resolution of the 2,081 individuals whose claims have been timely
filed over the "toxic plume" catastrophe.  He notes that it is
the present intention of the Class Representatives to seek
compensation for the proposed class only out of insurance
proceeds available for that purpose, rather than out of the
Debtors' general assets.

Mr. Brofman points out that the Class Representatives have no
relationship with the Debtors except as claimants and they have
no interests antagonistic to the interests of the proposed class
and will vigorously and capably press the claims of the class.
The Claimants assert that their counsel have extensive experience
litigating, trying, and settling class action litigation,
including cases involving releases of toxic chemicals.

For this reason, the Class Representatives and their counsel aver
that they can, and will, adequately represent the class.

                      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: Objects to Sonneborn's $14.3 Million Claim
---------------------------------------------------------
Chemtura Corp. and its units ask the Court to disallow an
unsecured claim filed by Sonneborn, Inc., for $14,249,067 or, in
the alternative, reduce the Claim to the amount that the Debtors
already contributed toward various obligations in relation to the
Claim and discounted to its present value.

Gerard S. Catalanello, Esq., at Duane Morris LLP, in New York,
notes that the Sonneborn Claim has three separate components:

  -- Trade receivables amounting to $157,109;

  -- Remediation costs for alleged environmental contamination
     in the Debtors' property located at 100 Witco Lane, in
     Petrolia, Pennsylvania, for $1,900,000;

  -- Remediation Costs for the Debtors' facilities in
     Netherlands, amounting to $7,998,225, and allocated as:

        * $3,566,000 for a facility in Amsterdam;
        * $3,599,000 for a facility in Haarlem;
        * $833,000 for a facility in Koog; and

  -- Costs associated with certain alleged retirement
     benefits amounting to $4,193,733.

Mr. Catalanello contends that the Sonneborn Claim, whether
considered as a whole or in its individual components, should be
disallowed because the portion of the Claim related to the
Remediation Costs in connection with activities to investigate or
remediate the Netherlands Facilities and the Pension Benefits
Costs has not been asserted by the proper claimant.  He explains
that the only entity that can assert a claim related to the
Remediation Costs for the Netherlands Facilities and the Pension
Benefits Costs is Sonneborn Refined Products B.V., not Sonneborn,
Inc., which is located in the United States.

In the event the Court does not disallow the Sonneborn Claim for
Remediation Costs for the Netherlands Facilities and the Pension
Benefits Costs on the ground that it has been asserted by an
improper claimant, Mr. Catalanello elaborates that those portions
of the Claim, as well as the portion of the Claim for Remediation
Costs for the Petrolia Facility should nevertheless be disallowed
pursuant to Section 502(e)(1)(B) of the Bankruptcy Code because
future Remediation Costs for the Netherlands Facilities and
Petrolia Facility and the Pension Benefits Costs are contingent
claims for reimbursement or contribution for which there is co-
liability.

"Indeed, the [Sonneborn] Claim for such future and contingent
costs is the textbook example of the type of claim that should be
disallowed under section 502(e)(1)(B) of the Bankruptcy Code,"
Mr. Catalanello says.

In addition to being filed by the wrong party and improperly
seeking damages for contingent reimbursement or contribution, the
Claim for Remediation Costs for the Netherlands Facilities should
also be disallowed because it does not satisfy the contractual
indemnification provisions under a certain assert purchase
agreement that the Debtors entered into with Sonneborn, Mr.
Catalanello adds.  He notes that the Debtors entered into an
asset purchase agreement with Sonneborn Holding LLC, f/k/a RP
Products LLC, on March 17, 2005, for a sale of certain of the
Debtors' assets used in the conduct of manufacturing, marketing
and distributing of various oils and petroleum.

Mr. Catalanello says that the Remediation Costs asserted in
the Sonneborn Claim are based, in part, on the remediation of the
Haarlem Facility up to a remediation level that is suitable for
development of residential complexes.  He points out that
nowhere, however, did the parties agree that the level of
remediation for which expenses the parties are obligated is the
standard required for residential development; rather, the
standard for remediation is the level required for industrial
construction, consistent with the current and past usage of the
facility.

Mr. Catalanello also argues that even if the Remediation Costs
for the Netherlands Facilities fall within the scope of the
Debtors' contractual indemnification obligations, the Court
should still disallow the Remediation Costs as they are highly
contingent and extremely burdensome to estimate.  He suggests
that in this regard, the Court would have to endeavor to
calculate future costs and expenses associated with the cleanup
of the Netherlands Facilities.

In addition to being subject to disallowance under Section
502(e)(1)(B), Mr. Catalanello asserts that the portion of the
Sonneborn Claim for Remediation Costs in relation to the Petrolia
Facility is also fatally flawed because the Debtors have posted
sufficient collateral with the Pennsylvania Department of
Environmental Protection in an amount which exceeds the amount
necessary to complete any remediation at the Petrolia Facility.

"Simply put, Sonneborn US seeks to assert a contingent claim for
which it has no exposure as Chemtura has already satisfied those
expected Remediation Costs," Mr. Catalanello says.

With regard to the Pension Benefit Costs, Mr. Catalanello argues
that there is no legal or factual support for the amount of the
Claim in relation to the Pension Benefits Costs.  He asserts that
if allowed in any amount, the Pension Benefits Costs must be
reduced by the $1,750,000 letter of credit upon which Sonneborn
has already drawn and by the amount the Debtors have already paid
in relation to the Pension Benefits Costs.

                      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)


CHINA LOGISTICS: Amends Q3 2009 Report; Posts $253,759 Net Income
-----------------------------------------------------------------
China Logistics Group, Inc., has filed Amendment No. 1 to its
quarterly report on Form 10-Q for the quarter ended September 30,
2009, as filed on November 23, 2009, to correct the accounting
treatment previously accorded certain transactions and to restate
the Company's consolidated balance sheets at September 30, 2009,
and the Company's consolidated statements of operations, and
consolidated statements of cash flows for the three and nine month
periods ended September 30, 2009, and the Company's consolidated
statement of changes in equity (deficit) for the nine month period
ended September 30, 2009.

The Form 10-Q filed on November 23, 2009, contained errors and
were restated to properly record common stock purchase warrants
which were not indexed to the Company's stock as a derivative
liability at January 1, 2009, upon adoption of Derivative and
Hedging Topic of the FASB ASC 815 and properly record the
subsequent accounting for the changes in the fair value of the
associated liability at September 30, 2009.

                 Restated Statement of Operations

Sales for the third quarter and nine months of 2009 decreased 55%
and 51%, respectively, compared to the same periods in 2008
primarily as a result of a continuing contraction of the Company's
customer base as some of the Company's clients have ceased or
suspended their manufacturing operations since 2008.

The Company reported net income of $253,759 on sales of
$5,791,128 for the three months ended September 30, 2009, compared
to a net loss of $1,383,633 on sales of $12,961,259 for the
corresponding period of 2008.  The swing to net income was
primarily due to a decrease in SG&A expenses of approximately
$265,000 and the absence of the registration rights penalty of
$1,597,000 recorded in the third quarter of 2008.

For the nine months ended September 30, 2009, the Company reported
net income of $3,363,317 on sales of $13,597,689, compared to a
net loss of $881,383 on sales of $27,753,459 for the same period
of 2008.  The change to net income is also due to the fair value
accounting for the Company's derivative liability, the non-
recurring nature of the registration rights penalty and non-
operating bad debt.

                      Restated Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $7,576,644 in total assets and $8,312,782 in total
liabilities, resulting in a $736,138 shareholders' deficit.

A full-text copy of the Company's amended quarterly report is
available for free at http://researcharchives.com/t/s?539e

                        Going Concern Doubt

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

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

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

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

                      About China Logistics

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


CHRISTOPHER MADARA: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Joint Debtors: Christopher G. Madara
                 dba Golden Capital Funding, Golden Resource
                     Management
               Dina M. Madara
               639 Island Street
               Hamburg, PA 19526

Bankruptcy Case No.: 10-20425

Chapter 11 Petition Date: February 18, 2010

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

Judge: Richard E. Fehling

Debtors' Counsel: Frederick L. Reigle, Esq.
                  2901 St. Lawrence Avenue, Suite 202
                  Reading, PA 19606
                  Tel: (610) 779-4550
                  Email: fredericklreigle@hotmail.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.


CINRAM INTL: Bank Debt Trades at 24% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Cinram
International, Inc., is a borrower traded in the secondary market
at 75.50 cents-on-the-dollar during the week ended Friday,
Feb. 19, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 0.45 percentage points from the previous week, The
Journal relates.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank loan matures on April 26,
2011, and carries Moody's B3 rating and Standard & Poor's B-
rating.  The debt is one of the biggest gainers and losers among
187 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

As reported by the Troubled Company Reporter on Feb. 3, 2010,
Standard & Poor's lowered its ratings on Scarborough, Ontario-
based Cinram International, Inc., including the long-term
corporate credit rating to 'B-' from 'B'.  At the same time, S&P
placed all the ratings on CreditWatch with negative implications.
"The rating actions follow the announcement that Cinram received
notice that Warner Home Video, Inc., has exercised its option to
terminate its service agreements with Cinram on July 31, 2010,"
said Standard & Poor's credit analyst Lori Harris.  Warner Home
Video (WHV; not rated) is a subsidiary of Time Warner, Inc.
(BBB/Stable/A-2).

On Feb. 5, 2010, the TCR said Moody's downgraded Cinram
International, Inc.'s corporate family and probability of default
ratings to Caa1 and Caa2 (previously B3 and Caa1).  Individual
debt instruments were also downgraded by one notch.  The rating
actions stem directly from Cinram's announcement that "it has
received written notice from Warner Home Video Inc. that WHV has
exercised its option to terminate its service agreements on
July 31, 2010.  The notice covers all Cinram entities globally and
will directly impact operations in North America, Mexico, UK,
France, Germany and Spain.

Cinram has not provided a clear explanation of the underlying
commercial issues that caused the WHV contract termination notice.

With headquarters in Toronto, Ontario, Canada, Cinram
International, Inc., is one of the world's largest independent
manufacturers, replicators and distributors of DVDs and audio CDs.


CITRUS 278: U.S. Trustee Unable to Form Creditors Committee
-----------------------------------------------------------
The Office of the U.S. Trustee for Region 14 advised the the U.S.
Bankruptcy Court for the District of Arizona it was unable to
appoint an official committee of unsecured creditors in the
Chapter 11 case of Citrus 278, LLC.

The U.S. Trustee related that there were an insufficient number of
unsecured creditors who have expressed interest in serving on a
committee.

The UST reserves the right to appoint a committee if interest
develop among the creditors.

Phoenix, Arizona-based Citrus 278, LLC, is limited liability
company engaged in the business of owning and developing real
property in the State of Arizona.  The Company filed for Chapter
11 bankruptcy protection on November 5, 2009 (Bankr. D. Ariz. Case
No. 09-28416).  Mark W. Roth, Esq., at Polsinelli Shughart P.C.
assists the Company in its restructuring efforts.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


CLAIRE'S STORES: Bank Debt Trades at 20% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 79.67 cents-
on-the-dollar during the week ended Friday, Feb. 19, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.82
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 29, 2014, and carries
Moody's Caa2 rating and Standard & Poor's B- rating.  The debt is
one of the biggest gainers and losers among 187 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Claire's Stores, Inc. -- http://www.clairestores.com/-- operates
as a specialty retailer of fashion accessories and jewelry for
preteens and teenagers, as well as for young adults in North
America and internationally.  It offers jewelry products that
comprise costume jewelry, earrings, and ear piercing services; and
accessories, including fashion accessories, hair ornaments,
handbags, and novelty items.

Based in Pembroke Pines, Florida, Claire's Stores operates under
two brands: Claire's(R), which operates worldwide and Icing(R),
which operates only in North America.  As of Jan. 31, 2009,
Claire's Stores, Inc., operated 2,969 stores in North America and
Europe.  Claire's Stores, Inc., also operates through its
subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a
50:50 joint venture with AEON, Co., Ltd.  The Company also
franchises 198 stores in the Middle East, Turkey, Russia, South
Africa, Poland and Guatemala.

As stated by the Troubled Company Reporter on Sept. 14, 2009,
Claire's Stores, Inc., reported a net loss of $3.733 million for
the three months ended Aug. 1, 2009, from a net loss of
$16.93 million for the three months ended Aug. 2, 2008.  The
Company reported a net loss of $32.75 million for the six months
ended Aug. 1, 2009, from a net loss of $52.50 million for the six
months ended Aug. 2, 2008.

At Aug. 1, 2009, the Company had $2.85 billion in total assets;
and $190.73 million in total current liabilities and $2.72 billion
in total long-term and other liabilities, resulting in
$60.10 million in stockholders' deficit.


CLEAR CHANNEL: Bank Debt Trades at 22% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications, Inc., is a borrower traded in the secondary market
at 78.04 cents-on-the-dollar during the week ended Friday,
Feb. 19, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents a drop
of 1.42 percentage points from the previous week, The Journal
relates.  Clear Channel pays 365 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Jan. 30,
2016, and carries Moody's Caa1 rating and Standard & Poor's CCC
rating.  The debt is one of the biggest gainers and losers among
187 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

Clear Channel Communications, Inc. -- http://www.clearchannel.com/
-- is a diversified media company with three primary business
segments: radio broadcasting, outdoor advertising and live
entertainment.  Clear Channel Communications is the operating
subsidiary of San Antonio, Texas-based CC Media Holdings, Inc.

As reported by the Troubled Company Reporter, Nov. 17, 2009, Clear
Channel Communications, Inc., reported a consolidated net loss of
$92.7 million for the three months ended Sept. 30, 2009, compared
with a consolidated net loss of $80.2 million for the same period
in 2008.  For the nine months ended Sept. 30, 2009, consolidated
net loss was $4.2 billion compared with consolidated net income of
$1.0 billion in the same period of 2008.  Consolidated revenue
decreased $290.6 million to $1.4 billion during the third quarter
of 2009 compared with the same period of 2008.  Consolidated
revenue decreased $1.0 billion during the first nine months of
2009 compared with the same period of 2008.

At Sept. 30, 2009, the Company's consolidated balance sheets
showed $17.7 billion in total assets and $24.7 billion in total
liabilities, resulting in a $7.0 billion total members' deficit.


CLEARPOINT BUSINESS: ComVest Capital Acquires 51% Interests
-----------------------------------------------------------
ComVest Capital LLC purchased a 51% interest in ClearPoint
Business Resources Inc. on a fully diluted basis through the
exercise of a warrant.

ClearPoint Business, which made the announcement of the sale,
provides temporary staffing companies with technology-enabled
access to the most competitive marketplace for buying and selling
temporary labor.  ComVest serves as the Company's senior lender
under a secured revolving credit facility.

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

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

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

The Company issued the warrant to ComVest in connection with
ComVest's extension of the secured revolving credit facility to
the Company on August 14, 2009.  Under the terms of the Amended
and Restated Revolving Credit Agreement with the Company, ComVest
received the right, in connection with certain events of default,
to exercise its warrant for 51% of the fully-diluted common stock
of the Company.

On February 9, 2010, the Company received a notice of certain
defaults from ComVest under the Amended and Restated Revolving
Credit Agreement, including the Company's failure to pay ComVest
approximately $168,000, in the aggregate, of accrued interest and
a loan modification fee.  The Company is obligated to issue to
ComVest 18,670,825 shares of common stock and received
approximately $18,671 from ComVest as the exercise price of the
warrant.

As a result of this transaction, ComVest now owns 51% of the
Company's fully diluted common stock and approximately 56.7% of
the outstanding common stock of the Company.  In addition to its
majority stockholder position, ComVest remains the Company's
senior secured lender and has waived existing defaults under the
revolving credit facility.

                About ClearPoint Business Resources

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

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

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

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

                       Going Concern Opinion

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


COACHMEN INDUSTRIES: Revises Financial Results for 4th Qtr 2009
---------------------------------------------------------------
Coachmen Industries Inc. revised its financial results issued on
Feb. 1, 2010.  The revision was related to the accounting
treatment of the loan agreement and resulted in balance sheet
classification changes, and a non-cash charge to earnings.

On Oct. 27, 2009, the Company completed a two year $20.0 million
loan agreement as borrowers with H.I.G. All American, LLC, for a
$10.0 million revolving note and $10.0 million in convertible
notes.  In connection with the convertible notes, the Company
issued to H.I.G. approximately 6.7 million Common Stock Purchase
Warrants. The convertible notes also contain a beneficial
conversion feature.  The fair value of the warrants and the
beneficial conversion feature were determined to be $7.6 million
and $5.4 million, respectively, and the resulting $13.0 million
has been recorded as a liability on the balance sheet in
accordance with generally accepted accounting principles.

The Company recorded a debt discount on the convertible notes for
the full $10.0 million due to the issuance of the warrants and
beneficial conversion feature whose fair value exceeded the value
of the debt.  The difference between the debt discount of
$10.0 million and the fair value of the warrants and the
beneficial conversion feature of $13.0 million resulted in $3.0
million being recorded as a non-cash interest expense during the
4th quarter.   At Dec. 31, 2009, the Company has not borrowed
against the revolving note and the $10 million in convertible
debt, which has been borrowed, will be accreted to the balance
sheet over the 2 year life of the loan agreement.

"The housing markets may have stopped their freefall, but they
have not yet begun to improve.  Quarterly sales in our primary
housing business were 44% less than what they were in the same
quarter in 2008," commented Richard M. Lavers, President and Chief
Executive Officer.  "Nonetheless, we improved our gross profit
significantly year over year, and our losses in the fourth quarter
were about 1/10th of the prior year's loss.  Our Specialty
Vehicles business is showing significant growth, with quarterly
sales revenue up more than 365% as compared to the same quarter
last year.  These improvements show that we remain headed in the
right direction, despite general economic conditions."

Net sales from continuing operations for the fourth quarter were
$15.5 million compared to $18.9 million reported for the same
period in 2008.  Gross profits for the quarter were $1.13 million
or 7.3% of revenues, compared to a gross profit of $36,000 or
0.19% of revenues for the fourth quarter of 2008.  The Company
reported a net loss from continuing operations of ($6.09) million,
or ($0.38) per share, versus a net loss from continuing operations
of ($19.1) million, or ($1.21) per share in the fourth quarter of
2008.  Net loss, including discontinued operations, was
($5.9) million, or ($0.37) per share in the fourth quarter of
2009, versus a net loss of ($52.9) million, or ($3.35) per share
in the fourth quarter of 2008.

A full-text copy of the report containing the revised financial
results is available for free at:

               http://ResearchArchives.com/t/s?53a0

                     About Coachmen Industries

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

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

                           *     *     *

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

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

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


CORD BLOOD: Enable Capital No Longer Holds Stake
------------------------------------------------
Enable Capital Management, LLC; Enable Growth Partners, L.P.; and
Mitchell S. Levine disclosed that as of December 31, 2009, they no
longer held shares of Cord Blood America, Inc.  Mr. Levine is the
managing member and majority owner of ECM.  No other details were
provided.

                           Going Concern

CBAI, in its financial report on Form 10-Q for the quarter ended
September 30, 2009, filed with the Securities and Exchange
Commission, said it has experienced recurring net losses from
operations, which losses have caused an accumulated deficit of
roughly $30.9 million as of September 30, 2009.  In addition, CBAI
has a working capital deficit of roughly $5.3 million as of
September 30, 2009.  These factors, among others, raise
substantial doubt about CBAI's ability to continue as a going
concern.

At September 30, 2009, CBAI had $4.2 million in total assets
against $5.5 million in total liabilities, resulting in
$1.2 million in stockholders' deficit.  At September 30, 2009,
CBAI had $158,164 in cash.

                    About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.


CORD BLOOD: Issues 363.6MM Shares to Tangiers to Raise Cash
-----------------------------------------------------------
Cord Blood America, Inc., has filed with the Securities and
Exchange Commission a Form S-1 Registration Statement under the
Securities Act of 1933 and accompanying prospectus to register
363,636,364 shares of the Company's common stock, par value of
$0.0001, that will be issued to Tangiers Investors, LP.  CBAI
issued the additional shares to Tangiers to receive advances under
the parties' Securities Purchase Agreement.

Pursuant to the Securities Purchase Agreement, CBAI may, at its
discretion, periodically issue and sell to Tangiers shares of its
common stock for a total purchase price of $4,000,000.  CBAI has
obtained $1,200,000 in cash advances under the Securities Purchase
Agreement.

The Company has filed registration statements in the past to
register a total of 297,558,755 shares of common stock issuable
pursuant to the Securities Purchase Agreement.

The shares may be offered for resale by Tangiers at prices
established on the Over-the-Counter Bulletin Board during the term
of the offering, at prices different than prevailing market prices
or at privately negotiated prices.

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?5375

                 $1.5MM Funding from JMJ Financial

On January 6, 2010, CBAI borrowed $1,500,000, in exchange for
issuance of a $1,550,000 "Convertible Promissory Note" to JMJ
Financial.  The Company Note bears interest in the amount of (i)
the fixed of sum of $50,000 represented by the difference between
the Consideration for the Company Note ($1,500,000), and the face
amount of the Company Note ($1,550,000); plus a one time interest
charge of 10%, payable with the Company Note's principal amount on
the maturity date, January 6, 2013.

All or a portion of the Company Note principal and interest is
convertible at the option of the investor/holder from time to
time, into shares of the Company's common stock, at a per share
conversion price equal to 85% of the average of the 5 lowest
traded prices for the Company's common stock in the 20 trading
days previous to the effective date of each such conversion.

The sole consideration for the Company Note issued by the Company
to the private investor, was non cash, and is in the form of a
Secured & Collateralized Promissory Note in the principle amount
of $1,500,000, issued by the private investor and delivered to the
Company (the Investor Note), along with collateral to secure the
Investor Note's payment.  This Investor Note is in the principal
amount of $1,500,000, bears interest in the form of a one time
interest charge of 10.33%, and interest is payable with the Note's
principal on its maturity date, January 6, 2013.

The Investor Note is to be secured by $1,500,000 worth of money
market funds (or similar equivalent), or $1,500,000 worth of any
other assets, as memorialized and evidenced pursuant to the terms
of a separate Collateral and Security Agreement.

While no mandatory principal or interest payments are due on the
Investor Note until its maturity date, the Investor Note
contemplates further voluntary pre payments by the investor on the
Investor Note to the Company at the approximate rate of $100,000
per month, beginning 7 months after Investor Note issuance, or
about the beginning of August, 2010, but only provided: (i) all
requests by the investor for conversion of principal and interest
on the Company Note are honored; and (ii) the Company's common
stock issued upon such conversions of portions of the principal
and interest on the Company Note is freely tradable in the hands
of the investor under Federal Securities laws and regulations.

The Company plans to use future discretionary prepayments on the
Investor Note made by the Investor for working capital purposes.

At the Borrower's election, the Borrower may pay the conversion in
cash rather than shares, and agrees to reserve 400 million shares
of common stock for the full conversion of both Convertible
Promissory Notes B-12172009a and B-12172009b which has yet to be
executed.

                           Going Concern

CBAI, in its financial report on Form 10-Q for the quarter ended
September 30, 2009, filed with the Securities and Exchange
Commission, said it has experienced recurring net losses from
operations, which losses have caused an accumulated deficit of
roughly $30.9 million as of September 30, 2009.  In addition, CBAI
has a working capital deficit of roughly $5.3 million as of
September 30, 2009.  These factors, among others, raise
substantial doubt about CBAI's ability to continue as a going
concern.

At September 30, 2009, CBAI had $4.2 million in total assets
against $5.5 million in total liabilities, resulting in
$1.2 million in stockholders' deficit.  At September 30, 2009,
CBAI had $158,164 in cash.

                    About Cord Blood America

Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily
a holding company whose subsidiaries include Cord Partners, Inc.,
CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc.
D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel
Inc, D/B/A Rainmakers International.  Cord specializes in
providing private cord blood stem cell preservation services to
families.  BodyCells is a developmental stage company and intends
to be in the business of collecting, processing and preserving
peripheral blood and adipose tissue stem cells allowing
individuals to privately preserve their stem cells for potential
future use in stem cell therapy.  Properties was formed to hold
the corporate trademarks and other intellectual property of CBAI.
Rain specializes in creating direct response television and radio
advertising campaigns, including media placement and commercial
production.


CRYOPORT INC: Fiscal Q3 2009 Net Loss Hikes to $2.45 Million
------------------------------------------------------------
CryoPort, Inc., reported a net loss of $2,450,669 for the three
months ended December 31, 2009, compared with a net loss of
$1,454,081 for the three months ended December 31, 2008.  Loss
from operations for the three months ended December 31, 2009,
increased $170,222 to $891,180 compared to $720,958 for the three
months ended December 31, 2008.

During the three months ended December 31, 2009, the Company
generated shipper revenues of $20,707 compared to shipper revenues
of $9,207 in the same period of the prior year.

The Company recognized a gain on the change in fair market value
of derivatives of $4,508,352 during the three months ended
December 31, 2009, compared to $0 in the three months ended
December 31, 2008.

                       Nine Months Results

Net loss for the nine months ended December 31, 2009, was
$5,085,376 compared to a net loss of $11,245,855 for the nine
months ended December 31, 2008.  Loss from operations for the nine
months ended December 31, 2009 increased to $2,883,736 compared to
$2,510,858 for the nine months ended December 31, 2008.

During the nine months ended December 31, 2009, the Company
generated $42,888 from shipper revenues compared to shipper
revenues of $28,613 in the same period of the prior year, an
increase of $14,275 (50%).

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed $1,964,134 in total assets and $21,585,470 in total
liabilities, resulting in a $19,621,336 shareholders' deficit.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $895,205 in total current
assets available to pay $20,092,678 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?539f

                       Going Concern Doubt

The Company has not generated significant revenues from operations
and has no assurance of any future revenues.  The Company
generated revenues from operations of $35,124, incurred a net loss
of $16,705,151 and used cash of $2,586,470 in its operating
activities during the year ended March 31, 2009.  The Company
generated revenues from operations of $42,888, had net loss of
$5,085,376, and used cash of $1,941,693 in its operating
activities during the nine months ended December 31, 2009.  In
addition, the Company had a working capital deficit of
$19,197,473, and had cash and cash equivalents of $647,308 at
December 31, 2009.  The Company's working capital deficit at
December 31, 2009, included $13,740,633 of derivative liabilities,
the balance of which represented the fair value of warrants and
embedded conversion features related to the Company's convertible
debentures which were reclassified from equity during the nine
months ended December 31, 2009.  Currently management has
projected that cash on hand, including cash borrowed under the
convertible debentures issued in the first, second, and third
quarter of fiscal 2010, will be sufficient to allow the Company to
continue its operations only into the fourth quarter of fiscal
2010.  "These matters raise substantial doubt about the Company's
ability to continue as a going concern."

                       About CryoPort Inc.

Headquartered in Lake Forest, Calif., CryoPort, Inc. (OTC BB:
CYRXD) -- http://www.cryoport.com/-- is a provider of an
innovative cold chain frozen shipping system dedicated to
providing superior, affordable cryogenic shipping solutions that
ensure the safety, status and temperature of high value,
temperature sensitive materials.  The Company has developed a line
of cost-effective reusable cryogenic transport containers
(referred to as a "shipper") capable of transporting biological,
environmental and other temperature sensitive materials at
temperatures below 0 degrees Celsius.


CUONG VIET DO: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Cuong Viet Do
               Minha T. Do
               18245 Saratoga-Los Gatos Road
               Monte Sereno, CA 95030

Bankruptcy Case No.: 10-51583

Chapter 11 Petition Date: February 18, 2010

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtors' Counsel: Lars T. Fuller, Esq.
                  The Fuller Law Firm
                  60 N Keeble Ave.
                  San Jose, CA 95126
                  Tel: (408) 295-5595
                  Email: Fullerlawfirmecf@aol.com

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

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

According to the schedules, the Company has assets of $1,743,012
and total debts of $3,758,090.

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

             http://bankrupt.com/misc/canb10-51583.pdf

The petition was signed by the Joint Debtors.


DAVE'S HAY BARN: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Dave's Hay Barn Inc.
        13605 County Road 88
        Esparto, CA 95627

Bankruptcy Case No.: 10-23819

Chapter 11 Petition Date: February 18, 2010

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

Judge: Robert S. Bardwil

Debtor's Counsel: Mitchell L. Abdallah, Esq.
                  980 9th Street, 16th Floor
                  Sacramento, CA 95814
                  Tel: (916) 446-1974

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 David W. Hatanaka, president of the
Company.


DENHAM HOMES: Amends List of Creditors
--------------------------------------
Denhan Homes, LLC, has filed with the U.S. Bankruptcy Court for
the Northern District of Illinois an amendment to its list of
creditors.

A full-text copy of the Debtor's amended list of creditors is
available for free at http://bankrupt.com/misc/ilnb10-03164.pdf

Chicago, Illinois-based Denham Homes, LLC, fka Spatz Homes, LLC,
filed for Chapter 11 bankruptcy protection on January 28, 2010
(Bankr. N.D. Ill. Case No. 10-03164).  Daniel A. Zazove, Esq., and
Kathleen A. Stetsko, Esq., Perkins Coie LLP, assist the Company in
its restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


DEUCE INVESTMENTS: Files Schedules of Assets & Liabilities
----------------------------------------------------------
Deuce Investments, Inc., has filed with the U.S. Bankruptcy Court
for the Eastern District of North Carolina its schedules of assets
and liabilities, disclosing:

  Name of Schedule                Assets          Liabilities
  ----------------                ------          -----------
A. Real Property               $17,134,140

B. Personal Property              $200,142

C. Property Claimed as
   Exempt

D. Creditors Holding
   Secured Claims                                  $12,454,608

E. Creditors Holding
   Unsecured Priority
   Claims                                             $157,550

F. Creditors Holding
   Unsecured Non-priority
   Claims                                           $8,685,540
                                  -----------     ------------
TOTAL                             $17,334,282      $21,297,698

Clayton, North Carolina-based Deuce Investments, Inc., filed for
Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. E.D.
N.C. Case No. 10-01083).  Trawick H. Stubbs, Jr., Esq., at Stubbs
& Perdue, P.A., assists the Company in its restructuring effort.
The Company has assets of $17,334,282, and total debts of
$21,297,698.


DEUCE INVESTMENTS: Section 341(a) Meeting Scheduled for March 15
----------------------------------------------------------------
The U.S. Trustee for the Eastern District of North Carolina will
convene a meeting of creditors in Deuce Investments, Inc.'s
Chapter 11 case on March 15, 2010, at 10:00 a.m.  The meeting will
be held at USBA Creditors Meeting Room, Two Hannover Square, Room
610, 434 Fayetteville Street Mall, Raleigh, NC 27601.

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

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

Clayton, North Carolina-based Deuce Investments, Inc., filed for
Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. E.D.
N.C. Case No. 10-01083).  Trawick H. Stubbs, Jr., Esq., at Stubbs
& Perdue, P.A., assists the Company in its restructuring effort.
The Company has assets of $17,334,282, and total debts of
$21,297,698.


DEX MEDIA WEST: Bank Debt Trades at 4% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 96.40 cents-on-
the-dollar during the week ended Friday, Feb. 19, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.47 percentage points
from the previous week, The Journal relates.  The Company pays 365
basis points above LIBOR to borrow under the facility, which
matures on Jan. 30, 2016.  The Bank debt is not rated by Moody's
and Standard & Poor's.  The debt is one of the biggest gainers and
losers among 187 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an
indirect wholly owned subsidiary of Dex Media, Inc.  Dex Media is
a direct wholly owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter
11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833
through 09-11852), after missing a $55 million interest payment on
its senior unsecured notes due April 15.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
Illinois represent the Debtors in their restructuring efforts.
Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as
the Debtors' local counsel.  The Debtors' financial advisor is
Deloitte Financial Advisory Services LLP while its investment
banker is Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total assets
and $1,023,526,000 in total liabilities, resulting in $93,697,000
in total shareholders' deficit.

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


DIAMOND DECISIONS: Section 341(a) Meeting Scheduled for March 18
----------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Diamond Decisions Inc.'s Chapter 11 case on March 18, 2010, at
2:00 p.m.  The meeting will be held at 725 S Figueroa Street, Room
2610, Los Angeles, CA 90017.

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

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

Sunnyside, Washington-based Cervantes Orchards and Vineyards LLC
filed for Chapter 11 bankruptcy protection on February 12, 2010
(Bankr. E.D. Wash. Case No. 10-00787).  Steven H. Sackmann, Esq.,
at Sackmann Law Office, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.

Los Angeles, California-based Diamond Decisions Inc. filed for
Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. C.D.
Calif. Case No. 10-15109).  Brent H. Blakely, Esq., who has an
office in Hollywood, California, assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


DIAMOND DECISIONS: Union Bank Wants Ch. 11 Trustee to Run Estate
----------------------------------------------------------------
Union Bank, N.A., a secured creditor of Diamond Decisions Inc.,
has asked the U.S. Bankruptcy Court for the Central District of
California for the appointment of a Chapter 11 trustee.

According to Union Bank, the Debtor is in default with Union Bank
with respect to a $15 million secured loan that matured on
December 1, 2009.  The Loan is secured by substantially all of the
Debtor's personal property assets.  Since the Loan matured on
December 1, 2009, Union Bank has discovered that the Debtor and
its principals, Carolyn Jones and Rhonda Kilpatrick (who are also
guarantors of the Loan) committed manifest fraud in the inception
of the Loan, and have continued to engage in acts of malfeasance
vis-a-vis Union Bank and its collateral for the Loan.

Union Bank claims that Ms. Jones: (i) submitted a false social
security number to Union Bank on her personal financial statement
submitted to Union Bank; (ii) misrepresented to Union Bank that
she had never previously filed a bankruptcy case; (iii) listed
three real properties on her financial statement that she didn't
own; (iv) vastly overstated the value of each real property listed
on her financial statement; (v) misrepresented that she wasn't a
party to any claims or suits; (vi) misrepresented the amount of
funds in her checking and savings accounts; and (vii) vastly
overstated the value of the Debtor's asset base.  Union Bank has
also recently learned that despite Ms. Jones' representations
throughout the course of the lending relationship that
Privacywear, Inc., was merely a dba of the Debtor, Privacywear is
actually a separate corporate entity.  Union Bank has also learned
that Mr. Kilpatrick misrepresented, in the financial statement
that she submitted to Union Bank, the amount of funds in her
checking and savings accounts.

Union Bank says that on February 3, 2010, it learned that two
weeks prior, the Debtor removed its entire inventory from its
storage location at Nacori Cutting Fusing & Welt Pocket, Inc.  As
Union Bank filed a noticed application for Writ of Possession on
January 21, 2010, and the Noticed Application contained the Nacori
address as a location of Union Bank's collateral, it appears that
the Debtor and Privacywear removed Union Bank's collateral from
Nacori in response to the Noticed Application.

Union Bank states that due to the pervasive fraud Union Bank has
uncovered, it is apparent that the Debtor won't hesitate in
persisting in its fraudulent undertakings, thereby breaching its
fiduciary duties to Union Bank as a secured creditor of the
bankruptcy estate.

Sunnyside, Washington-based Cervantes Orchards and Vineyards LLC
filed for Chapter 11 bankruptcy protection on February 12, 2010
(Bankr. E.D. Wash. Case No. 10-00787).  Steven H. Sackmann, Esq.,
at Sackmann Law Office, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.

Los Angeles, California-based Diamond Decisions Inc. filed for
Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. C.D.
Calif. Case No. 10-15109).  Brent H. Blakely, Esq., who has an
office in Hollywood, California, assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


DIAMOND RANCH: Dec. 31 Balance Sheet Upside-Down by $4.13-Mil.
--------------------------------------------------------------
Diamond Ranch Foods Ltd. reported total assets of $1.34 million
against debts of 5.46 million, resulting to a stockholders'
deficit of $4.13 million as of Dec. 31, 2009.

The Company reported a net loss of $181 thousand on revenues of
$2.11 million for three months ended Dec. 31, 2009, compared with
a net loss of $180 thousand on revenue of $1.63 million for the
same period in 2008.

A copy of the Form 10-Q is available for free at:

         http://researcharchives.com/t/s?53b2

On Feb. 16, three days prior to the filing of the Form 10-Q, the
Company said it could not timely complete the filing of its
quarterly report on Form 10-Q due to a delay in obtaining and
compiling information required.

                      About Diamond Ranch

Diamond Ranch Foods, Ltd. -- http://www.diamondranchfoods.com/--
is a meat processing and distribution company now located in the
Hunts Point Coop Market, Bronx, New York.  The Company's
operations consist of packing, processing, labeling, and
distributing products to a customer base, including, but not
limited to; in-home food service businesses, retailers, hotels,
restaurants, and institutions, deli and catering operators, and
industry suppliers.

                      Going Concern Doubt

On May 1, 2009, Gruber & Company, LLC, in Lake Saint Louis,
Missouri, raised substantial doubt on the ability of
Diamond Ranch Foods, Ltd., to continue as a going concern after it
audited the company's financial statements for the year ended
March 31, 2009, and 2008.  The auditor pointed to the company's
recurring losses from operations.


DOT VN: Member of Strategic Advisory Team Recognized for ICT Work
-----------------------------------------------------------------
Dot VN, Inc., said a member of the Company's Strategic Advisory
Board was named as one of Vietnam's Top 10 ICT Persons of the
Decade.  Dr. Mai Liem Truc, former chief of the General Department
of Post and former Deputy Minister of Post and Telecommunications,
was recognized for paying the way for the boom of the Internet in
Vietnam.  As a strategic advisory board member for Dot VN, Dr.
Truc works closely with the Company's management.  He most
recently assisted with the Dot VN conference and product launch of
the EMS mobile data centers, held at Vietnam Internet Network
Information Centre's headquarters in Hanoi, Vietnam.

In January 2009, Dot VN signed a letter of intent with Web Spider
Technologies, Inc., of San Jose, California, a next generation
technology company dedicated to providing a scalable, highly
effective web marketing experience through search engine
optimization, search engine marketing, pay-per-click management
and related services to worldwide clients through automated
process.

In the LOI, Dot VN will receive exclusive rights to market
WSpider's advanced search engine optimization and search engine
marketing services to its Vietnamese clients and throughout Asia
to clients that desire increased web traffic and visibility to
their Web sites.

                         About Dot VN

Dot VN, Inc. (OTCBB: DTVI) -- http://www.DotVN.com-- provides
Internet and Telecommunication services for Vietnam.  The Company
is developing initiatives to offer Internet Data Center services
and Wireless applications.

At October 31, 2009, the Company had total assets of $2,359,925
against $12,320,152 in total liabilities, resulting in
stockholders' deficit of $9,960,227.

In a regulatory filing in December 2009, the Company noted that it
has had limited revenues from the marketing and registration of
'.vn' domain names as it operates in this single industry segment.
Consequently, the Company has incurred recurring losses from
operations.  In addition, the Company defaulted on 3 convertible
debentures aggregating $612,500 that were due January 31, 2009,
and has not negotiated new terms or an extension of the due date
on the Defaulted Debentures.  These factors, as well as the risks
associated with raising capital through the issuance of equity or
debt securities creates uncertainty as to the Company's ability to
continue as a going concern.


DUANE READE: S&P Puts 'B-' Rating on CreditWatch Positive
---------------------------------------------------------
Standard & Poor's Ratings Services said that it has placed all
ratings on New York-based Duane Reade Holdings, Inc., on
CreditWatch with positive implications, including the 'B-'
corporate credit rating.

"This rating action follows the announcement that Walgreen Co.
(A+/Watch Neg/A-1) entered into a definitive agreement to acquire
Duane Reade Inc., for an enterprise value of $1.075 billion," said
Standard & Poor's credit analyst Ana Lai.  As part of the
transaction, Walgreen Co., a higher rated entity, will assume
about $475 million of debt outstanding at Duane Reade as well as
assume its operating leases.


ELWOOD ENERGY: S&P Affirms 'BB' Rating on Senior Debt
-----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB'
rating on U.S. electricity generator Elwood Energy LLC's senior
debt and revised the outlook to negative from stable.  S&P also
lowered the recovery rating on the senior debt to '3' from '2'.

The rating on Elwood's $402 million ($254 million outstanding)
8.159% amortizing senior secured bonds due 2026 is 'BB'.  The '3'
recovery rating on the bonds indicates S&P's expectation of
meaningful recovery (50% to 70%) in a payment default scenario.

Elwood is a 1,409 megawatt peaking power plant consisting of nine
simple-cycle units about 50 miles southwest of Chicago.  It sells
into the PJM Interconnection's Northern Illinois control area and
is fully contracted through Dec. 31, 2012, and partially
contracted through Aug. 31, 2017.  Subsidiaries of Dominion
Resources Inc. (A-/Stable/A-2) own 50% of Elwood and J-Power USA
Generation L.P.  (not rated) owns the other 50%.  J-Power
purchased a 49.9% interest in Elwood from Peoples Energy Corp. in
January 2007 and the remaining 0.1% interest in March 2008.

A power sales agreement with Exelon Generation Co. LLC
(BBB/Stable/A-2) provides about 53% of Elwood's contractual cash
flow (about 783 MW) until it expires in December 2012.  Two
similar PSAs with a subsidiary of Constellation Energy Group Inc.
(CEG; BBB-/Stable/A-3) provide about 47% of Elwood's contractual
cash flow (about 626 MW) through Dec. 31, 2012 and continue until
Aug. 31, 2016 and Aug. 31, 2017, respectively.

The negative outlook reflects the risk that Elwood Energy's
merchant cash flows after 2012 might not be sufficient to pay debt
service in some years if it does not replace the Exelon power
purchase agreement with another agreement that provides sufficient
revenue.  The risk derives primarily from the low capacity price
that resulted from the latest PJM Interconnection 2012-2013
capacity auction held in May 2009.  If this trend of low capacity
market prices continues, then the project's ability to service its
debt from merchant revenue alone after its current power service
agreements expire in 2012 and 2017 would be uncertain.  S&P could
lower the rating if future capacity auctions produce similarly low
capacity prices.  On the other hand, if the market price for
future capacity increases then S&P could revise the outlook back
to stable.  The next PJM Interconnection capacity auction is
planned for May 2010 and will be for the delivery year 2013-2014.

Before Dec. 31, 2012, there is little risk to debt service
coverage, as the project's net cash flows are from investment-
grade-rated off-takers and are mainly capacity payments that are
not sensitive to dispatch.  The two Constellation PSAs will
continue to provide stable cash flow from 2013 until they expire
in August 2016 and August 2017, but these contracted cash flows
may not be sufficient to pay all debt service in some years.
Because of Elwood Energy's medium-term dependence on the two PSA
off-takers S&P could lower the rating if S&P cuts either off-
taker's rating to below that of the project.


ESA P PORTFOLIO: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: ESA P Portfolio TXNC GP L.L.C.
          fKa BRE/ESA P Portfolio TXNC GP L.L.C.
        100 Dunbar Street
        Spartanburg, SC 29306

Chapter 11 Petition Date: February 18, 2010

Bankruptcy Case No.: 10-10805

Estimated Assets: More than $1,000,000,000

Estimated Debts: More than $1,000,000,000

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

Debtor-affiliates that filed separate Chapter 11 petitions
February 18, 2010:

    Entity                                 Case No.
    ------                                 --------
ESH/MSTX GP L.L.C.                         10-10807
ESH/TXGP L.L.C.                            10-10808
ESH/TN Member Inc.                         10-10809

Debtor-affiliate that filed separate Chapter 11 petitions June 15,
2009:

    Entity                                 Case No.
    ------                                 --------
Extended Stay Inc.                         09-13764
ESA P Portfolio LLC                        09-13765
ESA 2005 Portfoliio LLC                    09-13767
ESA 2005-San Jose LLC                      09-13770
ESA 2005-Waltham LLC                       09-13773
ESA Acquisition Properties LLC             09-13775
ESA Alaska LLC                             09-13780
ESA Canada Properties Borrower LLC         09-13785
ESA FL Properties LLC                      09-13791
ESA MD Borrower LLC                        09-13794
ESA MN Properties LLC                      09-13798
ESA P Portfolio MD Borrower LLC            09-13803
ESA P Portfolio PA Properties LLC          09-13807
ESA P Portfolio TXNC Properties LP         09-13809
ESA PA Properties LLC                      09-13811
ESA Properties LLC                         09-13815
ESA TX Properties LP                       09-13818
ESH/Homestead Portfolio LLC                09-13778
ESH/HV Properties LLC                      09-13786
ESH/MSTX Property LP                       09-13790
ESH/TN Properties LLC                      09-13793
ESH/TX Properties LP                       09-13802
ESH/Homestead Mezz LLC                     09-13805
ESA P Mezz LLC                             09-13813
ESA Mezz LLC                               09-13816
ESH/Homestead Mezz 2 LLC                   09-13819
ESA P Mezz 2 LLC                           09-13820
ESA Mezz 2 LLC                             09-13823
ESH/Homestead Mezz 3 LLC                   09-13826
ESA P Mezz 3 LLC                           09-13828
ESA Mezz 3 LLC                             09-13830
ESH/Homestead Mezz 4 LLC                   09-13831
ESH P Mezz 4 LLC                           09-13832
ESH Mezz 4 LLC                             09-13833
ESH/Homestead Mezz 5 LLC                   09-13777
ESA P Mezz 5 LLC                           09-13781
ESA Mezz 5 LLC                             09-13784
ESH/Homestead Mezz 6 LLC                   09-13788
ESA P Mezz 6 LLC                           09-13792
ESA Mezz 6 LLC                             09-13796
ESH/Homestead Mezz 7 LLC                   09-13801
ESA Mezz 7 LLC                             09-13810
ESH/Homestead Mezz 8 LLC                   09-13812
ESA P Mezz 8 LLC                           09-13814
ESA Mezz 8 LLC                             09-13817
ESH/Homestead Mezz 9 LLC                   09-13821
ESA P Mezz 9 LLC                           09-13822
ESA Mezz 9 LLC                             09-13824
ESH/Homestead Mezz 10 LLC                  09-13825
ESA P Mezz 10 LLC                          09-13827
ESA Mezz 10 LLC                            09-13829
Homestead Village LLC                      09-13766
ESA MD Beneficiary LLC                     09-13768
ESA P Portfolio MD Trust                   09-13769
ESA MD Properties Business Trust           09-13771
ESA P Portfolio MD Beneficiary LLC         09-13772
ESA Canada Properties Trust                09-13774
ESA Canada Beneficiary Inc.                09-13779
ESA UD Properties LLC                      09-13782
ESA 2007 Operating Lessee Inc.             09-13783
ESA 2005 Operating Lessee Inc.             09-13787
ESA Operating Lessee Inc.                  09-13789
ESA P Portfolio Operating Lessee Inc.      09-13795
ESA Business Trust                         09-13797
ESA Management LLC                         09-13799
ESA P Portfolio Holdings LLC               09-13800
ESA Canada Operating Lessee Inc.           09-13804
Extended Stay Hotels LLC                   09-13808

Bankruptcy Court: United States Bankruptcy Court
                 Southern District of New York (Manhattan)
                 One Bowling Green
                 New York, NY 10004

Bankruptcy Judge: James M. Peck

Debtors' Counsel: Jacqueline Marcus, Esq.
                 jacqueline.marcus@weil.com
                 Marcia L. Goldstein, Esq.
                 marcia.goldstein@weil.com
                 Weil Gotshal & Manges LLP
                 767 Fifth Avenue
                 New York, NY 10153
                 http://www.weil.com/
                 Tel: (212) 310-8214
                 Fax: (212) 735-4919

Debtors'
Financial
Advisor:          Lazard Freres & Co. LLC
                 30 Rockefeller Plaza
                 New York, NY 10020
                 http://www.lazard.com/

Debtors'
Claims Agent:     Kurtzman Carson Consultants LLC
                 2335 Alaska Avenue
                 El Segundo, CA 90245
                 Tel: (310) 823-9000
                 http://www.kccllc.net/

U.S. Trustee:     Office of the United States Trustee
                 U.S. Department of Justice
                 33 Whitehall Street, 21st Floor
                 New York, NY 10004-2111
                 http://www.usdoj.gov/ust/r02/


EXTENDED STAY: Five Mile Wants Reversal of Suit Transfer Denial
---------------------------------------------------------------
Five Mile Capital II SPE ESH LLC asks the U.S. District Court for
the Southern District of New York to reverse a ruling entered by
a bankruptcy judge, denying the transfer of its lawsuit to the
Supreme Court.

Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York, who oversees the Chapter 11 cases of
Extended Stay Inc. and its affiliated debtors, earlier denied the
transfer of Five Mile's Lawsuit after determining that there is
"close interconnection between the issues raised by the action
and the bankruptcy process."

In court papers, Jeffrey Golenbock, Esq., at Golenbock Eiseman
Assor Bell & Peskoe LLP, in New York, argues that Five Mile's
Lawsuit is a "simple breach of contract case" among investors who
hold certificates representing a beneficial interest in a trust
that was formed under a Trust and Servicing Agreement.  The
trust, which holds a $4.1 billion mortgage loan that was used to
fund the acquisition of the Debtors from Blackstone Group LP, is
a creditor of the Debtors.

Mr. Golenbock dismisses the defendants' argument that the
Bankruptcy Court has jurisdiction over the dispute because the
Debtors have a large economic stake in the Trust and because Five
Mile's Complaint seeks injunctive relief against the certificate
holders.  "The state court action is a straightforward breach of
contract case between non-parties in interest that only affects
rights among certificate holders," he points out.  "The complaint
does not implicate any rights between the Debtors and its
creditor, the trust."

Five Mile sued Cerberus Capital Management LP, Centerbridge
Partners LP The Blackstone Group Inc. and GEM Capital Management
Inc. after those parties allegedly negotiated with the Debtors on
the restructuring of the Debtors' debt.  It alleged that the
negotiations led to an agreement on the terms of a restructuring
that was detrimental to the Debtors while beneficial to the
defendants.  Five Mile's Lawsuit was initially filed in the New
York Supreme Court but was eventually moved to the Bankruptcy
Court after the Debtors filed for bankruptcy protection.  Five
Mile then asked the Bankruptcy Court to remand the lawsuit to the
Supreme Court, but its request was denied.

                        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).


FAIRPOINT COMMS: Bank Debt Trades at 23% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which FairPoint
Communications, Inc., is a borrower traded in the secondary market
at 76.96 cents-on-the-dollar during the week ended Friday,
Feb. 19, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents a drop
of 0.57 percentage points from the previous week, The Journal
relates.  The debt matures on March 31, 2015.  The Company pays
275 basis points above LIBOR to borrow under the loan facility.
Moody's has withdrawn its rating, while Standard & Poor's has
assigned a default rating, on the bank debt.  The debt is one of
the biggest gainers and losers among 187 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

FairPoint Communications, Inc. (NYSE: FRP) --
http://www.fairpoint.com/-- is an industry leading provider of
communications services to communities across the country.
FairPoint owns and operates local exchange companies in 18 states
offering advanced communications with a personal touch, including
local and long distance voice, data, Internet, television and
broadband services.  FairPoint is traded on the New York Stock
Exchange under the symbols FRP and FRP.BC.

Fairpoint and its affiliates filed for Chapter 11 on Oct. 26, 2009
(Bankr. D. Del. Case No. 09-16335).  Rothschild Inc. is acting as
financial advisor for the Company; AlixPartners, LLP, as the
restructuring advisor; and Paul, Hastings, Janofsky & Walker LLP
is the Company's counsel.  BMC Group is claims and notice agent.

As of June 30, 2009, Fairpoint reported $3.24 billion in total
assets, $321.41 million in total current liabilities,
$2.91 billion in total long-term liabilities, and $1.23 million in
total stockholders' equity.

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


FELIX FHIMA: Case Summary & 11 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Felix M. Fhima
               Patricia H. Fhima
               1264 S. Bedford Drive
               Los Angeles, CA 90035

Case No.: 10-15854

Type of Business:

Chapter 11 Petition Date: February 18, 2010

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

Judge: Ernest M. Robles

Debtors' Counsel: Michael Jay Berger, Esq.
                  9454 Wilshire Blvd 6th Flr
                  Beverly Hills, CA 90212-2929
                  Tel: (310) 271-6223
                  Fax: (310) 271-9805
                  Email: michael.berger@bankruptcypower.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 11 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
American Express           Credit Card. There is  $18,335
c/o Becket and Lee LLP     a pending civil suit.
                           Case No: 09C05120

Bmw Financial Services     Debtor's residence:    $8,276
                           Leased 2008 BMW        ($0 secured)
                           328 (good condition;
                           appx. 25,000 miles)

Citibank Sd, Na            Credit Card            $67,857

Discover Fin Svcs LLC      Credit Card            $9,032

Dsnb Bloom                 Charge Account         $2,954
Bloomingdale's Bankruptcy

Egerman & Brown, LLP       legal services         $15,290

Firstar                    Deficiency on a        $1,796
c/o US Bank Bankruptcy     returned Mercedes
Dept                       upon expiration of
                           the lease

Gemb/gap                   Charge Account         $42

Los Angeles County Tax     Delinquent taxes on    $20,923
Collector                  property located at
                           280 S. Beverly Drive,
                           #316, Beverly Hills,
                           CA 90212-3903
                           Debtors no longer own
                           this property.

Visdsnb                    Credit Card            $12,333
Bankruptcy                 (bloomingdale's)

Wells Fargo Card Ser       Credit Card            $11,631


FLEXTRONICS INT'L: Bank Debt Trades at 3% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Flextronics
International Ltd. is a borrower traded in the secondary market at
96.50 cents-on-the-dollar during the week ended Friday, Feb. 19,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.50 percentage points from the previous week, The Journal
relates.  The Company pays 225 basis points above LIBOR to borrow
under the facility.  The debt matures on Oct. 1, 2012.  Moody's
has withdrawn its rating on the bank debt while it carries
Standard & Poor's BB+ rating.  The debt is one of the biggest
gainers and losers among 187 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Headquartered in Singapore, Flextronics International Ltd.
(NasdaqGS: FLEX; Singapore Reg. No. 199002645H) --
http://www.flextronics.com/-- is an Electronics Manufacturing
Services provider focused on delivering design, engineering and
manufacturing services to automotive, computing, consumer digital,
industrial, infrastructure, medical and mobile OEMs.  Flextronics
helps customers design, build, ship, and service electronics
products through a network of facilities in over 30 countries on
four continents.

The Company's liquidity as of March 31, 2009, was solid with
$1.8 billion in cash and a fully available $2 billion senior
unsecured revolving credit facility which expires in May 2012.
Additionally, Fitch expects Flextronics to produce strong free
cash flow, even in the current environment with minimal working
capital requirements and reduced capital spending plans.  Fitch
estimates that Flextronics has produced average annual free cash
flow of nearly $500 million each of the past three years.
Flextronics utilizes an accounts receivable securitization
facility as well as accounts receivable sales agreements for
additional liquidity purposes.

Total debt as of March 31, 2009 was $3 billion and consisted
primarily of i) $195 million in 0% junior convertible subordinated
notes due July 2009 which Fitch expects to be redeemed from
existing cash; $1.7 billion outstanding under a senior unsecured
term loan facility, of which approximately $500 million is due in
October 2012 with the remainder due in October 2014; $240 million
in 1% convertible subordinated notes due August 2010; $400 million
in 6.5% senior subordinated notes due May 2013; and $400 million
in 6.25% senior subordinated notes due November 2014.  Flextronics
also has around $200 million outstanding under its accounts
receivable securitization facility and $350 million outstanding
under various accounts receivable sales agreements.


FORD MOTOR: Bank Debt Trades at 7% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Ford Motor Co. is
a borrower traded in the secondary market at 93.48 cents-on-the-
dollar during the week ended Friday, Feb. 19, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.44 percentage
points from the previous week, The Journal relates.  The Company
pays 300 basis points above LIBOR to borrow under the facility.
The bank loan matures on Dec. 15, 2013, and carries Moody's Ba3
rating and Standard & Poor's B- rating.  The debt is one of the
biggest gainers and losers among 187 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

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

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

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

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

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


FORTUNE INDUSTRIES: Earns $334,000 for 3 Months Ended Dec. 31
-------------------------------------------------------------
Fortune Industries Inc. posted net income of $334,000 for the
three months ended Dec. 31, 2009, compared with $262,000 net
income for the same period a year ago.  Revenues were
$14.99 million for the second fiscal 2009 quarter, compared with
$16.43 million for three months ended Feb. 28, 2009.

The Company reported $32,225,000 in total assets and $12,615,000
in total liabilities resulting to a $19,610,000 stockholders'
equity for Dec. 31, 2009.

A full-text copy of the Company quarterly report on Form 10-Q's
financial result is available for free at
http://ResearchArchives.com/t/s?539c

                     About Fortune Industries

Fortune Industries, Inc. is a holding company of providers of full
service human resources outsourcing services through co-employment
relationships with their clients.

                        Going Concern Doubt

Somerset CPAs, P.C., in Indianapolis, Indiana, expressed
substantial doubt about Fortune Industries, Inc.'s ability to
continue as a going concern after auditing the Company's financial
statements for fiscal periods ended June 30, 2009, Aug. 31, 2008,
and 2007.  The auditor noted that the Company has had recurring
losses from operations and has a net capital deficiency.

The Company's balance sheet at June 30, 2009, showed total assets
of $30,513,000, total liabilities of $11,828,000 and a
stockholders' equity of $18,685,000.


FREDDIE TARVER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Freddie N. Tarver, II
        108 E. Brackenridge Street
        Edna, TX 77959

Bankruptcy Case No.: 10-60018

Chapter 11 Petition Date: February 18, 2010

Court: United States Bankruptcy Court
       Southern District of Texas (Victoria)

Judge: Wesley W. Steen

Debtor's Counsel: Jeffrey P. Norman, Esq.
                  Gipson & Norman
                  450 N. Texas Avenue, Suite A
                  Webster, TX 77598-4963
                  Tel: (281) 332-4800
                  Fax: (281) 332-4808
                  Email: jpnorman@gipsonandnorman.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 Freddie N. Tarver, II.


FX REAL ESTATE: Sillerman, et al., Increase Equity Stake
--------------------------------------------------------
Robert F.X. Sillerman, the Company's Chairman and Chief Executive
Officer, and his affiliated entities, disclosed that as of
February 11, 2010, they may be deemed to beneficially own in the
aggregate 30,051,904 shares or roughly 41.9% of the common stock
of FX Real Estate and Entertainment Inc.

Paul C. Kanavos, the Company's President, and his affiliated
entities, disclosed holding 20,974,667 shares or roughly 29.7% of
the Company's common stock.

Brett Torino, a greater than 10% stockholder of the Company, and
his affiliated entities, reported holding 21,168,981 shares or
roughly 29.7% of the Company's common stock.

Mr. Sillerman previously reported holding a 41.6% stake in the
Company as of February 3, 2010.  Mr. Kanavos and Mr. Torino each
previously disclosed holding a 29.2% stake.

A full-text copy of Sillerman, et al.'s regulatory filing is
available at no charge at http://ResearchArchives.com/t/s?53a7

As reported by the Troubled Company Reporter, FX Real Estate and
Entertainment 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 was 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.


GAMCO INVESTORS: Moody's Cuts Provisional Sub. Debt Shelf to Ba1
----------------------------------------------------------------
Moody's Investors Service has downgraded the long term senior
unsecured debt rating of GAMCO Investors, Inc., to Baa3 from Baa2.
The outlook on the rating is stable.

The rating downgrade primarily reflects growing competitive
pressures on small-to-medium sized investment managers and Moody's
view of GAMCO's relative ability to manage the challenges.  Vice
President, Senior Credit Officer Matthew Noll stated, "Weaker-
than-peer corporate governance and sales/marketing capabilities
have been constraints on GAMCO's rating; evolving investor demands
and consolidating distribution platforms increase the severity of
these issues."

Moody's commented that the major retail brokerage platforms and
financial advisor networks that GAMCO relies on for selling over
half its products are seeking size, scale, and product breadth to
an increasing degree.  And while GAMCO has adequate
diversification across equity styles, investors are selecting
fixed income and indexing strategies more than ever in the wake of
2008 and early 2009's market declines.  GAMCO's history of low
organic growth, even in strong markets, has been attributable the
firm's modest sales and marketing effort.  Looking forward,
GAMCO's market position will likely slip without a more robust
approach to tackling the industry dynamics that have emerged
following the financial crisis.

Corporate governance considerations are important to GAMCO's
rating due to the controlling influence of Mario J.  Gabelli, the
firm's CEO and founder.  In addition to setting the tone for the
strategic direction and management style of the firm, Mr. Gabelli
also manages a large majority of the firm's assets under
management.  Moody's views Mr. Gabelli's presence as a positive on
the firm's credit rating for his stature and investing acumen, but
the degree of influence he exerts as both a CEO and the chief
investment officer limits the firm's rating potential.  Generally,
Moody's views separating CEO responsibilities from investment
responsibilities as a stronger management approach in asset
management businesses.

With regard to GAMCO's financial attributes, Moody's stated that
GAMCO weathered the financial crisis very well due to robust
balance sheet management.  The firm's ratio of cash plus
investments to total debt is over 3 times and its ratio of total
debt to EBITDA is approximately 2x.  These ratios are weaker than
pre-2008 levels, but both ratios should trend favorably in 2010.
GAMCO's financial qualities cushion its Baa3 rating very well and
counterbalance Moody's view of the firm's modest market position.

Moody's stated that GAMCO's rating could be upgraded if these are
met: (1) making clearer strides on reducing the firm's key man
risk, particularly with regard to sales and marketing efforts,
(2) improving market share to at least .5% of the US fund market,
and (3) sustaining quarterly net positive flows of at least
$500 million.  GAMCO's rating could be downgraded if any of these
are sustained: (1) quarterly net asset outflows exceed 2.5% of
beginning of period AUM, (2) total debt to EBITDA exceeds 3x, (3)
market share drops to under .1% of the total US fund market or (4)
key man issues clearly jeopardize the performance of the firm.

These ratings were downgraded one notch with a stable outlook:

* GAMCO Investors, Inc. -- senior unsecured debt to Baa3,
  provisional senior unsecured shelf to (P)Baa3, provisional
  subordinated debt shelf to (P)Ba1, provisional preferred debt
  shelf to (P)Ba2.

The last rating action on GAMCO was on August 12, 2008, when the
company's rating outlook was changed to Baa2 stable from Baa2
negative after demonstrating sufficient recovery from a period of
weak investment performance and elevated asset outflows.

GAMCO Investors, Inc., is an asset management firm based in Rye,
New York providing investment management and research services to
retail and institutional clients.  The company had approximately
$26 billion in assets under management as of December 31, 2009.


GATEHOUSE MEDIA: Bank Debt Trades at 54% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 46.15 cents-
on-the-dollar during the week ended Friday, Feb. 19, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.95
percentage points from the previous week, The Journal relates.
The Company pays 200 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Feb. 27, 2014, and carries
Moody's Ca rating and Standard & Poor's CCC rating.  The debt is
one of the biggest gainers and losers among 187 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

At Sept. 30, 2009, the Company had $601,666,000 in total assets
against $1,350,478,000 in total liabilities.

As reported by the Troubled Company Reporter on Sept. 21, 2009,
Moody's downgraded GateHouse Media Operating, Inc.'s Corporate
Family rating to "Ca" from "Caa1" and its Probability of Default
rating to "Ca" from "Caa2", reflecting Moody's view of very high
default risk and weakened recovery prospects for debtholders in an
event of default scenario which is exacerbated by lingering
adverse current market conditions.


GENERAL DATACOMM: Dec. 31 Balance Sheet Upside-Down by $41-Mil.
---------------------------------------------------------------
General DataComm Industries Inc. reported $5.92 million in total
assets and $46.77 million in total liabilities resulting to a
$40.85 million stockholders' deficit at Dec. 31, 2009.

The Company said it incurred $1.01 million in net loss for the
three months ended Dec. 31, 2009, compared with $1.49 million in
net loss for the same period a year ago.

A full-text copy of the Form 10-Q is available for free at
http://ResearchArchives.com/t/s?539b

                      About General DataComm

Based in Naugatuck, Connecticut, General DataComm Industries Inc.
(OTC: GNRD) -- http://www.gdc.com/-- is a provider of networking
and telecommunications products, services and solutions.  The
Company designs, develops, assembles, markets, sells, installs and
maintains products that enable telecommunications common carriers,
corporations, and governments to build, improve and more cost
effectively manage their global telecommunications networks.

The Company's products and services are marketed worldwide through
a combination of direct sales and distribution channels.


GENERAL GROWTH: Terms Too Restrictive, Simon Property Complains
---------------------------------------------------------------
Simon Property Group, Inc., sent a letter to General Growth
Properties, Inc., in response to General Growth's comments to the
form of non-disclosure agreement Simon Property Group delivered to
General Growth at the meeting on February 8, 2010, at which Simon
Property Group provided General Growth with a firm, fully financed
$10 billion offer.

The Official Committee of Unsecured Creditors of General Growth
issued a statement criticizing the excessively restrictive terms
under which General Growth would agree to engage with Simon
Property Group.

Following is the text of Simon's letter to General Growth:

   February 19, 2010

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

   Dear Adam,

   Last night, we received General Growth's comments to the form
   of non-disclosure agreement that we delivered to you, with our
   signature attached, at the meeting on February 8, 2010 at which
   we provided you with our firm, fully financed $10 billion
   offer.  As you know, our offer 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.

   General Growth's comments to the non-isclosure agreement are
   not constructive and make clear your apparent interest in
   precluding our offer from moving forward or being considered by
   your stakeholders. Specifically,

   Your draft would prohibit SPG from making any proposal to
   acquire General Growth without your prior approval.  SPG has
   already made such a proposal, and our continued ability to do
   so is an important means of ensuring that you fulfill your
   stated commitment to act in the best interest of your
   stakeholders.

   Your draft would forbid SPG from disclosing any aspect of our
   communications with you -- even the existence of the non-
   disclosure agreement itself -- to the company's stakeholders,
   including the official committee of unsecured creditors of
   General Growth and the equity committee.  We do not share your
   belief that your unsecured creditors, or other stakeholders,
   should be categorically precluded from information that may be
   useful to them as they seek the best recovery available to
   them.

   Your draft would prohibit SPG from speaking with, or reaching
   an agreement with, any third parties regarding a possible
   transaction involving General Growth or any of its assets or
   securities.  As we have stated publicly, SPG already has
   engaged with potential co-investors, and we cannot -- and
   should not -- agree to any restriction on our ability to
   present the best offer to your stakeholders.

   Further, you have deleted language requiring General Growth to
   conduct your long-awaited strategic alternatives process in
   good faith, provide SPG with the same information made
   available to other interested parties, and to treat SPG on an
   equal footing with other interested parties.  We see no
   justification for your inability to commit to playing by the
   same rules when it comes to SPG, especially since we are the
   only party to date that has come forth with a firm offer to
   provide your stakeholders with full, fair and immediate value.

   This draft non-disclosure agreement is plainly inconsistent
   with General Growth's pledge in your February 18, 2009 letter
   to "explore all avenues to emerge from Chapter 11 and maximize
   value for all the Company's stakeholders."  In light of the
   lack of interest General Growth has shown to date in engaging
   with us, SPG clearly cannot, and we will not, accede to terms
   that do not guarantee us fair treatment in your process and
   indeed seem to be intended specifically to sideline us, while
   you pursue discussions with other parties -- as you have
   previously threatened to do - without engaging with us.

   SPG has been seeking to engage with you since October, and your
   consistent refusal to do so raises serious questions about your
   ability to obtain the best result for your stakeholders. By
   continuing to request the unreasonable restrictions set forth
   in your proposed non-disclosure agreement, you render your
   "process" a charade from the start by seeking to exclude the
   most logical and capable acquiror.  We urge you to reconsider
   the terms of your proposed non-disclosure agreement, and we
   remain willing to abide by the agreement that we delivered to
   you on February 8, 2010, and to immediately commence our
   confirmatory due diligence. We look forward to hearing from you
   promptly.

   Very truly yours,

   David Simon
   Chairman of the Board and
   Chief Executive Officer

   cc: Official Committee of Unsecured Creditors

                       Committee Statement

The Official Committee of Unsecured Creditors of General Growth's
counsel, Michael Stamer, said: "The terms of the non-disclosure
agreement provided to Simon by General Growth are excessively
restrictive and not in the best interest of the unsecured
creditors and other stakeholders.  We continue to believe that
Simon's offer (or any other offer) to provide a full cash recovery
to all unsecured creditors and substantial value for equity
holders is an excellent result, and we strongly encourage General
Growth to engage with Simon now on reasonable terms to bring this
reorganization to a prompt and successful conclusion, and to run a
fair process designed to produce maximum value in the minimum time
for all stakeholders."

                    About Simon Property Group

Simon Property Group, Inc., 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: Outlines 5-Year EUR11-Bil. Opel Investment Plan
---------------------------------------------------------------
General Motors Co., unveiled on February 10, 2010, that it is
investing EUR11 billion or US$15 billion to reorganize its Adam
Opel GmbH division by 2014, as outlined in the "Five-year EUR11-
Billion Plan for the Future," while seeking European government
aid.

"The goal of the . . . [Business] Plan is to secure long-term
sustainable profitability through a growth initiative that will
introduce new products as we renew existing carlines, place extra
emphasis on becoming a leader in alternative propulsions and
explore possible expansion into growth markets," Chief Executive
Officer Nick Reilly said in a statement posted at Driving
Conversations, the official Opel and Vauxhaull blog.

In an official statement, GM said that the Business Plan "foresees
Opel/Vauxhall will break even by 2011 and be profitable by 2012."

The Plan envisions that 80 percent of the Opel/Vauxhall carlines
will be at an age of three years or less by 2012.  This includes
eight major launches in 2010 alone  -- including Meriva, Corsa,
Movano and Astra Sports Tourer  -- and another four in 2011, most
notably the extended-range electric vehicle Ampera, an industry-
first in Europe.

A major component of the Business Plan is reduction of
Opel/Vauxhaull capacity by approximately 20 percent -- which
requires a job level reduction of approximately 8,300 that will be
spread out across most of Europe, and includes (i) 1,300 employees
in sales and administration and (ii) 7,000 jobs in manufacturing.

GM intends to close the Opel production facility in Antwerp,
Belgium, as previously announced/  The company has eliminated the
former GM Europe management structure in Zurich, Switzerland, and
is now managed from the Opel brand headquarters in Russelsheim,
Germany.  Once the capacity reduction is implemented, the company
is expected to run at approximately 112 percent of its capacity on
a two-shift basis and 87 percent on a three-shift basis, to
provide it sufficient upside potential once the market starts to
recover, the statement said.

GM disclosed that it "will continue to work with European
governments to secure funding of approximately EUR2.7 billion
through loans or loan guarantees.  Discussions with employee
representatives about the overall plan continue both on European
and national levels."

A spokesperson for the U.K. Department for Business, Innovation &
Skills Secretary Lord Mandelson told Telegraph.co.uk that
negotiations with GM were "complicated" and it had not been
approached for a particular amount, adding that the Department
"[has] been studying GM's plans and data and the implications of
the proposals for the U.K."

In a report dated February 12, 2010, the Ministry said that "the
viability [of GM's plan] is questionable", Reuters said, citing a
report from Germany's Spiegel magazine.  The Ministry review noted
that the Plan "was a risk of state aid for Opel unjustifiably
flowing to its parent company in the United States in the form of
license charges," according to Reuters.

The IG Metall union, which represents Opel's manufacturing workers
in Germany, called for officials to reject the aid request as long
as GM proceeds with closing the Antwerp plant and doesn't offer
workers job security.  "We want Opel to be supported, when an
appropriate plan is presented," Armin Schild, an official with IG
Metall and an Opel board member, said in a statement to Bloomberg
News.

"But we won't support the [Business] plan as we know it," Mr.
Armin emphasized.

GM Opel's statement on the five-year EUR11-Billion Plan for the
Future is accessible at http://ResearchArchives.com/t/s?5250

                       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: Spyker Secures Financing for SAAB Deal
------------------------------------------------------
Spyker Cars N.V. confirmed on February 8, 2010, that it entered
into a US$25 million convertible loan agreement with an investment
company owned by Heerema Holding Company Inc., on a two-year term,
at an interest of Euribor +10% and is convertible into shares at
EUR4 each.

This loan secures the funding necessary to close the Saab
transaction as the first US$25 million has already been paid to GM
on January 26, 2010.  The convertible loan is conditional on SAAB
receiving the EIB loan. On July 15 of this year a final payment of
US$24 million is due to GM.  Spyker is confident that it will
secure the funding for this second installment, Spyker said in an
official statement.

The European Commission approved the Swedish state guarantee for
Saab.  With respect to the approval of the Swedish state
guarantee, competition commissioner Neelie Kroes said that the
state guarantee "will contribute to the implementation of Saab's
business plan without giving rise to any undue distortions of
competition."

"We are delighted that Heerema has decided to become an investor
in our company.  I had the privilege to work for Pieter Heerema
from 1984 through 1991, initially as his counsel, later as
Director of Corporate Affairs, and we have come to know each other
very well as a result.  It is the intention to nominate a
representative of Heerema as a member of the Supervisory Board,"
Victor Muller, Spyker's CEO said.

"The positive decision of the European Commission to approve the
Swedish state guarantee is another major step towards closing of
the Saab acquisition. We are grateful to the Commission of their
willingness to work so hard on this decision within the limited
time available," Mr. Muller added.

"Although providing convertible loans such as this one is not in
the ordinary course of our business, the positive developments of
the past few months involving the SAAB brand and its sympathetic
connotation, together with the worldwide support of loyal
customers, dealers, employees, suppliers and other stakeholders
represents a unique value.  This value represents much more than
money alone.  We are confident that when the company's management
gets the opportunity to implement the business plan we will see a
good financial return on our investment as well," stated Pieter
Heerema.

                       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: GM, Treasury Yet to Decide on Whitacre Pay
----------------------------------------------------------
More than two weeks after assuming his post as new chief executive
officer for General Motors Co., Edward Whitacre Jr.'s salary and
pay package is still to be decided, according to General Motors
Co. and the United States Department of the Treasury, The Detroit
News reported.

Mr. Whitacre has agreed to continue as chairman and CEO of GM.  He
was named interim CEO, following Frederick Henderson's resignation
from the post on December 1, 2009.

Since GM is among the companies that have received exceptional
assistance under the $700 billion Troubled Asset Relief Program,
the Treasury Department's special master, Ken Feinberg, must
approve of the pay for its top 25 executives, the newspaper
related.

Mr. Whitacre's pay eventually will be disclosed by the company in
a voluntary Securities and Exchange Commission filing.

GM has also submitted by late January 2010, pay proposals for its
other top 25 executives, in time for the commencement of the U.S.
Treasury's review of 2010 pays.  In a keynote speech at a
roundtable on February 12, 2010, GM vice chairman Bob Lutz
commented that the top 25 senior executives are "way, way, way"
underpaid, reported Detroit News.

"Given the rigors of the job and demands and the accountability, I
would say we are being paid way, way, way below market," Mr. Lutz
emphasized, adding that the pay executives' pay limits are
understandable considering GM's bankruptcy.  He hoped, however,
that "it doesn't stay this way too long."

                       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: CEO Edward Whitacre to Be Paid $1.7-Mil. Annually
-----------------------------------------------------------------
Edward E. Whitacre, Jr. assumed the role of Chief Executive
Officer of General Motors Company effective December 1, 2009, in
addition to continuing as Chairman of the Board of Directors.
Following approval in principle by the Special Master for TARP
Executive Compensation, on February 17, 2010, the Company and Mr.
Whitacre agreed to his compensation arrangements, which were
effective as of January 1, 2010.

Mr. Whitacre's annual cash base salary as Chairman and Chief
Executive Officer is $1,700,000, and he will participate in the
benefit plans currently available to executive officers as
described on Form 8-K, filed August 7, 2009, and as set forth as
exhibits to various periodic filings by the Company.  He will
receive an additional portion of his salary in the form of salary
stock, awarded pursuant to the provisions of the 2009 Salary Stock
Plan, in the amount of $5,300,000, which will be delivered ratably
over three years beginning in 2012, and TARP compliant restricted
stock units valued at $2,000,000, under the Company's 2009 Long-
Term Incentive Plan. Mr. Whitacre does not receive additional
compensation for his service on the Company's Board.

Mr. Whitacre has no other reportable relationships with the
Company or its affiliates.

                       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: Ex-CEO F. Henderson Hired as Consultant
-------------------------------------------------------
Frederick A. Henderson resigned as a director and Chief Executive
Officer of General Motors on December 1, 2009.  His separation
from the Company was effective on December 31, 2009.

On February 18, 2010, Mr. Henderson and General Motors Holdings
LLC, a subsidiary of the Company, entered into an agreement to
engage his services as a consultant on a month-to-month basis
pursuant to these material terms:

   * The agreement will expire on December 31, 2010 unless
     terminated earlier by either party;

   * Mr. Henderson will provide an estimated 20 hours consulting
     per month on international operations and participate in one
     meeting per month with the President, International
     Operations or his designated representative;

   * Mr. Henderson will receive a fee of $59,090 payable monthly
     and reimbursement of reasonable expenses.

During the period of the consulting agreement Mr. Henderson is
free to provide consulting services to other clients, except that
he may not engage in or perform any services for any business
which designs, manufactures, develops, promotes, or sells any
automobiles or trucks, in competition with or for competitors of
the Company or any of its affiliates.

                       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)


GENTA INC: Arcus Ventures Fund Reports 3.0% Equity Stake
--------------------------------------------------------
Arcus Ventures Fund, L.P.; Arcus Ventures Management, LLC, the
general partner of Arcus Ventures Fund; James B. Dougherty, a
member of Arcus Ventures Management; and Steven Soignet, a member
of Arcus Ventures Management, disclosed that as of December 31,
2009, they may be deemed to beneficially own 5,858,366 shares or
roughly 3.0% of the common stock of Genta Incorporated.

Arcus further disclosed that in addition to the 5,858,366 shares
beneficially owned -- consisting of 1,275,156 shares of Common
Stock and 4,583,210 shares of Common Stock currently issuable upon
the conversion of Genta September 2009 Note -- Arcus Venture Fund
held as of December 31, 2009, (i) warrants that will become
exercisable on October 2, 2009, to purchase 562,500 shares of
Common Stock, (ii) warrants that will become exercisable on
January 7, 2010, to purchase 202,500 shares of Common Stock, (iii)
warrants that will become exercisable on March 4, 2010, to
purchase 1,145,804 shares of Common Stock, (iv) purchase rights
that are currently exercisable to acquire 7,500,000 shares of
Common Stock and (v) purchase rights that become exercisable on
October 2, 2009, to acquire 2,225,000 shares of Common Stock;
however, each of the October 2009 Warrants, the January 2010
Warrants, the March 2010 Warrants, the December 2008 Purchase
Rights and the October 2009 Purchase Rights contains a limitation
on exercise which prevents Arcus from such exercise if, after
giving effect to the exercise, Arcus would in the aggregate
beneficially own more than 4.99% of the outstanding shares of
Common Stock.  Therefore, Arcus cannot exercise any of the October
2009 Warrants, the January 2010 Warrants, the March 2010 Warrants,
the December 2008 Purchase Rights and the October 2009 Purchase
Rights and, accordingly, do not beneficially own underlying shares
of Common Stock if such ownership would cause Arcus' beneficial
ownership of Common Stock to exceed 4.99%.  In addition, on
January 4, 2010, Arcus Venture Fund acquired a convertible
promissory note -- January 2010 Note -- which is currently
convertible into 2,444,382 shares of Common Stock.  Beneficial
ownership of such shares does not cause Arcus' beneficial
ownership of Common Stock to reach 5%.

                    About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated is a
biopharmaceutical company engaged in pharmaceutical (drug)
research and development, its sole reportable segment.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

As reported by the Troubled Company Reporter on December 7, 2009,
Genta has said its recurring losses and negative cash flows from
operations raise substantial doubt about its ability to continue
as a going concern.  With no further financing, management
projects that the Company will run out of funds in the second
quarter of 2010.

The Company has said it will require additional cash to maximize
its commercial opportunities and continue its clinical development
opportunities.  If the Company is unable to raise additional
funds, it could be required to reduce its spending plans, reduce
its workforce, license one or more of its products or technologies
that it would otherwise seek to commercialize itself, sell certain
assets, cease operations, or declare bankruptcy.

At September 30, 2009, the Company had total assets of $18,853,000
against total current liabilities of $12,013,000 and total long-
term liabilities of $3,346,000, resulting in stockholders' equity
of $3,494,000.


GENTA INC: Baker Bros. Report 9.9% Equity Stake
-----------------------------------------------
Felix J. Baker and Julian C. Baker disclosed that as of
December 31, 2009, they may be deemed to own 19,780,851 shares or
roughly 9.9% of the common stock of Genta Incorporated.

The shares held include those that may be acquired upon conversion
of Genta Inc. convertible notes held by the Bakers.

The Bakers beneficially own $292,000 principal amount 8% Unsecured
convertible notes due July 7, 2011, $1,979,000 principal amount 8%
Unsecured Subordinated Convertible notes due September 4, 2011,
$3,300 principal amount 15% Senior convertible notes due June 9,
2010, $105,000 principal amount 8% Senior convertible notes due
September 4, 2011, and $11,000 principal amount 8% Senior
convertible notes due July 7, 2011, all of which are only
convertible to the extent that the holders and their affiliates
would beneficially own, for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, no more than 9.999%
of the outstanding shares of Genta Common Stock after conversion.

The Bakers beneficially own $1,850,000 principal amount 8% Senior
convertible notes due April 12, 2012, $75,000 principal amount 15%
Senior convertible notes due June 9, 2010, $11,000 principal
amount 15% Senior convertible notes due June 9, 2010, $62,000
principal amount 15% Senior convertible notes due April 2, 2012,
and $3,200 principal amount 15% Senior convertible notes due June
9, 2010, all of which are only convertible to the extent that the
holders thereof and their affiliates would beneficially own, for
purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended, no more than 4.999% of the outstanding shares of Genta
Common Stock after conversion.

As a result of these restrictions, the number of shares that may
be issued on conversion of the notes by the holders may change
depending upon changes in the outstanding shares.  The number of
shares issuable upon conversion of the notes held by any
particular Baker Bros. affiliate will also depend upon the extent
to which the notes held by other Baker Bros. affiliates have
theretofore been converted.

The Bakers are the beneficial owners of a warrant issued in April
2009 to purchase 4,625,000 shares of Genta's common stock at an
exercise price of $0.50 per share which expires on October 2,
2012, a warrant issued in July 2009 to purchase 1,660,000 shares
of Genta's common stock at an exercise price of $0.50 per share
which expires on July, 7, 2011, and a warrant issued in September
2009, to purchase  4,958,484 shares of Genta's common stock at an
exercise price of $1.00 per share which expires on March 4, 2012.

The April 2009 Warrant is exercisable within 60 days of "the date
of this filing on October 2, 2009" but only to the extent that
after such exercise, the Bakers would beneficially own no more
than 4.999% of Genta's Common Stock.

The July 2009 Warrant and the September 2009 Warrant are not
exercisable until January 7, 2010 and March 4, 2010, respectively
and after such dates are only exercisable to the extent that after
such exercise, the Bakers would beneficially own no more than
4.999% of Genta's Common Stock.

The Bakers also have the right pursuant to a Securities Purchase
Agreement dated April 2, 2009 to purchase an additional 1,850,000
principal amount of the April 2012 Notes and a right pursuant to a
consent agreement to purchase $2,075,000 principal amount of the
April 2012 Notes.  The April 2012 Notes can only be converted to
the extent that the Bakers would beneficially own no more than
4.999% of Genta's Common Stock.

As a result of these restrictions, the number of shares that may
be issued upon exercise of the warrants by the above holders may
change depending upon changes in the outstanding shares.  The
number of shares issuable upon exercise of the warrants held by
any particular Baker Bros. affiliate will also depend upon the
extent to which the warrants and notes held by other Baker Bros.
affiliates have theretofore been converted.

                    About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated is a
biopharmaceutical company engaged in pharmaceutical (drug)
research and development, its sole reportable segment.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

As reported by the Troubled Company Reporter on December 7, 2009,
Genta has said its recurring losses and negative cash flows from
operations raise substantial doubt about its ability to continue
as a going concern.  With no further financing, management
projects that the Company will run out of funds in the second
quarter of 2010.

The Company has said it will require additional cash to maximize
its commercial opportunities and continue its clinical development
opportunities.  If the Company is unable to raise additional
funds, it could be required to reduce its spending plans, reduce
its workforce, license one or more of its products or technologies
that it would otherwise seek to commercialize itself, sell certain
assets, cease operations, or declare bankruptcy.

At September 30, 2009, the Company had total assets of $18,853,000
against total current liabilities of $12,013,000 and total long-
term liabilities of $3,346,000, resulting in stockholders' equity
of $3,494,000.


GENTA INC: BAM Opportunity Fund Reports 3.24% Equity Stake
----------------------------------------------------------
BAM Opportunity Fund, L.P.; BAM Opportunity Fund SPV, LLC; BAM
Capital, LLC; and BAM Management, LLC, disclosed that as of
December 31, 2009, they may be deemed to beneficially own in the
aggregate 6,414,295 shares or roughly 3.24% of the common stock of
Genta Incorporated.

Of the shares, 4,498,045 consist of shares underlying convertible
notes and 1,916,250 consist of shares underlying warrants.

The SPV holds a "greenshoe" right to purchase up to (a) an
additional $800,000 in convertible notes, which are convertible
into 8,000,000 shares of Common Stock, plus (b) accompanying
warrants to acquire an additional 2,000,000 shares (i.e., 2.5
warrants for every $1 of convertible notes purchased).  Those
convertible notes and the accompanying warrants cannot be
exercised or converted (as the case may be) for six months after
the greenshoe is exercised.  Accordingly, the SPV does not have
beneficial ownership of the Common Stock underlying those
convertible notes or those warrants.  The SPV also holds
convertible notes that are convertible into 255,730 shares of
Common Stock.  The notes cannot be converted until July 4, 2010,
and are also subject to a further limitation on their conversion
into common stock that limits the amount of convertible notes that
may be converted into stock each week.  Accordingly, the SPV does
not currently have beneficial ownership of the shares underlying
these convertible notes.

Beneficial ownership of the Common Stock was transferred to the
SPV by the Partnership on December 31, 2009, and accordingly, the
Partnership and the General Partner no longer have beneficial
ownership of the Common Stock.

                    About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated is a
biopharmaceutical company engaged in pharmaceutical (drug)
research and development, its sole reportable segment.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

As reported by the Troubled Company Reporter on December 7, 2009,
Genta has said its recurring losses and negative cash flows from
operations raise substantial doubt about its ability to continue
as a going concern.  With no further financing, management
projects that the Company will run out of funds in the second
quarter of 2010.

The Company has said it will require additional cash to maximize
its commercial opportunities and continue its clinical development
opportunities.  If the Company is unable to raise additional
funds, it could be required to reduce its spending plans, reduce
its workforce, license one or more of its products or technologies
that it would otherwise seek to commercialize itself, sell certain
assets, cease operations, or declare bankruptcy.

At September 30, 2009, the Company had total assets of $18,853,000
against total current liabilities of $12,013,000 and total long-
term liabilities of $3,346,000, resulting in stockholders' equity
of $3,494,000.


GENTA INC: Cat Trail Private Equity Reports 10% Stake
-----------------------------------------------------
Cat Trail Private Equity Fund, LLC, and David Dekker, its managing
member, disclosed that as of December 31, 2009, they may be deemed
to beneficially own 21,128,048 shares or roughly 10.0% of the
common stock of Genta Incorporated.

As of January 4, 2010, Cat Trail was the beneficial owner of
21,128,048 shares of Common Stock, comprised of (i) 2,176,662
shares of Common Stock, (ii) 7,855,716 shares of Common Stock
issuable upon conversion or exercise of Genta's April 2012 Notes
or Warrants, and (iii) 11,095,670 shares of Common Stock issuable
upon conversion of Genta's July 2011 Notes or September 2011
Notes.

As of January 4, 2010, Cat Trail held $465,000 face amount of
Genta's 8% Senior Secured Convertible Promissory Notes due April
2012.  Cat Trail also has the right, pursuant to a Securities
Purchase Agreement dated April 2, 2009, to purchase an additional
$450,000 face amount of the April 2012 Notes.  In addition, Cat
Trail has the right, pursuant to a Consent Agreement dated
April 2, 2009, and amended on May 22, 2009 and July 7, 2009, to
purchase $1,556,250 face amount of the April 2012 Notes.  The
April 2012 Notes can only be converted to the extent that, after
such conversion, Cat Trail would beneficially own no more than
4.999% of Genta's Common Stock.

As of January 4, 2010, Cat Trail held a warrant to purchase
1,125,000 shares of Genta's Common Stock at an exercise price of
$0.50 per share, a warrant to purchase 405,000 shares of Genta's
Common Stock at an exercise price of $1.00 per share and a warrant
to purchase 2,291,608 shares of Genta's Common Stock at an
exercise price of $1.00 per share.  Cat Trail also has the right,
pursuant to the April 2009 SPA, to acquire an additional warrant
to purchase 1,125,000 shares of Genta's Common Stock at an
exercise price of $0.50 per share in the event it exercises its
right to purchase an additional $450,000 face amount of the April
2012 Notes pursuant to the terms of the April 2009 SPA.

The April 2009 Warrant and July 2009 Warrant are exercisable but
only to the extent that, after such exercise, Cat Trail would
beneficially own no more than 4.999% of Genta's Common Stock.  The
September 2009 Warrant is not exercisable until March 4, 2010, and
then is only exercisable to the extent that, after such exercise,
Cat Trail would beneficially own no more than 4.999% of Genta's
Common Stock.  If acquired, the Additional Warrant will not be
exercisable for six months following the date of issuance, and
then will only be exercisable to the extent that, after such
exercise, Cat Trail would beneficially own no more than 4.999% of
Genta's Common Stock.

As of January 4, 2010, Cat Trail held $168,480 face amount of
Genta's 8% Unsecured Subordinated Convertible Promissory Notes due
July 2011 and $941,087 face amount of Genta's 8% Unsecured
Subordinated Convertible Promissory Notes due September 2011.  The
July 2011 Notes and September 2011 Notes can only be converted to
the extent that, after such conversion, Cat Trail would
beneficially own no more than 9.999% of Genta's Common Stock.

David Dekker, as the managing member of Cat Trail, may be deemed
to beneficially own the 21,128,048 shares held or acquirable by
Cat Trail.  Mr. Dekker shares voting and dispositive power over
such shares with Cat Trail.

                    About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated is a
biopharmaceutical company engaged in pharmaceutical (drug)
research and development, its sole reportable segment.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

As reported by the Troubled Company Reporter on December 7, 2009,
Genta has said its recurring losses and negative cash flows from
operations raise substantial doubt about its ability to continue
as a going concern.  With no further financing, management
projects that the Company will run out of funds in the second
quarter of 2010.

The Company has said it will require additional cash to maximize
its commercial opportunities and continue its clinical development
opportunities.  If the Company is unable to raise additional
funds, it could be required to reduce its spending plans, reduce
its workforce, license one or more of its products or technologies
that it would otherwise seek to commercialize itself, sell certain
assets, cease operations, or declare bankruptcy.

At September 30, 2009, the Company had total assets of $18,853,000
against total current liabilities of $12,013,000 and total long-
term liabilities of $3,346,000, resulting in stockholders' equity
of $3,494,000.


GENTA INC: Tang Capital Partners Reports 9.9% Stake
---------------------------------------------------
Tang Capital Partners, LP; Tang Capital Management, LLC, the
general partner of Tang Capital Partners; and Kevin C. Tang, the
manager of Tang Capital, disclosed that as of December 31, 2009,
they may be deemed to beneficially own 20,593,669 shares or
roughly 9.9% of the common stock of Genta Incorporated.

According to Tang Capital, its stake comprised of 6,447,257 shares
of Common Stock, $86,047.74 Face Amount of Genta's 15% Senior
Secured Convertible Promissory Notes due June 2010; $1,911,666.67
Face Amount of Genta's 8% Senior Secured Convertible Promissory
Notes due April 2012; $285,669.10 Face Amount of Genta's 8%
Unsecured Subordinated Convertible Promissory Notes due July 2011;
and $2,302,245.06 Face Amount of Genta's 8% Unsecured Subordinated
Convertible Promissory Notes due September 2011.

Additionally, Tang Capital Partners is the beneficial owner of a
warrant to purchase 4,625,000 shares of Genta's Common Stock at an
exercise price of $0.50 per share; warrants to purchase 1,660,000
shares of Genta's Common Stock at an exercise price of $1.00 per
share; and warrants to purchase 5,755,613 shares of Genta's Common
Stock at an exercise price of $1.00 per share.

Tang Capital Partners also has the right, pursuant to a Securities
Purchase Agreement dated April 2, 2009, to purchase an additional
$1,850,000.00 Face Amount of the April 2012 Notes.  Tang Capital
Partners also has the right, pursuant to a Consent Agreement dated
April 2, 2009, and amended on May 22, 2009 and July 7, 2009, to
purchase $2,832,951.79 Face Amount of the April 2012 Notes.

The April 2012 Notes can only be converted to the extent that,
after such conversion, Tang would beneficially own no more than
4.999% of Genta's Common Stock. The July 2011 Notes can only
converted to the extent that, after such conversion, Tang would
beneficially own no more than 9.999% of Genta's Common Stock.  The
September 2011 Notes can only be converted to the extent that,
after such conversion, Tang would beneficially own no more than
9.999% of Genta's Common Stock.  The April 2009 Warrants are only
exercisable to the extent that, after such exercise, Tang would
beneficially own no more than 4.999% of Genta's Common Stock.  The
July 2009 Warrants are only exercisable to the extent that, after
such exercise, Tang would beneficially own no more than 4.999% of
Genta's Common Stock.  The September 2009 Warrants are not
exercisable until March 4, 2010, and after such date, are only
exercisable to the extent that, after such exercise, Tang would
beneficially own no more than 4.999% of Genta's Common Stock.

Tang Capital Partners shares voting and dispositive power over
such shares, notes and warrants with Tang Capital Management and
Kevin C. Tang.

                    About Genta Incorporated

Berkeley Heights, New Jersey-based Genta Incorporated is a
biopharmaceutical company engaged in pharmaceutical (drug)
research and development, its sole reportable segment.  The
Company is dedicated to the identification, development and
commercialization of novel drugs for the treatment of cancer and
related diseases.

As reported by the Troubled Company Reporter on December 7, 2009,
Genta has said its recurring losses and negative cash flows from
operations raise substantial doubt about its ability to continue
as a going concern.  With no further financing, management
projects that the Company will run out of funds in the second
quarter of 2010.

The Company has said it will require additional cash to maximize
its commercial opportunities and continue its clinical development
opportunities.  If the Company is unable to raise additional
funds, it could be required to reduce its spending plans, reduce
its workforce, license one or more of its products or technologies
that it would otherwise seek to commercialize itself, sell certain
assets, cease operations, or declare bankruptcy.

At September 30, 2009, the Company had total assets of $18,853,000
against total current liabilities of $12,013,000 and total long-
term liabilities of $3,346,000, resulting in stockholders' equity
of $3,494,000.


GEORGE WASHINGTON SAVINGS: FirstMerit Bank Assumes All Deposits
---------------------------------------------------------------
George Washington Savings Bank, Orland Park, Illinois, was closed
February 19 by the Illinois Department of Financial Professional
Regulation -- Division of Banking, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with FirstMerit Bank, National Association, Akron, Ohio,
to assume all of the deposits of George Washington Savings Bank.

The four branches of George Washington Savings Bank will reopen on
Saturday as branches of FirstMerit Bank, N.A. Depositors of George
Washington Savings Bank will automatically become depositors of
FirstMerit Bank, N.A. Deposits will continue to be insured by the
FDIC, so there is no need for customers to change their banking
relationship to retain their deposit insurance coverage.
Customers should continue to use their existing branch until they
receive notice from FirstMerit Bank, N.A. that it has completed
systems changes to allow other FirstMerit Bank, N.A. branches to
process their accounts as well.

As of December 31, 2009, George Washington Savings Bank had
approximately $412.8 million in total assets and $397.0 million in
total deposits.  FirstMerit Bank, N.A. will pay the FDIC a premium
of 0.31 percent to assume all of the deposits of George Washington
Savings Bank.  In addition to assuming all of the deposits of the
failed bank, FirstMerit Bank, N.A. agreed to purchase essentially
all of the assets.

The FDIC and FirstMerit Bank, N.A. entered into a loss-share
transaction on $324.2 million of George Washington Savings Bank's
assets. FirstMerit Bank, N.A. will share in the losses on the
asset pools covered under the loss-share agreement.  The loss-
share transaction is projected to maximize returns on the assets
covered by keeping them in the private sector. The transaction
also is expected to minimize disruptions for loan customers.  For
more information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-837-0215.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/georgewashington.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $141.4 million.  FirstMerit Bank, N.A.'s acquisition
of all the deposits was the "least costly" resolution for the
FDIC's DIF compared to all alternatives.  George Washington
Savings Bank is the 19th FDIC-insured institution to fail in the
nation this year, and the second in Illinois.  The last FDIC-
insured institution closed in the state was Town Community Bank
and Trust, Antioch, on January 15, 2010.


GEORGINA RIGONAN: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Georgina V. Rigonan
        1413 Caspian Way
        Oxnard, CA 93035

Bankruptcy Case No.: 10-10750

Chapter 11 Petition Date: February 18, 2010

Court: United States Bankruptcy Court
       Central District of California (Santa Barbara)

Debtor's Counsel: David A. St. John, Esq.
                  Law Offices of David A. St. John
                  309 South A St
                  Oxnard, CA 93030-5804
                  Tel: (805) 486-8000
                  Fax: (805) 486-8855
                  Email: dsj@law-pro.net

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

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

             http://bankrupt.com/misc/cacb10-10750.pdf

The petition was signed by Georgina V. Rigonan.


GLOBAL CONTAINER: Court Establishes March 12 as Claims Bar Date
---------------------------------------------------------------
The Hon. Alan S. Trust of the U.S. Bankruptcy Court for the
Eastern District of New York has established March 12, 2010, at
5:00 p.m., Eastern Time, as the deadline for any individual or
entity to file proofs of claim against Global Container Lines
Ltd., et al.

Proofs of claim must be filed with:

     U.S. Bankruptcy Court
     Eastern District of New York
     290 Federal Plaza
     P.O. Box 9013
     Central Islip, NY 11722-9013

Garden City, New York-based Global Container Lines Limited filed
for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr.
E.D.N.Y. Case No. 09-78585).  C. Nathan Dee, Esq., and Matthew G.
Roseman, Esq., at Cullen & Dykman, LLP, assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


GLOBAL CONTAINER: Seeks July 10 Extension of Plan Proposal Period
-----------------------------------------------------------------
The Hon. Alan S. Trust of the U.S. Bankruptcy Court for the
Eastern District of New York will consider at a hearing on
March 10, 2010, at 9:30 a.m., Global Container Lines Ltd., et
al.'s motion to extend their exclusive periods.  The hearing will
be held at 290 Federal Plaza, Courtroom 960, Central Islip, New
York.  Objections, if any, are due on March 5, 2010, at 4:00 p.m.

The Debtors asked the Court to extend its exclusive periods to
propose a Chapter 11 Plan from March 10, 2010, to July 10, 2010;
and to solicit acceptances of that Plan from May 10, 2010, until
September 10, 2010.

The Debtors need additional time to review and analyze their
current business operations and to streamline those operations to
result in a more profitable operating entity.

Garden City, New York-based Global Container Lines Limited filed
for Chapter 11 bankruptcy protection on November 10, 2009 (Bankr.
E.D. N.Y. Case No. 09-78585).  C. Nathan Dee, Esq., and Matthew G.
Roseman, Esq., at Cullen & Dykman, LLP, assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


GLOBAL CROSSING: Incurs $141-Mil. Net Loss for 2009
---------------------------------------------------
Global Crossing Ltd. said it incurred a net loss of $141 million
for the year ended Dec. 31, 2009, compared with a net loss of
$284 million in 2008.

At Dec. 31, 2009, the Company said that assets were at $2.49
billion and debts at $2.85 billion, resulting to a $360 million
stockholders' deficit.

A full-text copy of the Company's earning release is available for
free at http://ResearchArchives.com/t/s?5374

Business Highlights

Global Crossing completed the year within its annual guidance
ranges for Revenue, OIBDA and Free Cash Flow.  The company
reported Free Cash Flow of $82 million, an increase of $71 million
compared to 2008. Global Crossing also reported "invest and grow"
revenue of $2.16 billion, an increase of 6 percent compared with
2008 in constant currency terms.  The company generated
$342 million of OIBDA for 2009, an increase of 31 percent compared
with 2008 in constant currency terms.

"Global Crossing delivered on its 2009 guidance despite a
challenging economic environment," said John Legere, CEO of Global
Crossing.  "We enter 2010 with a world-class global network and a
differentiated set of product capabilities that provide a platform
for continued growth and unparalleled customer satisfaction."

                         Full Year Results

Global Crossing's consolidated business generated $2.54 billion of
revenue in 2009, representing a $63 million decline year over
year, including a $138 million unfavorable foreign exchange
impact.  The company's "invest and grow" services -- namely that
part of the business focused on serving global enterprises and
carrier customers, excluding wholesale voice -- generated revenue
of $2.16 billion in 2009, including a $135 million unfavorable
foreign exchange impact.  Excluding the foreign exchange impact,
"invest and grow" revenue increased $123 million, or 6 percent,
year over year.

On a segment basis, the company's "rest of world" (ROW), GC Impsat
and GCUK segments generated "invest and grow" revenue of
$1.23 billion, $492 million, and $460 million, respectively. In
constant currency terms, ROW and GC Impsat "invest and grow"
revenue increased by 10 percent and 9 percent, respectively, as
compared to 2008.  GCUK's "invest and grow" revenue decreased 5
percent in constant currency terms as compared to 2008,
principally due to the completion of the Camelot contract at the
end of 2008.

Wholesale voice revenue declined 12 percent, or $50 million, year
over year to $374 million.  The decline reflects continued focus
on managing the wholesale voice business for margin. Substantially
all of the wholesale voice revenue is earned in the United States,
within the ROW segment.

Global Crossing reported gross margin of $770 million or
30.4 percent of consolidated revenue for 2009, an increase of
$6 million compared with 2008 including a $46 million unfavorable
foreign exchange impact. Gross margin of $764 million in 2008 was
29.4 percent of consolidated revenue. Year-over-year the
improvement in gross margin as a percent of consolidated revenue
was driven by revenue growth in constant currency terms, improved
revenue mix, lower cost of access and lower incentive
compensation, partly offset by higher cost of equipment and other
sales, real estate expense and payroll costs.

Sales, general and administrative (SG&A) expenses were
$428 million in 2009, a $63 million decrease from $491 million
in 2008, including a $30 million favorable foreign exchange
impact.  Excluding the impact of foreign exchange, the year-over-
year improvement was driven primarily by cost reduction
initiatives and, to a lesser degree, lower professional fees and
incentive compensation accruals.

The company reported $342 million of OIBDA for 2009, a year-over-
year improvement of $69 million, including an unfavorable foreign
exchange impact of $16 million.  Excluding the impact of foreign
exchange, OIBDA grew $85 million or 31 percent year over year.  On
a segment basis, ROW, GC Impsat and GCUK contributed $89 million,
$160 million and $93 million of OIBDA, respectively.

Global Crossing's consolidated net loss applicable to common
shareholders was $145 million for 2009, compared with a loss of
$288 million in 2008.  The year-over-year improvement was
primarily driven by the improvement in OIBDA previously described,
favorable foreign exchange impacts reflected in other income, net,
and a lower provision for income tax and interest expense.

                      Fourth Quarter Results

Global Crossing's consolidated revenue was $651 million in the
fourth quarter of 2009, representing a 1 percent increase both
sequentially and year over year. The sequential increase included
a $4 million favorable foreign exchange impact and the year-over-
year increase included a $13 million favorable foreign exchange
impact.  In constant currency terms, consolidated revenue
increased 1 percent sequentially and declined 1 percent year over
year.  The year-over-year revenue comparison was adversely
impacted by the completion of the Camelot contract at the end of
2008 within the GCUK segment.

The company's "invest and grow" services generated revenue of
$557 million in the fourth quarter.  This represents an increase
of 1 percent sequentially and 3 percent year over year, including
substantially all of the favorable foreign exchange impacts
referenced above.  In constant currency terms, "invest and grow"
revenue was essentially flat sequentially and year-over-year.
Sequentially, "invest and grow" revenue was unfavorably impacted
by a non-recurring benefit of $4 million in the third quarter
within the ROW segment for one customer's buyout of certain long-
term obligations under an existing contract.

On a segment basis, ROW, GC Impsat and GCUK generated "invest and
grow" revenue of $316 million, $131 million, and $123 million,
respectively.  In constant currency terms, this represented a
sequential increase of 1 percent for both ROW and GC Impsat and an
increase of 6 percent for GCUK.  Year-over-year, in constant
currency terms, ROW increased 5 percent and GC Impsat and GCUK
declined 2 percent and 5 percent, respectively.

The company's wholesale voice business generated revenue of
$93 million in the fourth quarter, a 4 percent increase
sequentially and a 7 percent decline year over year.

Global Crossing reported gross margin for the fourth quarter of
$190 million compared with $200 million in the third quarter of
2009 and $212 million in the fourth quarter of 2008.  The
sequential decrease of $10 million in gross margin was driven by
revenue mix, the non-recurring third quarter benefit from one
customer's contract buyout, and an increase in accrued incentive
compensation.  The year-over-year decrease of $22 million in gross
margin was primarily driven by a $10 million increase in accrued
incentive compensation, as the year-ago period included a net
reversal of accrued incentive compensation.  In addition, changes
in revenue mix resulted in higher cost of equipment and other
sales compared with the year-ago period.

SG&A expenses were $107 million in the fourth quarter of 2009,
compared with $109 million in the third quarter of 2009 and
$110 million in the fourth quarter of 2008.  Foreign currency
unfavorably impacted SG&A by $1 million sequentially and
$2 million year over year. Excluding foreign exchange impacts,
the sequential decline was due to lower commissions, professional
fees and restructuring costs, partly offset by other miscellaneous
costs increases.  Year-over-year, the decline in SG&A was
associated with lower commissions and professional fees, partly
offset by a $4 million increase in accrued incentive compensation.

Global Crossing reported $83 million of OIBDA in the fourth
quarter, compared with $91 million in the third quarter of 2009
and $102 million in the fourth quarter of 2008.  The year-over-
year decrease included a $14 million increase in accrued incentive
compensation, partly offset by a favorable foreign exchange impact
of $3 million.  On a segment basis, ROW, GC Impsat and GCUK
contributed $26 million, $33 million and $24 million,
respectively.

Global Crossing's consolidated net loss applicable to common
shareholders was $38 million for the fourth quarter of 2009.  On a
sequential basis, net loss decreased $36 million, principally due
to a non-recurring $29 million loss on the extinguishment of debt
in the prior quarter and a benefit in the provision for income
taxes in the current quarter, partly offset by higher interest
expense and lower OIBDA described above.  On a year-over-year
basis, net loss decreased $15 million, principally due to
favorable foreign exchange impacts and a benefit in the provision
for income taxes, partly offset by higher depreciation and
amortization and lower OIBDA described above.

                       Cash and Liquidity

As of December 31, 2009, Global Crossing had $477 million of
unrestricted cash and cash equivalents, compared with $360 at
December 31, 2008 and $429 at September 30, 2009.  Including
$16 million of restricted cash, Global Crossing had total cash
of $493 million at December 31, 2009.

For 2009, cash flow from operating activities was $256 million,
including $117 million of interest on indebtedness.  Global
Crossing received $130 million in proceeds from the sale of
indefeasible rights of use (IRUs) and prepaid services in 2009.
The company reported Free Cash Flow of $82 million for 2009.  Uses
of cash for the year included $249 million used for capital
expenditures and for principal payments on capital leases.

Cash flow from operating activities for the fourth quarter was
$121 million.  Global Crossing received $38 million in proceeds
from the sale of IRUs and prepaid services in the fourth quarter.
The company reported Free Cash Flow of $72 million.  Uses of cash
for the quarter included $77 million for capital expenditures and
for principal payments on capital leases.

                        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.


GRAHAM PACKAGING: Severs Ties with Chief Human Resources Officer
----------------------------------------------------------------
Graham Packaging Holdings Company disclosed in a regulatory filing
that the employment of David Nachbar as chief human resources
officer has been terminated on Jan. 19, 2010.

According to the Company, Mr. Nachbar will be entitled to receive
a lump-sum payment equal of $600,000 less applicable tax
withholdings and deductions.  Any outstanding advances will be
deducted from Mr. Nachbar severance payment.

Additionally, Mr. Nachbar will be paid for all accrued but
unused 2010 vacation and any accrued but unpaid salary as of the
Termination Date and the Company will not require him to return
all or any portion of the housing allowance that was paid to him
to date.

                      About Graham Packaging

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

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


GREEKTOWN HOLDINGS: Judge Shapero May Close Case in March
---------------------------------------------------------
Judge Walter Shapero of the U.S. Bankruptcy Court for the Eastern
District of Michigan officially confirmed the Second Amended Joint
Plans of Reorganization proposed by (i) certain noteholders, which
include Manulife Global Fund U.S. Bond Fund, John Hancock II
Strategic Income Fund, and Oppenheimer Strategic Income Fund, and
Sola Ltd.; (ii) the Official Committee of Unsecured Creditors; and
(ii) Deutsche Bank Trust Company Americas, as indenture trustee,
for Greektown Casino Holdings, Inc. and its debtor affiliates on
January 22, 2010.

In a Notice of Confirmation document also dated January 22, 2010,
the Clerk of the Bankruptcy Court further noted that Judge
Shapero is set to "find that the [Debtors'] estate[s have] been
fully administered and will enter a final decree closing the case
in 60 days unless, within that time, an objection is filed."  If
an objection is filed, it will be set for hearing.

If the closing is delayed past the 60-day time period for any
reason, the Court holds that the burden will be on the Debtors'
counsel to notify the Bankruptcy Clerk when it is appropriate to
close the case so that unnecessary U.S. Trustee fees will not
accrue.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

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


GREEKTOWN HOLDINGS: To Pay $16-Mil. to Detroit as Part of Deal
--------------------------------------------------------------
Greektown Holdings Inc. and its units, the noteholders who were
proponents to their court-confirmed Plan, the Official Committee
of Unsecured Creditors, and the City of Detroit ask Judge Shapero
to authorize them to enter into an amended settlement agreement
they reached among themselves, which provides a resolution of all
the outstanding disputes between the Debtors and the City,
including disputes relating to (i) the Debtors' Development
Agreement with the City and the assumption of that Agreement, (ii)
a certain Tax Rollback, and (iii) the City's reservation of rights
in the Court's order confirming the Noteholder Proponents' Chapter
11 Plan for the Debtors.

The Tax Rollback refers a rollback of the wagering tax pursuant
to the Michigan Gaming Control and Revenue Act and other
applicable law, effective as of February 15, 2009.  The Rollback
may be granted by the Michigan Gaming Control Board.

The Debtors, Merrill Lynch Capital Corporation, as administrative
agent for the prepetition lenders and the DIP lenders, and the
City of Detroit previously asked Judge Shapero to approve a
settlement agreement that aims to resolve issues among them in
November 2009.  The Original Settlement, however, was not
supported by the Creditors Committee; Deutsche Bank Trust Company
Americas, as indenture trustee for senior notes due 2013 issued
by Greektown Holdings and Greektown Holdings II; and MFC Global
Investment Management (U.S.) LLC.  In addition, the Original
Settlement was rejected by the Detroit City Council.

The Parties assert that the Amended Settlement is fair and
reasonable; is in the best interests of the Debtors, their
estates, and creditors; and should be approved by the Court in
its entirety.

Representing the Noteholder Plan Proponents, Allan S. Brilliant,
Esq., at Dechert LLP, in New York, avers that the terms of the
Amended Settlement are substantially similar to those under the
Original Settlement Agreement, except for certain modifications
which make the Settlement more favorable to the Debtors and
certain modifications to the amounts owed to the City.  He tells
the Court that after the entry of the Noteholder Plan
Confirmation Order, the Noteholder Plan Proponents engaged in
arm's-length negotiations with the City, which ultimately
culminated in the execution of the Amended Settlement.  Moreover,
the City Council voted to accept the Settlement on February 4,
2010.

The salient terms of the Amended Settlement are:

  -- The Amended Settlement is conditioned on obtaining Court
     approval for the pact on or before February 22, 2010 and
     consummation of the Noteholder Plan.  In the event the
     Noteholder Plan is not consummated or the Court does not
     approve the Amended Settlement, it will be deemed null and
     void.

  -- As consideration for the release and settlement of all
     disputed matters among the parties, the Debtors agree to
     pay to the City $16,629,000, subject to certain provisions
     and payable in this manner:

        * A $3,500,000 initial cash payment to be paid within
          two business days of the entry of the order approving
          the Amended Settlement;

        * A credit, to be applied at the time of the Final Cash
          Payment to reduce the Settlement Payment, in an amount
          equal to $3,529,000, which represents the difference
          between (i) the amount of gaming taxes paid by the
          Debtors to the City between February 15, 2009 and
          February 15, 2010, and (ii) the amount that would have
          been paid by the Debtors between February 15, 2009 and
          February 15, 2010 had the Tax Rollback been effective
          as of February 15, 2009; and

        * A final cash payment of $9,600,000, which represents
          the Settlement Payment, less the sum of (i) the amount
          of the Initial Cash Payment, and (ii) the amount of
          the Tax Rollback Credit.  The Final Cash payment will
          be paid within two business days on the earlier of (i)
          the effective date of the Noteholder Plan, and (ii)
          certain conditions set forth in the Settlement having
          been met.

  -- These parties also agree to perform these actions:

        * The City will make no further demand to seek a 1% tax
          Increase.  On the date of the Final Cash Payment, the
          City will acknowledge and agree that the Tax Increase
          is neither applicable nor payable.

        * The City will dismiss the Adversary Proceeding it
          initiated against the Debtors relating to the
          Development Agreement and the related Appeal with
          prejudice, and will waive any and all claims of
          default under the Development Agreement.

        * The City will not take any actions inconsistent with,
          and will use its best efforts to support and cooperate
          publicly and actively with the Debtors' efforts to
          obtain the Tax Rollback.

        * To the extent any consent is required under any
          applicable law, contract, or otherwise, the City will
          consent to the transfer of the ownership of the Casino
          and the Development Agreement, whichever is in effect,
          to the Reorganized Debtors on the terms and in
          accordance with the Noteholder Plan.

        * The City will issue all appropriate certificates of
          occupancy, permits, zoning approval or variance or
          other similar regulatory approvals as contemplated by
          or required under the Development Agreement,
          including, but not limited to, approvals for the
          revised site plan based on drawings dated July 27,
          2009, that were previously submitted to the City
          showing the Event Center as white box space, a revised
          building permit and a final certificate of occupancy
          based on the revised building permit.

        * In the event the Reorganized Debtors offer to sell
          shares to the public in an underwritten public
          offering within three years of the Plan Effective
          Date, to the extent permitted by any rules and
          regulations regulating the Reorganized Debtors or the
          underwriters of the offering, the Reorganized Debtors
          will recommend to the underwriters of the offering to
          allow City of Detroit residents to participate in a
          "directed share program," limited to 5% of the total
          offering and will consider, in their sole discretion,
          whether to ask that the underwriters, as to the 5%
          portion of the "directed share program," offer the
          directed shares to the directed share recipients at
          the discount price at which the underwriter purchases
          the shares.

  -- The Amended Settlement provides the parties with a limited
     mutual release from all claims relating to any disputed
     matter or dispute proceeding.

Mr. Brilliant summarizes the provisions that represent the
significant differences between the Amended Settlement and the
Original Settlement Agreement:

  (a) The Economic Development Corporation of the City of
      Detroit is not a party to the Amended Settlement and the
      provisions in the Original Settlement Agreement that inure
      to its benefit or require EDC's consent are stricken.

  (b) The Parties agree on the composition and members of the
      Reorganized Debtors board of directors and its management
      Company.  They further agree that either: (i) at least one
      Board member will be from Detroit and be reasonably
      acceptable to the Mayor and City Council; or (ii) an
      unpaid ombudsman would be appointed to be selected by the
      Mayor and approved by the City Council and who is
      reasonably acceptable to the Reorganized Debtors.

  (c) The Reorganized Debtors secured debt ceiling increased
      from $350,000,000 to $450,000,000.

  (d) The Settlement no longer contains a requirement that
      Greektown Casino, the City and the EDC enter into a
      Revised Development Agreement, which, in the Original
      Settlement Agreement, was to amend and supersede in all
      respects the Development Agreement.

  (e) Payment of all development costs, as defined in the
      Development Agreement, incurred by the City from Jan. 1,
      2010, through and including the Effective Date of the
      Noteholder Plan.

At the Parties' request, the Court will convene an expedited
hearing on the Motion on February 22, 2010. at 11:00 a.m.
Objections are due no later than 24 hours before the hearing.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

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


GREEKTOWN HOLDINGS: Wells Fargo Takes Over as Prepetition Agent
---------------------------------------------------------------
Greektown Holdings Inc. and its units sought and obtained the
Court's authority to enter into a second amendment of their
prepetition credit agreement dated December 2005 in connection
with the assumption by Wells Fargo Bank, National Association, of
the role of administrative agent.

The Prepetition Credit Agreement was entered into by Greektown
Holdings, L.L.C. and Greektown Holdings II, Inc., as borrowers;
various financial institutions, as lenders; Keybank National
Association, as existing issuer; National City Bank of the
Midwest, as replacement issuer; Merrill Lynch, Pierce, Fenner and
Smith Incorporated, as sole lead arranger, sole book runner and
syndication agent, as administrative agent; and Wachovia
Securities, National City Bank of the Midwest, Wells Fargo Bank,
National Association and Fifth Third Bank, as co-documentation
agents on December 5, 2005.  The Credit Agreement has been
initially amended on April 13, 2007.

Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield
Hills, Michigan, tells the Court that on January 4, 2010, the
Debtors and the Prepetition Lenders agreed to modify certain
provisions of the Prepetition Credit Agreement related to the
Prepetition Agent's resignation rights and obligations to induce
Wells Fargo to assume the role of Administrative Agent.  Wells
Fargo is expected to officially assume the role of Prepetition
Agent on or about January 29, 2010, pursuant to a certain "side
letter."

The Amended Prepetition Credit Agreement provides that Wells
Fargo may resign as Administrative Agent at any time upon at
least 30 days' prior written notice to the Debtor Borrowers and
the Lenders and that resignation will become effective on the
30th day after the date of the notice.  On the Resignation
Effective Date, Wells Fargo, in its capacity as Administrative
Agent will be discharged from all its duties and obligations
under the Loan Documents.

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

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

A full-text copy of the Second Amended Prepetition Credit
Agreement is available for free at:

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

The Debtors have strong business reasons to enter into the Second
Amendment because it facilitates the transfer of the prepetition
lender agency, which has arisen in connection with the
refinancing of the Debtors' DIP indebtedness, Mr. Weiner
contends.  He explains that the refinancing of the DIP
indebtedness has not only lowered the Debtors debt service
obligations, but has also facilitated the confirmation of a plan
of reorganization that will fully repay secured creditors in full
and pay other unsecured creditors significant distributions in
cash and equity.

                           *     *     *

Merrill Lynch Capital Corporation, the former administrative
agent, notified parties-in-interest of its resignation.

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operates
world-class casino gaming facilities located in Detroit's
historic Greektown district featuring more than 75,000 square
feet of casino gaming space with more than 2,400 slot machines,
over 70 tables games, a 12,500-square foot salon dedicated to
high limit gaming and the largest live poker room in the
metropolitan Detroit gaming market.  Greektown Casino employs
approximately 1,971 employees, and estimates that it attracts
over 15,800 patrons each day, many of whom make regular visits to
its casino complex and related properties.  In 2007, Greektown
Casino achieved a 25.6% market share of the metropolitan Detroit
gaming market.  Greektown Casino has also been rated as the "Best
Casino in Michigan" and "Best Casino in Detroit" numerous times
in annual readers' polls in Detroit's two largest newspapers.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and
Ryan D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC as claims, noticing, and balloting agent.  Clark
Hill PLC serves as counsel to the Official Committee of Unsecured
Creditors.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

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


GREEN EARTH: Posts $3.36-Mil. Net Loss in Q2 Ended Dec. 31
----------------------------------------------------------
Green Earth Technologies, Inc., reported a net loss of $3,363,000
on net sales of $440,000 for the three months ended December 31,
2009, compared to a net loss of $2,613,000 on net sales of
$336,000 for the same period of 2008.

On December 4, 2009, the Company received a notice from Bio Tec,
one of the Company's suppliers of performance products, that it
was terminating its agreement with the Company.  As a result, the
Company recorded charges of approximately $1,303,000.   The
Company recorded an impairment loss of $610,000 related to Bio Tec
exclusivity rights, recorded a charge of $286,000 for fixed assets
at the Bio Tec facility, reserved $353,000 for inventory and
expensed other Bio Tec related charges totaling $54,000.

                        Six Months Results

The Company reported a net loss of $6,073,000 on net sales of
$866,000 for the six months ended December 31, 2009, compared to a
net loss of $5,898,000 on net sales of $956,000 for the same
period of the prior year.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed total assets of $5,333,000, total liabilities of
$3,432,000, and total stockholders' equity of $1,901,000.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $3,403,000 in total current
assets available to pay $3,432,000 in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?53b6

                       Going Concern Doubt

"Due to the Company's limited amount of additional committed
capital, recurring losses, negative cash flows from operations and
its negative working capital, there is substantial doubt about its
ability to continue as a going concern."

The Company had a net loss of $6,073,000 and net cash used in
operations of $3,464,000 for the six months ended December 31,
2009, and has a working capital deficit of $29,000 and
stockholders' equity of $1,901,000.  The Company has relied upon
cash from its financing activities to fund its ongoing operations
as it has not been able to generate sufficient cash from its
operating activities in the past and there is no assurance that it
will be able to do so in the future.

                        About Green Earth

Based in Stamford, Connecticut, Green Earth Technologies, Inc.,
markets, sells and distributes an array of branded,
environmentally-friendly, bio-based automotive and outdoor power
equipment performance and appearance products.  These products are
produced for the Company under long-term supply and requirements
contracts with three domestic manufacturers.


HARRAH'S ENTERTAINMENT: HOC Bank Debt Trades at Less Than 1% Off
----------------------------------------------------------------
Participations in a syndicated loan under which Harrah's Operating
Company, Inc., is a borrower traded in the secondary market at
99.22 cents-on-the-dollar during the week ended Friday, Feb. 19,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
1.14 percentage points from the previous week, The Journal
relates.  The Company pays 750 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 23, 2016, and
carries Moody's Caa1 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among 187 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- through its wholly owned subsidiary,
Harrah's Operating Company, Inc., operates nearly 40 casinos
across the United States, primarily under the Harrah's(R),
Caesars(R) and Horseshoe(R) brand names; Harrah's also owns the
London Clubs International family of casinos and the World Series
of Poker(R).  Private equity firms Apollo Global Management and
TPG Capital LP acquired Harrah's in January for $31 billion.

As of June 30, 2009, the Company had $30.7 billion in total assets
and total current liabilities of $1.71 billion, long-term debt of
$19.3 billion, deferred credits and other of $718.2 million,
deferred income taxes of $5.74 billion, and preferred stock of
$2.46 billion.

Harrah's Entertainment carries a 'Caa3' Corporate Family rating,
and a 'Caa3' Probability of default rating from Moody's.  The
ratings "reflect very high leverage and a negative outlook for
gaming demand over the next year," Moody's said in September 2009.


HEALTHSPRING INC: Moody's Assigns 'Ba3' Senior Secured Debt Rating
------------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 senior secured debt
rating to HealthSpring, Inc.'s new $350 million secured credit
facility.  The credit facility consists of a $175 million five
year term loan and a four year $175 million revolver.  The
proceeds from the new agreement were used to repay the outstanding
indebtedness under the company's existing credit facility.  In
connection with this transaction, the Ba3 rating on HealthSpring's
prior facility (due to mature in October 2012) has been withdrawn.
The outlook on the rating remains stable.

Moody's said that the Ba3 senior debt rating reflects
HealthSpring's consistently strong profit margins, growing
regulatory capital level, and moderate financial leverage.  The
rating agency noted that HealthSpring's financial leverage would
be modestly reduced as a result of the debt reduction from this
transaction.

However, the rating agency noted these positive benefits are
offset somewhat by HealthSpring's business profile, which is
characterized by a small membership base, which subjects the
company to greater earnings volatility, and its concentration in
the Medicare Advantage segment.  A major concern with MA business
has been the threat of additional reductions in government
reimbursement levels and product offerings.

This rating was assigned with a stable outlook:

* HealthSpring, Inc. -- senior secured debt rating at Ba3.

HealthSpring, Inc. is headquartered in Nashville, Tennessee.  For
full year 2009 total revenue was $ 2.7 billion with Medicare
Advantage membership (excluding Part D stand alone) of
approximately 189,200.  As of December 31, 2009 the company
reported shareholders' equity of $929 million.

Moody's most recent rating action on HealthSpring was on July 30,
2009, when the ratings were affirmed (senior secured debt at Ba3).

Moody's insurance financial strength ratings are opinions about
the ability of insurance companies to punctually pay senior
policyholder claims and obligations.

Moody's corporate family rating is an opinion of a corporate
family's ability to honor all of its financial obligations and is
assigned to a corporate family as if it had a single class of debt
and a single consolidated legal entity structure.


HIGHWAY 3 INVESTORS: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Highway 3 Investors, LLC
        227 W. Trade St., Ste. 800
        Charlotte, NC 28202

Bankruptcy Case No.: 10-30399

Chapter 11 Petition Date: February 18, 2010

Court: United States Bankruptcy Court
       Western District of North Carolina (Charlotte)

Judge: George R. Hodges

Debtor's Counsel: Joseph W. Grier, III, Esq.
                  Grier, Furr & Crisp, P.A.
                  101 N. Tryon Street, Suite 1240
                  One Independence Center
                  Charlotte, NC 28246
                  Tel: (704) 332-0201
                  Fax: (704) 332-0215
                  Email: jgrier@grierlaw.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 $1,854,226,
and total debts of $1,644,215.

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

The petition was signed by Stephen H. Mauldin Sr.


HILTON WORLDWIDE: Finalizing Deal to Restructure $20 Billion Debt
-----------------------------------------------------------------
The Wall Street Journal's Peter Lattman and Dow Jones Newswires'
Lingling Wei, citing two people familiar with the negotiations,
report that Hilton Worldwide and Blackstone Group are finalizing a
deal that would cut Hilton's $20 billion debt load by about $4
billion.  The sources said Blackstone's funds will contribute $800
million of new equity, which will be used to buy back debt at a
discount; and lenders will extend the maturity of some debt
issues.

The report also relates that according to several people involved,
talks with Hilton's lenders have been contentious and dragged on
for at least four months.  The report notes roughly $4 billion of
Hilton debt is held by the Federal Reserve, through a fund called
Maiden Lane, which acquired the position from Bear Stearns Cos.
when it brokered the collapsed investment bank's sale to J.P.
Morgan Chase & Co.

"The restructuring will help shore up Hilton's finances as it
struggles through a downturn in the hotel industry. For months,
some analysts have said there was a risk that Hilton might not be
able to generate enough cash to stay current on its $20 billion of
debt. Without a restructuring, Blackstone could have been forced
to sell Hilton assets to cover its roughly $900 million in
interest payments, according to the analysts," according to the
report.

The report recalls Blackstone agreed to pay $26 billion for Hilton
in July 2007.  The firm's funds and co-investors put up $5.6
billion in equity in the deal and borrowed $20 billion in debt
from a group of seven banks.  The banks sold some of the debt to
investors but ended up keeping much of it on their books after
debt markets closed later that summer.

The report says Blackstone has written down the value of its
equity investment by about two-thirds, according to people
familiar with the firm.

Mr. Lattman and Ms. Wei als report that federal prosecutors in
Manhattan on Friday acknowledged for the first time in a court
filing that Hilton is under criminal investigation related to the
alleged theft of confidential documents from rival Starwood Hotels
& Resorts.  The report says a Hilton spokeswoman said it continues
to cooperate with the government's investigation.

                      About Hilton Worldwide

Hilton Worldwide -- http://www.hiltonworldwide.com/-- operates
more than 3,400 hotels in 79 countries.  Its portfolio of hotel
brands includes the Waldorf Astoria, Conrad, Hilton, Doubletree,
Embassy Suites, Hilton Garden Inn, Hampton Inn & Suites, Homewood
Suites by Hilton, Home2 Suites by Hilton and Hilton Grand
Vacations.


HOMELAND SECURITY: Could Not File Form 10-Q on Timely Basis
-----------------------------------------------------------
Homeland Security Capital Corporation said that it could not file
its Form 10-Q for the period ended Dec. 31, 2009, with the
Securities and Exchange Commission because it was unable to
complete the required financial statements on a timely basis.

                        About Homeland Security

Homeland Security Capital Corporation is an international provider
of specialized technology-based radiological, nuclear,
environmental disaster relief and electronic security solutions to
government and commercial customers.

Homeland Security Capital Corporation reported a net loss of
$745,849 for the fiscal first quarter ended September 30, 2009,
from a net loss of $1,941,090 for the year ago period.

At September 30, 2009, the Company had total assets of $33,645,850
against total liabilities of $36,917,640, resulting in $3,441,558
in stockholders' deficit.


HSBC BANK: Fitch Affirms Individual Rating at 'C/D'
---------------------------------------------------
Fitch Ratings has affirmed HSBC Bank Panama's ratings:

  -- Foreign Currency Long-Term Issuer Default Rating at
     'BBB+';

  -- Foreign Currency Short-Term IDR at 'F2';

  -- Individual Rating at 'C/D';

  -- Support Rating at '2'.

The Rating Outlook is Positive.

At the same time, Fitch also affirmed HBPA's national scale
ratings:

  -- Long-Term National Rating at 'AAA(Pan)'; Outlook Stable;
  -- Short-Term National Rating at 'F1+(Pan)';
  -- Senior Unsecured Debt at 'AAA(Pan)'.

HBPA's IDRs reflect the support it would receive from its parent,
HSBC (rated 'AA' by Fitch), should it be required; the IDRs are
constrained by Panama's country ceiling. The Individual Rating
reflects its strong franchise, market share, and improving
efficiency as well as its deteriorating asset quality, lower
reserve coverage, relatively lower capital and tough competitive
environment.

Fitch believes that, considering HBPA's size, importance and key
role in HSBC's regional strategy, support from its parent should
be forthcoming, if needed.

HBPA's IDRs could be upgraded if Panama's country ceiling is
upgraded; the IDRs would move in line with the country ceiling.
Downside risk for the IDRs is limited in the short term given
Panama's positive economic prospects, but the Individual Rating
could be pressured if HBPA's performance declines, asset quality
deteriorates significantly, reserve coverage weakens or capital
ratios deteriorate.

HBPA's performance through August 2009 was driven by a cautious
strategy that curbed loan growth and maintained a large liquidity
cushion at a relatively high cost. Operating costs were well under
control benefiting from the end of the integration process while
loan loss provisions increased as the bank felt the impact of the
global crisis on asset quality. Net income decreased compared to
2008 and profitability declined to an ROAE of 13.2% and an ROAA of
about 1.1% at August 2009.

Loans grew thanks to a large one-time transaction that offset
declines in all segments, while deposits increased -- reversing
its recent trend -- and remain widely diversified.  Asset quality
deteriorated in part due to an improvement in MIS systems that
closed reporting gaps in the subsidiaries of Primer Banco del
Istmo.  Reserve coverage weakened to about 60%. Tangible equity
measures have been stable over the past several years, however,
the bank resumed paying ordinary dividends in the third quarter of
2009.

HBPA is 100% owned by HSBC; its operations are highly integrated
within HSBC's regional franchise where it is considered a key
subsidiary.  A universal bank active in consumer, commercial and
corporate lending, HBPA held about 20% of the system's assets at
August 2009; it merged with PBI in May 2009 to create Panama's
largest bank and a major regional player.


HUTCH PROPERTIES: Case Summary & 1 Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Hutch Properties, LLC
        4603 Hillsborough Rd., Suite H
        Durham, NC 27705

Bankruptcy Case No.: 10-80278

Chapter 11 Petition Date: February 18, 2010

Court: United States Bankruptcy Court
       Middle District of North Carolina (Durham)

Judge: Bankruptcy Judge Catharine R. Carruthers

Debtor's Counsel: Joseph M. Wilson, Jr., Esq.
                  Suite 300, 2525 Meridian Park
                  Durham, NC 27713
                  Tel: (919) 688-7393
                  Email: jwilson@carotennlaw.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 $1,419,390
and total debts of $1,100,715.

The Debtor identified County of Durham (Office of the Tax
Administrator) with a debt claim for $17,715 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/ncmb10-80278.pdf

The petition was signed by Stanley Hutchins, owner of the Company.


INN OF THE MOUNTAIN: Posts $3.0-Mil. Loss in Qtr. Ended Dec. 31
---------------------------------------------------------------
Inn of the Mountain Gods Resort and Casino reported a net loss of
$3.0 million on net revenue of $25.4 million for the three months
ended December 31, 2009, compared to a net loss of $844,991 on net
revenue of $26.2 million for the same period of 2008.

Income from operations decreased $933,827, or 16%, to $4.8 million
for the three months ended December 31, 2009 from $5.7 million for
the three months ended December 31, 2008, due to an insurance
recovery of $3.6 million in 2008.

Other non-operating expenses were $7.7 million for the three
months ended December 31, 2009, and $6.5 million for the three
months ended December 31, 2008.  Other income (expenses) is
comprised primarily of interest income and interest expense along
with other expenses.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed $199.1 million in total assets and $239.4 millin in total
liabilities, resulting in a $40.3 million deficit.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $10.0 million in total current
assets available to pay $239.1 million in total current
liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?53a3

                       Going Concern Doubt

The Company has incurred significant losses and did not generate
sufficient cash to make the May 15, 2009, and November 15, 2009,
interest payments on its 12% senior Notes due 2010.  This non-
payment of interest constitutes an event of default under the
Indenture governing the Notes.

The Company is currently in discussions with certain of its
debtholders regarding these issues.  As of December 31, 2009, the
Company had negative working capital of approximately
$229.0 million and a capital deficit of approximately
$40.3 million.

"The event of default, along with the Company's history of
recurring losses, negative working capital and limited access to
capital, has raised substantial doubt regarding the Company's
ability to continue as a going concern."

Historically, IMG Resort and Casino has not generated sufficient
cash flow from operations to satisfy its capital requirements and
relied upon debt financing arrangements to satisfy such
requirements.  The current cash flows and capital resources may
force IMG Resort and Casino to reduce or delay activities and
capital expenditures if IMG Resort and Casino is unable to
refinance its debt.  In the event that IMG Resort and Casino is
unable to refinance or restructure its debt, IMG Resort and Casino
will be left without sufficient liquidity and IMG Resort and
Casino will not be able to meet the debt service requirements and
repayment obligations.

                   About IMG Resort and Casino

Headquartered in Mescalero, New Mexico, Inn of the Mountain Gods
Resort and Casino and subsidiaries ("IMG Resort and Casino") is an
unincorporated business enterprise of the Mescalero Apache Tribe.
The Company was established April 30, 2003, and manages and owns
all resort, hotel and gaming enterprises of the Tribe including
the Inn of the Mountain Gods Resort and Casino (the "Resort"), a
gaming, hotel and resort complex opened on March 15, 2005, and its
wholly-owned subsidiaries.  The Resort, which opened for
commercial business on March 15, 2005, is located on tribal land
in Mescalero, New Mexico.


INTELSAT JACKSON: Bank Debt Trades at 9% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Intelsat Jackson
Holdings Ltd. is a borrower traded in the secondary market at
90.50 cents-on-the-dollar during the week ended Friday, Feb. 19,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
1.20 percentage points from the previous week, The Journal
relates.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Feb. 5, 2014, and
carries Moody's B3 rating and Standard & Poor's B+ rating.  The
debt is one of the biggest gainers and losers among 187 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Intelsat Jackson Holdings is an indirect subsidiary of Intelsat
Ltd.  Headquartered in Penbroke, Bermuda, Intelsat is the largest
fixed satellite service operator in the world and is privately
held by financial investors.

As reported by the Troubled Company Reporter on Oct. 16, 2009,
Standard & Poor's assigned its 'B+' issue-level and '2' recovery
ratings to Intelsat Jackson Holdings Ltd.'s proposed $500 million
senior notes due 2019.  The '2' recovery rating indicates
expectations for substantial (70%-90%) recovery in the event of a
payment default.  The proposed notes are also guaranteed by
Intelsat Subsidiary Holding Co. Ltd.  Issue proceeds will be used
to purchase and retire about $400 million of the 11.5%/12.5%
senior paid-in-kind election notes due 2017 that reside at
Intelsat Bermuda Ltd. ($2.4 billion outstanding as of June 30,
2009) and for general corporate purposes.  Ratings are based on
preliminary documentation and are subject to review of final
documents.

In addition, S&P lowered the issue-level ratings on Intelsat Sub
Holdco's unsecured debt to 'B+' from 'BB-'.  This rating action
also applies to the debt at Intelsat Jackson Holdings that is
guaranteed by Sub Holdco.  The downgrade of about $3.7 billion in
debt is due to the increased debt that is guaranteed by Intelsat
Sub Holdco.  S&P revised the recovery rating on these notes to '2'
from '1'.  Also, S&P affirmed the 'B' corporate credit rating on
parent Intelsat Ltd.  The outlook is stable.

The TCR reported on Oct. 16, 2009, that Moody's assigned a B3
rating to Intelsat Jackson Holdings, Ltd.'s new $500 million 10-
year note issue.  The new notes are guaranteed by Intelsat
Jackson's indirect, wholly owned subsidiary, Intelsat Subsidiary
Holding Company, Ltd. and, as they rank equally with existing B3-
rated senior notes issued by Intelsat SubHoldCo (and with senior
notes at Intelsat SubHoldCo's sister company, Intelsat
Corporation), they are rated at the same B3 level.


INTERGRAPH CORP: Moody's Cuts Corp. Family Rating to 'B2'
---------------------------------------------------------
Moody's Investors Service downgraded Intergraph Corporation's
corporate family rating to B2 from B1, assigned a B1 rating to a
new incremental
$300 million first lien term loan, and downgraded the existing
revolving credit facility and first lien term loan ratings to B1
from Ba3 and second lien term loan rating to Caa1 from B3.  The
outlook on the ratings is stable.

The rating downgrades reflect Intergraph's increased debt leverage
from incremental debt issuance as it pursues an aggressive
dividend payout.  The proceeds from the proposed $300 million
incremental debt issuance, along with approximately $50 million of
cash from the balance sheet, will be used to pay approximately
$350 million in dividends to Intergraph's shareholders.  This
action will increase debt leverage by 1.6x, to approximately 5.2x
(including CMB notes and PIK term loan).  Moody's notes that the
proposed dividend payout is in addition to the $142 million
dividend payout the company made in September 2009.

In addition to the shareholder-friendly financial policy,
Intergraph's B2 corporate family rating reflects the company's
high pro forma leverage, its modest pro forma interest coverage,
and a market landscape that is highly competitive and features
some formidable, large-scale and better-capitalized companies.
That said, strong cash flow generation and a large recurring
revenue base from multi-year contracts, the FY2009 record of
improving EBITDA despite decline in revenues and gross profits, a
customer retention rate in excess of 90%, as well as a large
backlog, all support the rating.

These ratings have been downgraded:

  -- Corporate family rating to B2 from B1

  -- Probability of default rating to B2 from B1

  -- $75 million Senior Secured Revolving Credit Facility to B1,
     LGD3, 39% from Ba3, LGD3, 33%

  -- $352 million Senior Secured First Lien Term Loan to B1, LGD3,
     39% from Ba3, LGD3, 33%

  -- $200 million Senior Secured Second Lien Term Loan to Caa1,
     LGD6, 90% from B3, LGD5, 86%

This rating was assigned

  -- New incremental $300 million Senior Secured First Lien Term
     Loan - B1, LGD3, 39%

The new instrument rating is subject to closing of the transaction
and Moody's final review of the executed documents.

The rating outlook is stable.

The most recent rating action was on September 18, 2009, when
Moody's changed the CFR to B1 from B2.

Intergraph is a leading provider of spatial information management
software and systems with FY2009 revenues of $770 million.
Headquartered in Huntsville, Alabama, Intergraph was acquired by a
consortium of private equity buyers for $1.3 billion in 2006.


INTERGRAPH CORP: S&P Rates Incremental Term Loan at 'BB-'
---------------------------------------------------------
S&P rates Intergraph Corp.'s incremental term loan at 'BB-'
(Recovery: 2) and its second-lien term loan rating to 'B-'.

U.S. computer graphics software provider Intergraph plans to
borrow a $300 million incremental term loan and use proceeds to
finance a shareholder dividend (and related expenses).
S&P is assigning the loan an issue-level rating of 'BB-' with a
recovery rating of '2'.

S&P is lowering its issue-level rating on the company's second-
lien credit facility to 'BB-'.

The stable outlook for S&P's 'B+' corporate credit rating on
Intergraph reflects the company's solid recurring revenue base and
fairly predictable free operating cash flow.


INTERNATIONAL LEASE: Fitch Cuts Issuer Default Rating to 'BB'
-------------------------------------------------------------
Fitch Ratings has downgraded International Lease Finance Corp.'s
Issuer Default Rating to 'BB' from 'BBB'.  ILFC's ratings remain
on Rating Watch Negative where they were originally placed on
Sept. 25, 2009. Approximately $18 billion of debt is affected by
these actions.

Fitch believes that continued alignment of ILFC's ratings with
AIG's ratings is no longer warranted due to several factors.  ILFC
is no longer viewed as a core part of AIG's overall franchise, and
the prospect of a near-term sale of ILFC has become more unlikely.
In the past, the alignment of ILFC's ratings with AIG's reflected
ILFC's significant dependence on the underlying explicit and
implicit support provided to the AIG organization by the Federal
Reserve Bank of New York (FRBNY) until AIG could divest ILFC
through a near-term sale to a buyer with the financial wherewithal
to lend support to ILFC and preserve its investment-grade capital
structure.

The downgrade primarily reflects Fitch's belief that AIG's long-
term willingness to extend support to ILFC may be more limited
than previously assumed.  It also reflects the agency's concern
that ILFC's efforts to restructure its capital structure and
generate liquidity extend beyond the dates at which AIG has
indicated that it will provide financial support.  Further, Fitch
is increasingly concerned that even if the restructuring is
completed as envisioned by ILFC and AIG, the resulting capital
structure and business profile may be insufficient to support
investment grade ratings.

ILFC's current ratings continue to benefit from AIG's underlying
intention to provide support to ILFC through November 2010 to the
extent that ILFC's efforts to procure secured third-party debt
financing, aircraft sales, and other sources of funds are
insufficient to meet existing commitments.  Thus, Fitch is
assuming that sufficient support will be provided to ensure all
maturing debt obligations through November 2010 are satisfied.
Fitch also believes that in the near to mid term, AIG will likely
continue to take reasonable steps to maximize the value of its
investment in ILFC.  Such steps would include extending support of
ILFC beyond November 2010 to the extent ILFC is unable to meet
existing commitments.  Further, Fitch's analysis of ILFC's
aircraft portfolio indicates that the company has significant
economic value above its debt levels under most scenarios.

However, if ILFC is unable to generate sufficient liquidity via
assets sales and third-party secured financing and is further
required to draw on support from its parent, Fitch believes ILFC's
business is at a greater risk of transitioning into a portfolio
liquidation scenario in order to preserve liquidity and minimize
future funding requirements.  Absent continued support from AIG,
ILFC's ratings would likely fall into the highly speculative
rating category.

Resolution of the Rating Watch will primarily reflect ILFC's
ability to resolve substantial near-term funding pressure by
generating sufficient liquidity through aircraft sales, extension
or amendment of the current bank facilities and procurement of
third party secured debt financing to satisfy near-term funding
obligations and minimize the likelihood for further support from
AIG.

Furthermore, although unencumbered collateral, primarily aircraft,
remains adequate to support repayment of unsecured debt, Fitch
remains concerned that further encumbrance of the aircraft
portfolio, either via indirect government support or third-party
secured financing, may effectively result in subordination of
existing unsecured bondholders.  This would likely result in
downward notching of the senior unsecured debt rating.

ILFC's preferred securities reflect their deep subordination to
senior unsecured creditors and the growing potential for ILFC to
exercise deferral options given the company's liquidity
challenges.  At their current level, the ratings are consistent
with Fitch's ratings on AIG's preferred securities as well as
Fitch's ratings on hybrid securities issued by other entities that
have experienced significant liquidity challenges over the last
12-18 months.

Fitch's rating actions are the result of a focused review of its
'Master Global Financial Institutions Criteria' dated Dec. 29,
2009, and 'Finance and Leasing Companies Criteria' dated Dec. 30,
2009.  This review concentrated in particular on liquidity and
stress testing. Although insurance holding companies are
specifically excluded, Fitch reviewed and applied criteria
outlined 'Rating Linkages in Parent and Nonbank Financial
Subsidiary Relationships' dated Dec. 30, 2009, in performing its
analysis of parent support.

Fitch has downgraded ILFC's ratings:

  -- Long-term IDR to 'BB' from 'BBB';
  -- Senior unsecured debt to 'BB' from 'BBB'.

All of ILFC's ratings remain on Rating Watch Negative including
this:

  -- Preferred stock 'B'.

Fitch had downgraded and subsequently withdrawn these ratings:

  -- Short-term IDR to 'B' from 'F2';
  -- Commercial paper to 'B' from 'F2'.


INTRAOP MEDICAL: Posts $2.1-Mil. Net Loss in Qtr. Ended Dec. 31
---------------------------------------------------------------
IntraOp Medical Corporation reported a net loss of $2,124,860 on
total revenues of $161,066 for the three months ended December 31,
2009, as compared with a net loss of $1,817,022 on total revenues
of $1,198,266 for the same period of 2008.

At December 31, 2009, the Company's consolidated balance sheets
showed $5,845,778 in total assets and $12,982,166 in total
liabilities, resulting in a $7,136,388 shareholders' deficit.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $4,725,637 in total current
assets available to pay $12,982,166 in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?5399

                       Going Concern Doubt

The Company experienced net losses of $2,124,860 and $1,817,022
for the three months ended December 31, 2009 and 2008,
respectively.  In addition, the Company has incurred substantial
monetary liabilities in excess of monetary assets over the past
several years and, as of December 31, 2009, had an accumulated
deficit of $49,638,363.  "These matters, among others, raise
substantial doubt about our ability to continue as a going
concern."

Historically, management has been able to raise additional
capital.  During the three months ended December 31, 2009, the
Company obtained capital through the issuance of 10% senior
secured debentures, the proceeds of which were used for working
capital and the repayment of liabilities.  The successful outcome
of future activities cannot be determined at this time and there
is no assurance that if achieved, the Company will have sufficient
funds to execute its intended business plan or generate positive
operating results.

Operating activities provided net cash of $81,355 for the three
months ended December 31, 2009, compared to $1,875,410 used in
operating activities during the three months ended December 31,
2008.

                      About IntraOp Medical

Headquartered in Sunnyvale, California, IntraOp Medical Corp.
(OTC BB: IOPM) -- http://www.intraopmedical.com/-- develops,
manufactures, markets, distributes and services Mobetron, a
proprietary mobile electron-beam cancer treatment system designed
for use in intraoperative electron-beam radiation therapy, or
IOERT.


ISLE OF CAPRI: S&P Changes Outlook to Stable; Affirms 'B' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
St. Louis, Missouri-based Isle of Capri Casinos Inc. to stable
from negative.  At the same time, S&P affirmed its ratings on the
company, including the 'B' corporate credit rating.

"The outlook revision follows Isle's successful execution of an
amendment to its credit facility, which, among other things,
revised covenant levels, providing the company with additional
cushion," said Standard & Poor's credit analyst Ariel Silverberg.

S&P had previously noted a concern around a significant reduction
in the covenant cushion beginning in the April 2010 fiscal
quarter.  S&P now expects the cushion with respect to the revised
covenant level to remain in the mid-single-digit percentage area
over the next several quarters.  This remains somewhat tight;
however, based on S&P's expectation for EBITDA over the next
several quarters, S&P does not expect a covenant violation in the
near term.

In addition to revising covenant levels, the amendment reduced the
commitment on the revolving credit facility to $375 million from
$475 million, and increased pricing on the revolver and on the
term loan to 300 basis points, with a LIBOR floor of 200 basis
points applied to both tranches.

Given S&P's current expectation for revenue to decline in the
second half of fiscal 2010, its rating on Isle incorporates an
EBITDA decline in the low- to mid-teens percentage area for the
fiscal year, and a low- to mid-single-digit percentage decline in
EBITDA for fiscal 2011.

S&P expects adjusted debt leverage and EBITDA interest coverage to
be in the low-7x area and low-2x area, respectively, at the end of
fiscal 2010, with only modest improvement in fiscal 2011.  Both of
these measures are in line with the current rating.  At Oct. 31,
2009, adjusted debt leverage and EBITDA coverage of interest were
7.3x and 2.1x, respectively.


JOHN MANEELY: Bank Debt Trades at 5% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which John Maneely
Company is a borrower traded in the secondary market at 94.82
cents-on-the-dollar during the week ended Friday, Feb. 19, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.46
percentage points from the previous week, The Journal relates.
The Company pays 325 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Dec. 9, 2013, and carries
Moody's B3 rating and Standard & Poor's B rating.  The debt is one
of the biggest gainers and losers among 187 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Headquartered in Beachwood, Ohio, John Maneely Company
manufactures steel pipe, hollow structural steel, electrical
conduit products and tubular products at ten manufacturing
facilities in the U.S. and Canada.  The Company is number one or
two in its key product areas: HSS, standard pipe and electrical
conduit.  JMC also enjoys leading market positions in the
galvanized mechanical tube and fittings markets.  Its products are
sold principally to plumbing and electrical distributors.  JMC's
parent, DBO Holdings, Inc., is approximately 55% owned by the
Carlyle Partners IV, LP.


JOY GLOBAL: Judge Stark Narrows Evidence in Wisc. Dispute
---------------------------------------------------------
WestLaw reports that precluding any witness of the Wisconsin
Department of Workforce Development (DWD) from testifying on any
topic as to which DWD asserted a privilege during the deposition
of its designee was not warranted at trial on DWD's claims for
tortious interference against a Chapter 11 debtor.  Although DWD's
over-assertion of privilege at its designee's disposition
contributed to the problem confronted by the debtor, the debtor's
failure to depose several fact witnesses identified by DWD also
contributed.  The debtor, moreover, failed to show how DWD
improperly asserted privilege with respect to any specific
questions, or that the relief sought, the exclusion of all trial
testimony from any witness on any question DWD's designee did not
answer, was an appropriate or proportionate remedy.  In re Joy
Global, Inc., --- F.Supp.2d ----, 2010 WL 330254 (D. Del.) (Stark,
J.).

As reported in the Troubled Company Reporter on Aug. 10, 2006,
the Wisconsin Department of Workforce Development filed proofs of
claims against Harnischfeger Industries, Inc. (nka Joy Global,
Inc.) and Beloit Corporation on behalf of 378 former Beloit
employees, seeking to recover severance pay allegedly owed to
those employees under Wisconsin law.

The U.S. District Court for the District of Delaware withdrew the
reference of the State's claims to the Bankruptcy Court and in
2001, the Honorable Roderick R. McKelvie ruled against the State
on its claims.  Harnischfeger Indus., Inc. v. Wis. Dep't of
Workforce Dev., 270 B.R. 188 (D. Del. 2001).  The State appealed
to the U.S. Court of Appeals for the Third Circuit.  On appeal,
Third Circuit concluded that the threshold issue of ERISA
preemption should have been resolved prior to the Wisconsin state
law issue.  The Third Circuit explained that the preemption issue
turns on whether Beloit's severance policy, which provided the
basis for the DWD's claims, was an "employee benefit plan" under
ERISA.  The court went on to note that whether there was such a
plan is a question of fact, "to be answered in light of all
surrounding facts and circumstances. . . . "  Accordingly, the
Third Circuit vacated the judgment in part and remanded for a
decision on whether the severance policy was an ERISA plan.

In late-2005, the Honorable Kent A. Jordan conducted a two-day
bench trial in the U.S. District Court on the issue of ERISA
preemption.  In a decision published at 2006 WL 2079141, Judge
Jordan finds that the weight of the evidence shows that the
severance policy was never treated like an ERISA plan and
concludes that Beloit's severance policy was not an "employee
benefit plan" under ERISA and, therefore, the DWD's claim is not
preempted by ERISA.

The dispute between Joy Global and the State of Wisconsin has
continued, and the Honorable Leonard P. Stark is preparing to
hold a trial in Joy Global, Inc., v. Wisc. Dept. of Wokforce
Development, Case No. 01-00039 (D. Del.).

Bruce Grohsgal, Esq., and Scotta E. McFarland, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, and David F. Loeffler,
Esq., at Krukowski & Costello, S.C., represented Joy Global in
this matter.  The Wisconsin Department of Workforce Development
was represented by Richard B. Moriarty, Esq., and John R. Sweeney,
Esq., from the Wisconsin Department of Justice.


LA COSTE NATIONAL: Closed; Community National Assumes All Deposits
------------------------------------------------------------------
The La Coste National Bank, La Coste, Texas, was closed Feb. 19 by
the Office of the Comptroller of the Currency, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Community National Bank, Hondo, Texas, to assume
all of the deposits of The La Coste National Bank.

The sole branch of The La Coste National Bank will reopen on
Monday as a branch of Community National Bank.  Depositors of The
La Coste National Bank will automatically become depositors of
Community National Bank.  Deposits will continue to be insured by
the FDIC, so there is no need for customers to change their
banking relationship to retain their deposit insurance coverage.
Customers should continue to use their existing branch until they
receive notice from Community National Bank that it has completed
systems changes to allow other Community National Bank branches to
process their accounts as well.

This evening and over the weekend, depositors of The La Coste
National Bank can access their money by writing checks or using
ATM or debit cards.  Checks drawn on the bank will continue to be
processed. Loan customers should continue to make their payments
as usual.

As of December 31, 2009, The La Coste National Bank had
approximately $53.9 million in total assets and $49.3 million in
total deposits.  Community National Bank will pay the FDIC a
premium of 0.51 percent to assume all of the deposits of The La
Coste National Bank.  In addition to assuming all of the deposits
of the failed bank, Community National Bank agreed to purchase
essentially all of the assets.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-830-3256.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/lacoste.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $3.7 million.  Community National Bank's acquisition
of all the deposits was the "least costly" resolution for the
FDIC's DIF compared to all alternatives.  The La Coste National
Bank is the 18th FDIC-insured institution to fail in the nation
this year, and the first in Texas.  The last FDIC-insured
institution closed in the state was Madisonville State Bank,
Madisonville, on October 30, 2009.


LA JOLLA BANK: Closed; OneWest Bank Assumes All Deposits
--------------------------------------------------------
La Jolla Bank, FSB, La Jolla, California, was February 19 by the
Office of Thrift Supervision, which appointed the Federal Deposit
Insurance Corporation as receiver.  To protect the depositors, the
FDIC entered into a purchase and assumption agreement with OneWest
Bank, FSB, Pasadena, California, to assume all of the deposits of
La Jolla Bank, FSB.

The ten branches of La Jolla Bank, FSB will reopen on Monday as
branches of OneWest Bank, FSB.  Depositors of La Jolla Bank, FSB
will automatically become depositors of OneWest Bank, FSB.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship to retain
their deposit insurance coverage.  Customers should continue to
use their existing branch until they receive notice from OneWest
Bank, FSB that it has completed systems changes to allow other
OneWest Bank, FSB branches to process their accounts as well.

This evening and over the weekend, depositors of La Jolla Bank,
FSB can access their money by writing checks or using ATM or debit
cards.  Checks drawn on the bank will continue to be processed.
Loan customers should continue to make their payments as usual.

As of December 31, 2009, La Jolla Bank, FSB had approximately
$3.6 billion in total assets and $2.8 billion in total deposits.
OneWest Bank, FSB did not pay the FDIC a premium for the deposits
of La Jolla Bank, FSB.  In addition to assuming all of the
deposits of the failed bank, OneWest Bank, FSB agreed to purchase
essentially all of the assets.

The FDIC and OneWest Bank, FSB entered into a loss-share
transaction on $3.31 billion of La Jolla Bank, FSB's assets.
OneWest Bank, FSB will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers. For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-894-2927.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/lajolla.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $882.3 million.  OneWest Bank, FSB's acquisition of
all the deposits was the "least costly" resolution for the FDIC's
DIF compared to all alternatives. La Jolla Bank, FSB is the 20th
FDIC-insured institution to fail in the nation this year, and the
second in California.  The last FDIC-insured institution closed in
the state was First Regional Bank, Los Angeles, on January 29,
2010.


LEHMAN BROTHERS: Chapter 11 Case Payroll Reaches $642 Million
-------------------------------------------------------------
Lehman Brothers Holdings Inc., paid bankruptcy lawyers and other
advisers $641.96 million in 16 months since it filed for
bankruptcy in September 2008.

According to its monthly operating report filed with the U.S.
Bankruptcy Court for the Southern District of New York and the
Securities and Exchange Commission, Alvarez & Marsal LLC, which
provided Lehman with its current chief executive officer, Bryan
Marsal, collected with $233 million in fees for "interim
Management" through January.

Second highest is Weil Gotshal & Manges LLP of New York, which was
paid $149.5 million for its role as Lehman's lead bankruptcy law
firm.  Milbank Tweed Hadley & McCloy LLP received $42.4 million as
counsel to the Official Committee of Unsecured Creditors.

A copy of the Monthly Operating Report is available for free at:

            http://researcharchives.com/t/s?53b7

                                                  ($ in millions)
                                                  9/15/08-01/10/10
                                                  ---------------
A. Debtors - Section 363 Professionals
   Alvarez & Marsal LLC     Interim Management            232,981
   Kelly Matthew Wright     Art Consultant & Auctioneer        47
   Natixis Capital Markets  Derivatives Consultant          8,121

B. Debtors - Section 327 Professionals
   Bingham McCutchen LLP    Special Counsel - Tax           9,117
   Bortstein Legal LLC      Special Counsel - IT            2,657
   Curtis, Mallet-Prevost,
    Colt & Mosle LLP        Special Counsel - Conflicts    13,796
   Discover Ready LLC       eDiscovery Services             4,812
   Ernst & Young LLP        Audit and Tax Services          1,367
   Hudson Global Resources  Contract Attorneys              1,928
   Huron Consulting         Tax Services                    2,007
   Jones Day                Special Counsel                16,301
   Lazard Freres & Co.      Investment Banking Advisor     17,529
   McKenna Long & Aldridge  Special Counsel - Real Estate   3,429
   Pachulski Stang Ziehl    Special Counsel - Real Estate     661
   Reilly Pozner LLP        Special Counsel - Mortgage      1,889
   Simpson Thacher
    & Bartlett LLP          Special Counsel - SEC           2,143
   Weil Gotshal & Manges    Lead Counsel                  149,502
   Windels Marx Lane &
    Mittendorf, LLP         Special Counsel - Real Estate   1,000

C. Debtors - Claims and Noticing Agent
   Epiq Bankruptcy
     Solutions LLC          Claims Management               6,514

D. Creditors - Section 327 Professionals
   FTI Consulting Inc.      Financial Advisor              22,398
   Houlihan Lokey Howard
     & Zukin Capital Inc.   Investment Banking Advisor      6,027
   Milbank Tweed Hadley &
      McCloy LLP            Lead Counsel                   42,371
   Quinn Emanuel Urquhart
      Oliver & Hedges LLP   Special Counsel - Conflicts     5,393
   Richard Sheldon, Q.C.    Special Counsel - UK               74

E. Examiner - Section 327 Professionals
   Duff & Phelps LLC        Financial Advisor              29,853
   Jenner & Block LLP       Examiner                       38,389

F. Fee Examiner
   Feinberg Rozen LLP       Fee Examiner                      568
   Brown Greer Plc          Fee and Expense Analyst            87
                                                         --------
    Total Non-Ordinary Course Professionals               620,961

Debtors - Ordinary Course Professionals                   20,504
US Trustee Quarterly Fees                                    483
                                                         --------
    Total Professional Fees and UST Fees                 $641,948

                        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: Wins Nod of Deal With Sumitomo on Loan Transfer
----------------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtor Lehman
Commercial Paper Inc., sought and obtained the U.S. Bankruptcy
Court for the Southern District of New York's authority to enter
into a stipulation with Sumitomo Mitsui Banking Corporation.

LBHI and SMBC entered into a Loan and Security Agreement dated
May 27, 2008.  Pursuant to the Loan Agreement, LBHI and LCPI
pledged to SMBC certain financial assets together with any and
all replacements, substitutions, distributions on or proceeds
to secure LBHI's obligations to SMBC.  As of January 28, 2010,
the Collateral includes five corporate loans with outstanding
amounts of $167,999,975, a list of which is available for free
at: http://bankrupt.com/misc/Lehman_CorporateLoans.pdf

As of the Petition Date, the principal amount of $350,000,000,
plus accrued and unpaid interest for $573,307, was outstanding
under the Loan Agreement.  As of January 12, 2010, the principal
amount of $134,913,621 was outstanding under the Loan Agreement.

Pursuant to the stipulation, the parties agree:

  (1) The Debtors will be authorized to sell $10 million in
      principal amount of the TXU Energy and, after completion
      of the sale of the TXU Loan, the Debtors will pay the net
      proceeds to SMBC.  The amount of the Outstanding
      Obligations will be reduced by the amount paid to SMBC.

  (2) The Debtors will be authorized to (a) sell the principal
      amount of $40 million of corporate loan to Altegrity Inc.
      and the related transferred rights to SMBC with effect on
      and after date the agent makes each transfer effective and
      (b) SMBC will acquire the principal amount of $40 million
      of the Altegrity Loan.

  (3) To accomplish the assignment of the Altegrity Loan, the
      Debtors will immediately execute and deliver the Transfer
      Certificate specified by the credit agreement.  The
      outstanding amount of LBHI's Obligations under the Loan
      Agreement will be reduced by an amount equal to the
      product of $40 million multiplied 0.94.  No transfer fee
      will be charged by LCPI to SMBC in connection with that
      transfer.

  (4) The Debtors will be authorized to sell other Pledged
      Assets at prevailing market prices, and pay the net
      proceeds of these sales to SMBC, which will apply these
      payments to reduce the outstanding amount of the
      Obligations.  The Debtors may transfer other Pledged
      Assets to SMBC in exchange for a reduction of the
      outstanding amount of the Obligations.

  (5) Upon payment in full of the Obligations, SMBC will execute
      and deliver UCC termination statements and any additional
      documents reasonably necessary to reflect termination
      of SMBC's security interest in any remaining Pledged
      Assets.

  (6) SMBC agrees that it will not seek further adequate
      protection or relief from the automatic stay with respect
      to the Collateral for a period of six months from February
      9, 2010.

  (7) The automatic stay imposed by Section 362 of the
      Bankruptcy Code is lifted to the extent necessary to
      authorize the payments required in the Parties'
      Stipulation.

                        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: Gives Consent on LNR Foreclosure on Property
-------------------------------------------------------------
Prior to the Petition Date, Lehman Brothers Holdings Inc. made a
loan in the principal amount of $45,610,000 to Stellar Haverhill,
LLC pursuant to an Amended and Restated Note Agreement dated July
10, 2006.  The Senior Loan is secured by a deed of trust,
security agreement, and fixture filing encumbering a real
property known as Haverhill Apartments, located at 9430
Russia Branch View Drive, Manassas Park, Virginia 20111.

LBHI made a senior mezzanine loan in the principal amount of
$6,010,611 to Haverhill Member, LLC pursuant to a Mezzanine Loan
Agreement December 16, 2004.  LBHI assigned the Senior Mezzanine
Loan to Haverhill Apts Mezz Holdings LLC.  LBHI made two junior
mezzanine loans in connection with the Property: (i) a junior
mezzanine loan in the principal amount of the $2,129,169 to
Haverhill Junior Mezz I, LLC; and (ii) a junior mezzanine loan in
the principal amount of $5,900,906 to Haverhill Junior Mezz II,
LLC.

Bank of America, N.A., as holder of the Senior Loan, Haverhill
Apts and LBHI are parties to an Intercreditor Agreement dated
July 10, 2006, governing the parties' rights to the collateral
securing the Junior Mezzanine Loans, Senior Mezzanine Loan and
Senior Loan, including the Property.  LNR Partners, Inc. as
special servicer of the Senior Loan asserts that Stellar
Haverhill defaulted and continues to default on the Senior Loan.
On behalf of BofA, LNR seeks to foreclose on the Senior
Collateral and appoint a receiver to take control of the Property
pending any foreclosure sale.

To resolve certain issues that may arise in connection with LNR's
exercise of its rights and remedies with respect to the alleged
Defaults, LBHI and LNR Partners agreed that:

  (a) the automatic stay in the Debtors' Chapter 11 cases
      is modified solely to permit LNR to act on behalf of
      BofA to exercise BofA's rights under the Senior Loan
      Documents, the Intercreditor Agreement and applicable law
      solely with respect to the Senior Collateral, including
      foreclosing on the Senior Collateral and seeking
      appointment of a receiver to take control of the Property
      pending any foreclosure sale, and solely as against third
      parties other than the Debtors, including Stellar
      Haverhill.

  (b) The automatic stay is further modified so that (i) all
      notices provided to LBHI by BofA or LNR, in connection
      with the exercise of BofA's rights under the Senior Loan
      Documents, the Intercreditor Agreement and applicable law
      with respect to the Senior Collateral, and (ii) all
      actions taken by LNR to seek appointment of a receiver to
      take control of the Property prior to the Court approval
      of the Parties' Stipulation are deemed to have been
      permitted and effective.

  (c) LNR will provide LBHI within 10 days advance notice of the
      date, time, and location of any potential foreclosure sale
      relating to the Property.

                        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: Appointed as Agent Under Construction Loan
-----------------------------------------------------------
Lehman Brothers Holdings Inc. presented to the Court for approval
a stipulation it entered with Central Pacific Bank, Deutsche
Hypothekenbank and Landesbank Baden-W>ttemberg collectively
known as the Non-LBHI Lenders; and Swedbank AB (publ), New York
Branch, MH Kapalua Venture, LLC and Kapalua Bay, LLC.

As previously reported, the Parties entered into a stipulation
resolving (i) Kapalua Bay's motion to compel the Debtors'
assumption or rejection of a Construction Loan Agreement between
Kapalua and LBHI; and (ii) the non-LBHI's Motion to Lift the Stay
to Remove LBHI as Agent under the Construction Loan Agreement.

To implement the transactions contemplated by the Previous
Stipulation, the Parties entered into an Amended and Restated
Construction Agreement, whereby Central Pacific replaced LBHI as
administrative agent.  On December 7, 2009, Central Pacific
notified other Parties of its resignation as administrative agent
under the Amended Agreement.

In this light, the Parties entered into the current stipulation:

  (a) authorizing LBHI to replace Central Pacific and
      reappointing LBHI as administrative agent under the
      Amended Construction Loan Agreement; and

  (b) agreeing that consummation of all transactions
      contemplated in successor agency agreements are
      approved without further court proceedings or approval.

                        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: AHM Gets Lift Stay to Go On with Sale in Own Case
------------------------------------------------------------------
James Giddens, trustee for Lehman Brothers Inc., and American
Home Mortgage Holdings, Inc. ask the United States Bankruptcy
Court for the Southern District of New York to approve their
stipulation.

American Home Mortgage Investment Corp., Lehman Brothers
Holdings, Inc., and Lehman Commercial Paper Inc. were parties to
a Master Repurchase Agreement.  LBI may be a holder of
Broadhollow Funding, LLC's notes and Broadhollow's Residential
Mortgage-Backed Subordinated Notes.  LBI also asserted a claim in
AHM and its debtor affiliates' Chapter 11 cases in the United
States Bankruptcy Court for the District of Delaware.

The Parties believe that the sale, settlements and releases
contained the AHM Debtors' motion to sell their limited liability
company interests on Broadhollow Funding, LLC and Melville
Funding LLC in the Delaware Bankruptcy Court may affect the
property of the LBI estate.

Thus, the Parties agree that the automatic stay be modified
solely to permit the AHM Debtors to proceed with the filing and
prosecution of the Sale Motion in the Delaware Bankruptcy Court.

                        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: LBI Gets $11-Mil. on TPF Deal
----------------------------------------------
Lehman Brothers Inc. entered into an engagement letter with TPF
II, L.P. and Tenaska Capital Management LLC.  TPF and Tenaska
desire to terminate LBI's interests in the Agreement.  For his
part, James Giddens, trustee for LBI, believes that it would be
in the best interests of LBI and its estate that LBI terminate
the Agreement subject to the payment to the Trustee of an amount
in cash equal to $11,304,337, representing the agreed liquidated
balance under the Agreement.

Thus, the Trustee, LBI, TPF and Tenaska entered into a
stipulation, whereby:

  (1) the Trustee will send the counsel to TPF a notice
      indicating the date upon which the order on this
      stipulation becomes final and non-appealable.  TPF agrees
      to pay the Termination Fee to the Trustee immediately.

  (2) Upon receipt by the Trustee of the Termination Fee, the
      Agreement will be terminated without further action by any
      of the Parties, without further Bankruptcy Court approval
      and, without further obligation or liability and pursuant
      to that termination of the Agreement, will no longer be
      operative and will be deemed waived regardless of the
      Agreement.

  (3) Upon receipt by the Trustee of the Termination Fee, the
      parties agree to mutual releases with respect to claims
      that have been, could have been, may be, or could be
      alleged under the Agreement.

                        About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEXINGTON OIL: Promissory Notes Recharacterized as Equity
---------------------------------------------------------
WestLaw reports that recharacterizing the promissory notes given
to two purported lenders of a Chapter 7 debtor and its former
parent company as equity contributions was warranted where the
underlying transaction, when viewed as a whole, was an attempt to
provide the purported lenders with the benefits of equity
ownership without any of the attendant risks.  Each purported
lender obtained a one-quarter ownership interest in the former
parent company and all of its upside while preserving their
investment in the event of a business failure, and the effect of
the transaction, if countenanced, would be to elevate the
purported lenders' claims over those of all general unsecured
creditors.  Although the purported lenders testified that they
believed their investments to be in the form of a loan and that
they would not have placed their money in the debtor's parent
company had they known it might be treated as equity, their
conduct was to the contrary.  In re Lexington Oil and Gas Ltd., --
- B.R. ----, 2010 WL 431401 (Bankr. E.D. Okla.) (Michael, J.).

"What lies at the core of this case," the Honorable Terrence L.
Michael says, "is an attempt to marry stock and over-secured loans
to create the best of all possible worlds: a fully collateralized
(and thus risk-free) investment with an unlimited upside . . .
[but] the defendants cannot have their cake and eat it too."

Lexington Oil and Gas Ltd. and its affiliate Oak Hills Drilling
and Operating LLC filed Chapter 11 petitions (Bankr. E.D. Okla.
Case Nos. 08-80228 and 08-80229) on Mar. 4, 2008, represnted by
John L. Gamboa, Esq., at Acuff & Gamboa, LLP, in Fort Worth, Tex.;
and estimating assets of more than $1 million and debts of less
than $1 million.  At the behest of the U.S. Trustee, Lexington
Oil's case converted to chapter 7 liquidation proceedings on
April 22, 2008, Gerald R. Miller was appointed as the Chapter 7
Trustee, and Oak Hills case was substantively consolidated with
Lexington Oil's case on July 24, 2008.  The Chapter 7 Trustee is
represented by Patrick J. Malloy, III, Esq., at Malloy Law Firm,
P.C., in Tulsa, Okla., and Richard M. Paul, III, Esq., and Ashlea
Schwarz, Esq., at Stueve Siegel Hanson LLP in Kansas City, Mo.


LINK DEVELOPMENT: Gets Feb. 26 Extension for Filing of Schedules
----------------------------------------------------------------
The Hon. William C. Hillman of the U.S. Bankruptcy Court for the
District of Massachusetts has extended, at the behest of Link
Development, LLC, the filing of schedules of assets and
liabilities and statement of financial affairs until February 26,
2010.

The Debtor asked for an 11-day extension of the deadline to file
the schedules.  The Debtor said that its counsel, Scott R.
Stevenson, Esq., is retiring from the practice of law as of
April 1, 2010, and is in the process of transitioning his handling
of the Debtor's case to the new counsel for the Debtor, Barry R.
Levine, Esq., of Beverly, Massachusetts.

The Debtor also said that its information at this time, as
provided to present counsel, is incomplete and relatively
complicated and that the additional time is needed to assemble and
review the pertinent and existing documents so that the Debtor can
file true and accurate required documents.  The Debtor stated that
it has made repeated efforts to locate and communicate with the
lawyer who formed the Debtor as a Massachusetts limited company to
no avail as such the lawyer has been disbarred and doesn't reply
to telephone calls to all phone numbers known or believed to be
known for him.

Boston, Massachusetts-based Link Development, LLC, filed for
Chapter 11 bankruptcy protection on January 28, 2010 (Bankr. D.
Mass. Case No. 10-10786).  Scott R. Stevenson, Esq., at Stevenson
& Lynch, P.C., assists the Company in its restructuring effort.
The Company listed $10,000,001 to $50,000,000 in assets and
$1,000,001 to $10,000,000 in liabilities.


LINK DEVELOPMENT: U.S. Trustee Wants 2nd Bankr. Case Dismissed
--------------------------------------------------------------
Phoebe Morse, the U.S. Trustee for Region 1, has asked the
Honorable William C. Hillman of the U.S. Bankruptcy Court for the
District of Massachusetts to dismiss the Link Development LLC's
second Chapter 11 case, which was filed less than three months
after the November 18, 2009 dismissal of the Debtor's previous
Chapter 11 case.

As grounds for the previous dismissal, the Court found that the
Debtor's prior Chapter 11 case had no reorganization purpose.  The
Trustee says that it is unclear what changes, if any, have taken
place to justify the second Chapter 11 filing, and whether the
instant case, unlike the previous case, has any Chapter 11
reorganization purpose.  According to the Trustee, the Debtor's
instant bankruptcy filing was precipitated by the imminent
foreclosure by the Debtor's primary secured lender of the Debtor's
sole asset, real property located at 1040 Broadway, Saugus,
Massachusetts.  In its previous case, the Debtor valued the real
property at $10 million.  In the current bankruptcy case, the
Debtor appears to value the property at $7.5 million.

In October 2009, the Trustee filed a motion to convert the
Debtor's previous case, citing, among other things, that a vast
majority of the Debtor's creditors appeared to be insiders of the
Debtor.  In the Debtor's schedule "F," the Debtor stated that it
owed four creditors, who were located at the Debtor's 2 Prince
Street, Boston, MA 02113 address, $846,900 -- or 90% -- of its
total general unsecured claims.  A 50% owner of the Debtor's
membership interests, Essam Tamimi, was listed as an unsecured
creditor in schedule "F" having a claim for an "unknown" amount.

In the motion to convert, the United States Trustee also alleged
that the Debtor had no employees, the Debtor generated no income,
and the four creditors referred to above were either insiders or
affiliates of the Debtor or entities wholly owned and/or
controlled by insiders of the Debtor

In November 2009, the Court held a hearing on the motion of the
Trustee to convert the Debtor's case.  At the conclusion of the
hearing, this Court denied the Trustee's motion to convert the
case, and entered an order sua sponte dismissing the Debtor's
case.  The Court stated that the Debtor's case was not a
reorganization, and that what the Debtor was seeking from the
Court was, in essence, "seeking the Court to bless something that
is not of a Chapter 11 purpose."

In the current bankruptcy case, the Debtor listed its 20 largest
unsecured creditors, who are for the most part, similar if not the
same creditors listed in the Debtor's previous bankruptcy case,
although the amounts owed appear to have increased.

The Trustee is uncertain if any circumstances regarding the
Debtor, its creditors, and its financial situation have changed
since the previous dismissal less than three months ago.

Based upon the Debtor's current list of 20 largest creditors, it
appears that circumstances have worsened for the Debtor rather
than improved since the November 2009 dismissal, and the large
amount of insider claims remains.

The Court has set a hearing for March 3, 2010 at 9:30 a.m. on the
Trustee's motion for dismissal.

                       About Link Development

Boston, Massachusetts-based Link Development, LLC, filed for
Chapter 11 bankruptcy protection on January 28, 2010 (Bankr. D.
Mass. Case No. 10-10786).  Scott R. Stevenson, Esq., at Stevenson
& Lynch, P.C., assists the Company in its restructuring effort.
The Company listed $10,000,001 to $50,000,000 in assets and
$1,000,001 to $10,000,000 in liabilities.


MARANI BRANDS: Reports $5.16 Million Profit in Q2 2009
------------------------------------------------------
Marani Brands, Inc., reported net income of $5,163,675 on sales of
$38,564 for the three months ended December 31, 2009, compared
with a net loss of $3,374,867 on sales of $89,188 for the same
period of 2008.

General & administrative expenses were ($5,063,621) for the three
months ended December 31, 2009, compared to $3,031,156 during the
same period of 2008.

                        Six Months Results

The Company reported net income of $5,373,211 on sales of $145,301
for the six months ended December 31, 2009, compared to a net loss
of $4,148,273 in the corresponding period of 2008.

General & administrative expenses were ($5,307,343) for the six
months ended December 31, 2009, compared to $3,393,171 during the
same period of 2008.  "The significant decrease in total general
and administrative expenses is primarily the result of the
cancellation of 1,635,000 shares of our common stock issued in
payment of $620,810 for outsourced services, which payments were
reported as a general and administrative expense in the last two
quarters of our 2009 fiscal year ending June 30, 2009.  As such,
total general and administrative expenses are expected to increase
in the following quarters as we continue to build the Company's
infrastructure to expand our business."

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed $1,326,955 in total assets and $2,906,886 in total
liabilities, resulting in a $1,579,931 stockholders' deficit.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $1,316,700 in total current
assets available to pay $2,906,886 in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?53aa

                      Going Concern Doubt

As of December 31, 2009, the Company has an accumulated deficit of
$19,016,047.  The Company's current business plan requires
additional funding beyond its anticipated cash flows from
operations.  "These and other factors raise substantial doubt
about the Company's ability to continue as a going concern."

The ability of the Company to continue as a going concern is
dependent upon its ability to raise additional capital and achieve
profitable operations.

                      About Marani Brands

Based in North Hollywood, Calif., Marani Brands, Inc. (OTC BB:
MRIB) primarily engages in the distribution of wine and spirit
products manufactured in Armenia.  The Company's signature product
is Marani Vodka, a premium vodka which is manufactured exclusively
for the Company in Armenia.


MARCO COMMUNITY: Closed; Mutual of Omaha Assumes All Deposits
-------------------------------------------------------------
Marco Community Bank, Marco Island, Florida, was closed Feb. 19 by
the Florida Office of Financial Regulation, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Mutual of Omaha Bank, Omaha, Nebraska, to assume
all of the deposits of Marco Community Bank.

The sole branch of Marco Community Bank will reopen on Saturday as
a branch of Mutual of Omaha Bank.  Depositors of Marco Community
Bank will automatically become depositors of Mutual of Omaha Bank.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship to retain
their deposit insurance coverage.  Customers should continue to
use their existing branch until they receive notice from Mutual of
Omaha Bank that it has completed systems changes to allow other
Mutual of Omaha Bank branches to process their accounts as well.

As of December 31, 2009, Marco Community Bank had approximately
$119.6 million in total assets and $117.1 million in total
deposits.  Mutual of Omaha Bank will pay the FDIC a premium of
1.5 percent to assume all of the deposits of Marco Community Bank.
In addition to assuming all of the deposits of the failed bank,
Mutual of Omaha Bank agreed to purchase essentially all of the
assets.

The FDIC and Mutual of Omaha Bank entered into a loss-share
transaction on $104.8 million of Marco Community Bank's assets.
Mutual of Omaha Bank will share in the losses on the asset pools
covered under the loss-share agreement.  The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers.  For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-822-9247.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/marco.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $38.1 million.  Mutual of Omaha Bank's acquisition
of all the deposits was the "least costly" resolution for the
FDIC's DIF compared to all alternatives.  Marco Community Bank is
the 17th FDIC-insured institution to fail in the nation this year,
and the third in Florida.  The last FDIC-insured institution
closed in the state was Florida Community Bank, Immokalee, on
January 29, 2010.


MEGA BRANDS: Says Business to Continue in Ordinary Course
---------------------------------------------------------
MEGA Brands Inc. has initiated a recapitalization transaction
under the Canada Business Corporations Act, a Canadian corporate
statute.  In response to inaccurate press reports that the
Corporation has filed for bankruptcy protection in the United
States, MEGA Brands has clarified that it has initiated ancillary
recognition proceedings under Chapter 15 of the Bankruptcy Code in
the United States.

Mega says that in the Chapter 15 filing, it has not sought a stay
against any parties but rather is using this process as a means to
obtain recognition and enforcement in the United States of the
Canadian proceeding.  It reiterates that customers, suppliers and
employees are unaffected by the recapitalization transaction and
the Corporation will continue to satisfy its obligations in the
normal course.

                     About MEGA Brands

MEGA Brands Inc. is a trusted family of leading global brands in
construction toys, games & puzzles, arts & crafts and stationery.
They offer engaging creative experiences for children and families
through innovative, well-designed, affordable and high-quality
products.

Mega Brand has commenced a proposed recapitalization, which will
repay the secured lenders at 70 cents on the dollar (including the
cash and equity portions) and extinguish all of the current debt.


MESA AIR: Proposes Protocol for Reclamation Claims
--------------------------------------------------
Mesa Air Group, Inc. and certain of its subsidiaries and
affiliates, as Debtors and Debtors in Possession, seek to
establish and implement certain procedures for the treatment of
all unpaid claims for reclamation of goods pursuant to Section
546(c) of the Bankruptcy Code that may be asserted against them.

Before the Petition Date and in the ordinary course of their
businesses, the Debtors purchased on credit a variety of
materials, parts, supplies, and other goods used in their
operations.  As of the Petition Date, the Debtors were in
possession of certain Goods that had been delivered to them, but
for which they had not yet been invoiced or made payment to the
suppliers.

As a result of the commencement of the Debtors' Chapter 11 cases,
the Debtors may receive Reclamation Claims from various vendors
or other parties with respect to the Goods.

Avoiding costly and distracting litigation relating to
Reclamation Claims is critical at this stage of the Debtors'
Chapter 11 cases, Maria A. Bove, Esq., at Pachulski Stang Ziehl &
Jones LLP, in New York, says.  If the Debtors are unable to
establish and implement uniform procedures to resolve these
claims, they could be faced with the prospect of simultaneously
defending numerous reclamation proceedings at a time when their
efforts should be focused on preserving enterprise value, she
adds.

                Proposed Reclamation Procedures

To avoid piecemeal litigation that would interfere with their
efforts to preserve enterprise value, the Debtors seek an order
(i) establishing Reclamation Procedures for the reconciliation
and allowance of all Reclamation Claims, and (ii) prohibiting the
Sellers from interfering with the delivery of Goods.

The Debtors propose these procedures:

  (a) Any Seller asserting a Reclamation Claim must satisfy all
      procedural and timing requirements entitling it to have a
      right to reclamation under section 546(c), including the
      submission of a written demand asserting its Reclamation
      Claim in accordance with the deadlines set forth in
      Section 546(c).

  (b) Any Seller that has timely submitted a Reclamation Demand
      will deliver supporting information to the Debtors within
      20 days of entry of an order granting this Motion, to the
      extent not already included in its Reclamation Demand.

      The supporting information includes (1) a description of
      the Goods subject to the Reclamation Demand, (2) name of
      the Debtor to whom the Goods were delivered, (3) copies of
      any purchase orders and invoices related to the Goods, and
      (4) any evidence regarding the date the Goods were shipped
      and received by the Debtors.

  (c) No later than 90 days after entry of the order granting
      the relief requested in the Motion -- the Reclamation
      Notice Deadline -- the Debtors will file with the Court a
      notice listing (1) the Reclamation Claims, (2) the amount,
      if any, of the Reclamation Claim that the Debtors
      determine to be valid, and (3) a brief summary of the
      basis for any objection of the Debtors to any Reclamation
      Claim.

      The Reclamation Notice will be served on the Office of the
      United States Trustee for the Southern District of New
      York, attorneys for the Official Committee of Unsecured
      Creditors, and each Seller listed in the notice.

  (d) If the Debtors fail to file the Reclamation Notice by
      the Reclamation Notice Deadline, any holder of a
      Reclamation Claim that submitted a Reclamation Demand may
      bring a motion on its own behalf to seek relief with
      respect to its Reclamation Claim.

  (e) Any party that wishes to object to the Reclamation Notice
      must file and serve an objection on the Notice Parties and
      attorneys for the Debtors, so as to be received no later
      than 4:00 p.m., Eastern Time, on the 20th day after the
      date on which the Reclamation Notice is filed.

      The Reclamation Notice Objection must include a copy of
      the Reclamation Demand, and a statement describing the
      party's objections to the notice and any legal basis for
      the objections.

  (f) Any Reclamation Claim listed in the Reclamation Notice for
      which no Reclamation Notice Objection was filed and served
      by the Objection Deadline will be deemed allowed by the
      Court in the amount identified by the Debtors in the
      Reclamation Notice, provided that all issues relating to
      the treatment of the allowed Reclamation Claim will be
      reserved.

  (g) The Debtors would be authorized, but not required, to
      negotiate, in their sole discretion, with any Seller and
      to seek an agreement resolving the Seller's Reclamation
      Claim or Reclamation Notice Objection.  If the Debtors and
      a Seller agree on the validity, amount, or treatment of
      the Seller's Reclamation Claim, the Debtors will prepare
      and file with the Court a notice of settlement, and serve
      the Settlement Notice on the Notice Parties.

      Each Notice Party will have 10 days from the date of
      service of the Settlement Notice to file with the Court
      and serve on the other Notice Parties and attorneys for
      the Debtors an objection thereto.

  (h) If no Settlement Objection with respect to a Reclamation
      Claim that is the subject of a Settlement Notice is timely
      filed and served, the Reclamation Claim will be treated in
      accordance with the Settlement Notice without further
      order of the Court.

  (i) If a Settlement Objection with respect to a Reclamation
      Claim that is the subject of a Settlement Notice is timely
      filed and served, the parties may negotiate a consensual
      resolution of such objection to be incorporated in a
      stipulation filed with the Court.

      Upon filing of a Settlement Stipulation, the applicable
      Reclamation Claim will be allowed and treated in
      accordance with the terms of the Stipulation without
      further order of the Court.

  (j) If no consensual resolution of a Settlement Objection
      with respect to a Reclamation Claim that is the subject of
      a Settlement Notice is reached within 30 days after the
      date the Settlement Objection was filed and served, the
      Debtors may file a motion with the Court requesting a
      hearing to fix the allowed amount of the Reclamation
      Claim, unless the Debtors and the party filing the
      Settlement Objection agree to extend the 30-day period.

  (k) If any Reclamation Claims are still subject to a pending
      Reclamation Notice Objection 75 days after the Objection
      Deadline, or a later date as may be agreed to by the
      Seller, the Debtors, and the Committee -- the Reclamation
      Settlement Deadline -- and no Settlement Notice has been
      filed therewith, the Debtors may file a motion with the
      Court to fix the allowed amounts of the Reclamation Claims
      -- a Reclamation Adjudication Motion -- and schedule a
      hearing to consider that motion.

  (l) If the Debtors fail to file a Reclamation Adjudication
      Motion by the Reclamation Settlement Deadline, any Seller
      with a Reclamation Claim that is subject to a pending
      Reclamation Notice Objection and for which no Settlement
      Notice has been filed may bring a motion on its own behalf
      to seek adjudication of its Reclamation Claim.

The Debtors also seek to prohibit the Sellers from seeking any
other means for the resolution or treatment of their Reclamation
Claims, including (i) commencing adversary proceedings or
contested matters against the Debtors, (ii) seeking to obtain
possession of any Goods except as permitted by the Reclamation
Procedures, or (iii) interfering with the delivery of any Goods
to the Debtors.

The Reclamation Procedures will effectively and efficiently
streamline the process of resolving the Reclamation Claims for
the Debtors and the Sellers alike, without impacting the parties'
substantive rights to pursue or contest the Reclamation Claims,
Ms. Bove says.

                     About Mesa Air Group

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

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

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

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


MESA AIR: To Sell Assets Under $750,000 in Ordinary Course
----------------------------------------------------------
Mesa Air Group Inc. and its units ask the Court (i) to approve
certain procedures for the sale of de minimis assets free and
clear of all liens, claims and interests, with those liens, claims
and interests to attach to the net sale proceeds, in any
individual transaction or series of related transactions to a
single buyer or group of related buyers with a selling price of
$750,000 or less, and (ii) for approval to pay any necessary fees
and expenses incurred in the sale or transfer of de minimis
assets.

The Debtors' De Minimis Assets refer to surplus, non-core or
burdensome assets, including four single-engine Beechcraft
Bonanza aircraft; a twin-engine Beechcraft Baron aircraft; spare
Beechcraft Bonanza and Beechcraft Baron aircraft parts; tractors;
pressure washers; cooling systems; four flight training devices;
tugs; shop equipment; and miscellaneous other equipment or
personal property with a selling price equal to or less than
$750,000, according to Maria A. Bove, Esq., at Pachulski Stang
Ziehl & Jones LLP, in New York.

The Debtors currently possess, and may identify in the future,
certain De Minimis Assets that they want to sell or transfer
because these are no longer necessary for operating their
businesses.  To defray any operational, carrying or storage
expenses associated with these assets, the Debtors have
determined in their business judgment that it is in the best
interests of the estates to sell or transfer the De Minimis
Assets, Ms. Bove tells the Court.

                     About Mesa Air Group

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

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

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

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


MESA AIR: Proposes Protocol for Settling De Minimis Claims
----------------------------------------------------------
To minimize expenses and maximize value for the creditors, Mesa
Air Group Inc. and its units seek authority to resolve certain
claims and causes of action threatened or brought by or against
the Debtors in judicial, administrative, arbitral or other
actions or proceedings -- De Minimis Claims -- by settlement
pursuant to Sections 363(b) and 502 of the Bankruptcy Code and
Rule 9019 of the Federal Rules of Bankruptcy Procedure, and
pursuant to certain omnibus procedures.

The Debtors ask the Court for authority to settle De Minimis
Claims with a "settled value" up to a maximum value of
$2,000,000.

For the purposes of determining the applicable value of a De
Minimis Claim, the Debtors propose that the "Settled Value"
equals the value of the performance agreed to by the Debtors and
the settling party to resolve the De Minimis Claim.

The Debtors currently have approximately 90 litigations or
administrative claims pending, which number represents only a
fraction of the claims that they will likely seek to resolve
through settlement during their Chapter 11 cases.  The number
does not include arbitrations or other proceedings, nor does it
include claims threatened but not yet brought, and claims that
may arise throughout the pendency of these bankruptcy cases.  The
number includes a number of litigation claims covered by the
Debtors' various insurance policies, Maria A. Bove, Esq., at
Pachulski Stang Ziehl & Jones LLP, in New York, relates.

If the Debtors were required to obtain the Court's prior approval
to settle each De Minimis Claim, and considering the ever-growing
size of the list of parties requesting notice and service of
papers in these chapter 11 cases, the Debtors would incur
significant costs associated with preparing, filing and serving
separate motions for each proposed settlement, Ms. Bove says.

The Debtors would also likely suffer the delays normally
incumbent with obtaining Court approval while complying with the
required notice periods and available hearing schedules and, in
some cases, would lose significant negotiating leverage in
resolving the claims, she adds.

                 Proposed Settlement Procedures

The Debtors propose these procedures to apply to claims and
causes of action pending or threatened in judicial,
administrative, arbitral or other actions or proceedings by non-
insider third parties against the Debtors, or by any of the
Debtors against the Settling Parties, as well as any cross-claims
and counterclaims asserted against any of the Debtors by the
Settling Parties.

  (a) No settlement will be agreed to unless it is determined to
      be reasonable in the sound business judgment of the
      affected Debtor and in the Debtor's sole discretion upon
      consideration of (1) the probability of success if the
      claim is litigated or arbitrated, (2) the complexity,
      expense and likely duration of any litigation or
      arbitration with respect to the claims, (3) other factors
      relevant to assessing the prudence of the settlement, and
      (4) the fairness of the settlement to the Debtor's estate,
      creditors and shareholders.

  (b) No settlement will be effective unless it is executed by
      an authorized representative of both the affected Debtor
      and the Settling Party.

  (c) With respect to any Settled Value that is equal to or less
      than $250,000, the affected Debtor, in its sole
      discretion, may agree to settle the claim or cause of
      action on any reasonable terms and may enter into, execute
      and consummate a written agreement of settlement that will
      be binding on it and its estate without notice to any
      third party or further action by the Court.

  (d) With respect to any Settled Value that is greater than
      $250,000, but does not exceed $2,000,000, the affected
      Debtor, in its sole discretion, may agree to settle the
      claim or cause of action only if (1) it provides written
      notice to the Office of the United States Trustee for the
      Southern District of New York and counsel for the Official
      Committee of Unsecured Creditors, and (2) the terms are
      not objected to in writing by any of the notice parties
      within 10 days after the date of service of the Notice.

      The Objection will be filed with the Court and served on
      the Debtors' counsel, Pachulski Stang Ziehl & Jones LLP,
      so it is actually received on or before the 10th day after
      the date of service of the Notice.  In the absence of any
      objection, the Debtor may enter into, execute and
      consummate a written agreement of settlement that will be
      binding on it and its estate without further Court order.

      The Notice will contain a summary of the facts of the
      underlying claim and the damages asserted by the counter-
      party; the terms of the settlement; and applicable
      insurance coverage, if known.

  (e) If any Notice Party timely objects to the terms of any
      settlement, and the Debtor, in its sole discretion, still
      desires to enter into the proposed settlement with the
      Settling Party, the execution of the settlement will not
      proceed, except upon (1) resolution of the objection by
      the Debtors and the objecting party, or (2) further Court
      order after a hearing.

  (f) Any settlement that is not authorized pursuant to these
      procedures or pursuant to any other Court order will be
      authorized only upon separate Court order upon a motion of
      the Debtors.

In no event will any settlement provide for any monetary payment
to be made by the Debtors from property of their estates to, or
on behalf of the Settling Parties, except with respect to claims
deemed to be administrative expense claims in accordance with the
terms of the settlement or under Sections 503 and 507 of the
Bankruptcy Code, and with respect to those claims only in the
Debtors' sole discretion, Ms. Bove says.

However, a settlement may provide for equitable relief with
respect to any claim, subject to the limits on Settled Value
contained in the Settlement Procedures; provided, further, that
with respect to cross-claims and counter-claims, the settlement
may provide for offsets in favor of the Settling Parties against,
and up to but not exceeding, the amount of any monetary payments
to be otherwise made by the Settling Parties to, or on behalf of,
the Debtors, she adds.

The Settlement Procedures will not apply to the settlement of any
litigation involving any of the Debtors and U.S. Airways, Inc.,
Delta Air Lines, Inc., and United Airlines, Inc., Ms. Bove
clarifies.

                     About Mesa Air Group

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

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

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

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


METRO-GOLDWYN-MAYER: Bank Debt Trades at 40% Off
------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer, Inc., is a borrower traded in the secondary market at 59.59
cents-on-the-dollar during the week ended Friday, Feb. 19, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.95
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The loan matures April 8, 2012, and is not rated by
Moody's and Standard & Poor's.  The debt is one of the biggest
gainers and losers among 187 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and distribution company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  MGM is owned
by an investor consortium, comprised of Providence Equity
Partners, TPG Capital, Sony Corporation of America, Comcast
Corporation, DLJ Merchant Banking Partners and Quadrangle Group.

As reported by the Troubled Company Reporter on Sept. 30, 2009,
The New York Post, citing multiple sources, said discussions
between debtholders and equity owners on a restructuring of Metro-
Goldwyn-Mayer's massive debt load have begun on a contentious
note, with both sides threatening to force MGM into bankruptcy in
order to gain leverage and extract better terms from the other.

Bloomberg also said that MGM is in talks to skip interest payments
and restructure $3.7 billion in bank loans.  MGM asked creditors
to waive $12 million monthly interest payments until Feb. 15,
2010.


MICHAELS STORES: Extends Maturity of $900 Million in Loans
----------------------------------------------------------
Michaels Stores, Inc., as lead borrower, and certain of its
subsidiaries, on February 18, 2010, entered into an Amended and
Restated Credit Agreement to amend various terms of the Company's
Credit Agreement, dated as of October 31, 2006, with:

     * Bank of America, N.A. as administrative agent, and
       collateral agent,
     * Wells Fargo Retail Finance, LLC, as syndication agent,
     * Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A.
       and Credit Suisse, as co-documentation agents,
     * General Electric Capital Corporation, UBS Securities LLC
       and RBS Business Capital, as senior managing agents,
     * Banc of America Securities LLC, Wells Fargo Retail Finance,
       LLC and Deutsche Bank Securities Inc., as joint lead
       arrangers,
     * Banc of America Securities LLC, Wells Fargo Retail Finance,
       LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities
       Inc. and Credit Suisse, as joint book runners, and
     * the lenders party thereto.

The Amendment provides that, with respect to lenders under the
Existing Credit Agreement representing an aggregate amount of
$850,000,000 of the tranche A commitments and $50,000,000 of
first-in-last-out commitments, the termination date of the asset-
based revolving credit facility under the Existing Credit
Agreement would be extended from October 31, 2011, to the earlier
of:

     (i) April 15, 2014,

    (ii) 45 days prior to the maturity date of any class of term
         loans in the Company's term loan credit facility; and

   (iii) the date on which the maturity of the obligations is
         accelerated and the commitments with respect to the
         Extending Lenders are terminated due to an event of
         default.

The Company said $202 million of commitments of certain of the
other Lenders under the Existing Credit Agreement under the
Existing Facility will terminate on the earlier of the Existing
Maturity Date and the date on which the maturity of the
obligations is accelerated and the commitments under the Existing
Facility are terminated due to an event of default.

The aggregate amount of FILO -- formerly known as tranche A-1 --
commitments has been reduced from $100,000,000 to $50,000,000.
Simultaneously with entering into the Amended Credit Agreement,
the Company exercised its ability to increase the tranche A
commitments in the aggregate amount of $152,000,000.

With respect to the Extending Lenders, the interest rates under
the Amended Credit Agreement are based on:

     (i) for LIBO loans for any interest period, at a rate per
         annum equal to the LIBO rate as determined by the
         Administrative Agent, for such interest period multiplied
         by the Statutory Reserve Rate (as defined in the Amended
         Credit Agreement), plus an applicable margin of
         (x) 3.00%, 3.25%, 3.50% or 3.75% for tranche A loans and
         (y) 5.00%, 5.25%, 5.50% or 5.75% for FILO loans, in each
         case based on Availability for the most recently ended
         Fiscal Quarter (as defined in the Amended Credit
         Agreement); and

    (ii) for prime rate loans, a rate per annum equal to the
         highest of (a) the variable annual rate of interest then
         announced by Bank of America, N.A. at its head office as
         its "prime rate" and (b) the federal funds rate in effect
         on such date plus 0.50% per annum, or (c) the Adjusted
         LIBO Rate  (calculated utilizing the LIBO Rate for a one
         -month interest period) plus 1.00% per annum, plus an
         applicable margin of (x) 2.00%, 2.25%, 2.50% or 2.75% for
         tranche A loans and (y) 4.00%, 4.25%, 4.50% or 4.75% for
         FILO loans, in each case based on Availability for the
         most recently ended Fiscal Quarter.

With respect to the Non-Extending Lenders, the interest rates will
be the same as set forth under the Existing Credit Agreement.

Under the Amended Credit Agreement, in addition to certain
customary administrative and other fees, the Loan Parties must pay
the Administrative Agent, for the account of the Extending
Lenders, an aggregate fee equal to 0.625% per annum of the average
daily balance of the Extending Lenders' unused loan commitments
during the Fiscal Quarter just ended (or other relevant period).
The fees paid to the Non-Extending Lenders for their unused
commitments shall be the same as set forth in the Existing Credit
Agreement.

Under the Amended Credit Agreement, the Loan Parties must satisfy
a pro forma credit availability condition:

     (i) for each of the 30 consecutive days preceding the
         Existing Termination Date (or any earlier date on which
         commitments of the Non-Extending Lenders are voluntarily
         reduced or terminated) and on a pro forma basis after
         giving effect to the termination or reduction of the
         commitments of the Non-Extending Lenders and the
         repayment of the obligations owed to the Non-Extending
         Lenders on the Existing Termination Date, Availability of
         not less than $125,000,000, and

    (ii) on a projected pro forma basis (on a month-end basis) for
         each of the six months immediately following, and after
         giving effect to, the termination or reduction of the
         commitments of the Non-Extending Lenders and repayment of
         the obligations owed to the Non-Extending Lenders on the
         Existing Termination Date, based on projections prepared
         by the Loan Parties at the time of the Existing
         Termination Date, Availability of not less than
         $125,000,000.

Except for the periods described, the Loan Parties must not permit
Availability at any time to be less than the greater of (i)
$75,000,000 and (ii) 10% of the lesser of (a) the then borrowing
base under the Amended Credit Agreement or (b) a revolving credit
ceiling of $1,102,000,000 -- as reduced or increased in accordance
with the terms of the Amended Credit Agreement.   "Availability"
under the Amended Credit Agreement means the lesser of (a) the
Revolving Credit Ceiling minus the outstanding credit extensions
and (b) the then borrowing base minus the outstanding credit
extensions.

A full-text copy of the Amended Credit Agreement is available at
no charge at http://ResearchArchives.com/t/s?53b4

Certain lenders under the Amended Credit Agreement have engaged
in, or may in the future engage in, transactions with, and perform
services for, the Company and its affiliates in the ordinary
course of business.

                       About Michaels Stores

Irving, Texas-based Michaels Stores, Inc., is North America's
largest specialty retailer of arts, crafts, framing, floral, wall
d,cor and seasonal merchandise for the hobbyist and do-it-yourself
home decorator.  As of November 30, 2009, the Company owns and
operates 1,027 Michaels stores in 49 states and Canada, and 152
Aaron Brothers stores.

As of October 31, 2009, the Company had $1.760 billion in total
assets against $4.619 billion in total liabilities, resulting in
$2.859 billion in stockholders' deficit.

As of October 31, 2009, the Company's cash balance was
$49 million.  Third quarter debt levels declined $272 million to
$3.911 billion compared to $4.183 billion as of the end of the
third quarter of fiscal 2008.  Availability under the revolving
credit facility was $799 million.  During the quarter, the Company
also made a $5.9 million amortization payment on its Senior
Secured Term Loan.


MSGI SECURITY: Could Not File Form 10-Q for December 2009 on Time
-----------------------------------------------------------------
MSGI Security Solutions Inc. reported that it could not file its
Form 10-Q for the period Dec. 31, 2009, with the Securities and
Exchange Commission with the prescribed time period.

MSGI Security Solutions, Inc., said net loss for the fiscal first
quarter ended Sept. 30, 2009, widened to $3,248,936 from $396,994
for the same period a year ago.  The Company reported $0
revenue.

At September 30, 2009, the Company had total assets of $1,773,652
against total liabilities of $16,635,939.  At June 30, 2009, the
Company had total assets of $2,046,211 against total liabilities
of $15,099,057.   The Company had stockholders' deficit of
$14,862,287 at September 30, from $13,052,846 at June 30.

                        About MSGI Security

MSGI Security Solutions, Inc. (Other OTC: MSGI) --
http://www.msgisecurity.com/-- is a provider of proprietary
solutions to commercial and governmental organizations.  The
Company is developing a global combination of innovative emerging
businesses that leverage information and technology.  The Company
is headquartered in New York City where it serves the needs of
counter-terrorism, public safety, and law enforcement and is
developing new technologies in nanotechnology and alternative
energy as a result of its recently formed relationship with The
National Aeronautics and Space Administration (NASA).


MXENERGY HOLDING: Swings to $18.22MM Income in Dec. 31 Quarter
--------------------------------------------------------------
MXenergy Holdings Inc. posted net income of $18.22 million for the
three months ended Dec. 31, 2009, compared with a net loss of
$20.16 million for the same period a year ago.

At Dec. 31, 2009, the Company's assets were at $222.96 million,
and debts were at $142.01 million, resulting to a $80.95 million
stockholders' equity for Dec. 31, 2009.

As of June 30, 2009, the company relied on these credit and
commodity hedging arrangements to provide the liquidity necessary
for operation of its natural gas and electricity businesses:

   * The Revolving Credit Facility was used primarily to post
     letters of credit required to effectively operate within the
     markets that the Company serves;

   * The Hedge Facility was used as its primary facility to
     economically hedge variability in the cost of natural gas;
     and

   * Commodity derivative arrangements with various counterparties
     were used to economically hedge variability in the cost of
     electricity.

A sharp drop in natural gas market prices during the six months
ended December 31, 2008, resulted in a significant reduction in
the natural gas inventory component of the available borrowing
base under the Revolving Credit Facility.  The reduced borrowing
base strained our ability to post letters of credit as collateral
with suppliers and hedge providers, caused defaults of certain
financial covenants included in the agreement that governed the
Revolving Credit Facility, prompted downgrades in our credit
ratings and ultimately resulted in our seeking and obtaining
material waivers of debt covenants and defaults and amendments to
the agreement that governed the Revolving Credit Facility and the
Hedge Facility.  The amendments had significant impacts on our
liquidity position and on our operations during fiscal year 2009
and during the first quarter of fiscal year.

Given the negative conditions in the economy generally and the
credit markets in particular, there was substantial uncertainty
that we would be able to secure a refinancing of the Revolving
Credit Facility without a material restructuring of our debt and
equity position.  On September 22, 2009, the Company consummated
the Restructuring, which was intended to reduce the Company's debt
exposure and interest expense, improve our liquidity and improve
our financial and operational flexibility in order to allow the
Company to compete more effectively.  As a result of the
Restructuring, we significantly decreased our outstanding debt
obligations, which will result in lower debt service requirements
for fiscal year 2010 and future years.  In addition, the Revolving
Credit Facility and Hedge Facility were replaced by the Commodity
Supply Facility, which provides us with a stable source of
liquidity for a minimum of three years with an investment grade
counterparty.

A full-text copy of the quarterly report on Form 10-Q is available
for free at http://ResearchArchives.com/t/s?53a1

                           About MXenergy

MXenergy Holdings Inc. was founded in 1999 as a retail energy
marketer.  The two principal operating subsidiaries of Holdings
are MXenergy Inc. and MXenergy Electric Inc. which are engaged in
the marketing and supply of natural gas and electricity,
respectively.  Holdings and its subsidiaries operate in 39 market
areas located in 14 states in the United States and in two
Canadian provinces.

This concludes the Troubled Company Reporter's coverage of
MXenergy Holdings until facts and circumstances, if any, emerge
that demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.

                           *     *     *

According to the Troubled Company Reporter on Oct. 1, 2009,
Moody's Investors Service changed MXenergy Holdings Inc.'s
Probability of Default Rating to Ca/LD from Ca.  The rating action
reflects MXenergy's recently completed private exchange offer for
its floating rate senior notes due 2011.  Moody's views the
culmination of the exchange offer as a distressed exchange.


NATIONAL BEEF: S&P Raises Corporate Credit Rating to 'BB-'
----------------------------------------------------------
Standard & Poor's Ratings Services said that it raised its
corporate credit rating on National Beef Packing Co. LLC to 'BB-'
from 'B+' and took all ratings on the company off CreditWatch with
positive implications where they were placed on Dec. 9, 2009.  The
outlook is stable.

Subsequently, Standard & Poor's withdrew its 'BB-' corporate
credit rating on National Beef at the company's request, and
withdrew its 'B-' senior unsecured and '6' recovery ratings on the
company's $160 million senior unsecured notes due 2011, as this
debt has been repaid.    National Beef had approximately
$300 million of funded debt as of Nov. 28, 2009.

The upgrade was based on the company's improved financial
performance and liquidity in recent years.  National Beef's total
debt to EBITDA was 1.2x for the 12 months ended Nov. 28, 2009,
compared with 4.9x for fiscal 2007 (period ending Aug. 25, 2007).
The company has also maintained solid liquidity and good free cash
flow generation in recent years, which it used primarily for debt
reduction.

                           Ratings List

       Upgraded; Ratings off CreditWatch Pos; Outlook Stable

                  National Beef Packing Co. LLC

                                  To             From
                                  --             ----
    Corporate credit rating       BB-/Stable/--  B+/Watch Pos/--

                        Ratings Withdrawn

                                  To             From
                                  --             ----
    Corporate credit rating       NR             BB-/Stable/--
    Senior unsecured              NR             B-
       Recovery rating            NR             6


NBTY INC: Moody's Changes Outlook to Positive; Keeps 'Ba2' Ratings
------------------------------------------------------------------
Moody's Investors Service changed NBTY, Inc.'s rating outlook to
positive from stable.  All existing ratings are affirmed.  The
change in outlook to positive reflects NBTY's very strong
operating performance that has driven notable improvement in
credit metrics and a strengthening of liquidity.

NBTY's current Ba2 Corporate Family Rating reflects its very good
liquidity, solid market position, portfolio of well known brands,
and healthy profitability.  The rating also considers NBTY's solid
credit metrics and the healthy growth that the vitamin, mineral,
and nutritional supplement segment is currently experiencing due
to an increasing number of Americans over the age of fifty.
However, these positive attributes are constrained by NBTY's
acquisition strategy and its concentration in the VMNS segment.
Moody's believes that the VMNS segment is exposed to potential
sales and earnings volatility due to the risk of adverse publicity
and for potential product recalls.

The positive outlook reflects Moody's expectation that NBTY credit
metrics will further improve due to debt repayments, which could
warrant a higher rating over time.

These ratings are affirmed and LGD point estimates changed:

  -- Corporate Family Rating at Ba2,
  -- Probability of Default Rating at Ba2;
  -- $300 million senior secured term loan at Ba1 (LGD 2, 28%);
  -- Senior subordinated notes at B1 (LGD 6, 90% from LGD 6, 91%).

The last rating action on NBTY was on July 9, 2008 when the
company's Ba2 Corporate Family Rating was affirmed and the rating
outlook was changed from positive to stable.

NBTY, Inc., headquartered in Ronkonkoma, New York, is a leading
global vertically-integrated manufacturer, marketer, and retailer
of vitamin, mineral, and nutritional supplements in the United
States and throughout the world.  The company operates over 1,500
stores in the US, Canada, and Europe.  Revenues are about
$2.7 billion.


NEIMAN MARCUS: Bank Debt Trades at 11% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group, Inc., is a borrower traded in the secondary market at 89.32
cents-on-the-dollar during the week ended Friday, Feb. 19, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.85
percentage points from the previous week, The Journal relates.
The Company pays 200 basis points above LIBOR to borrow under the
facility.  The bank loan matures on April 6, 2013, and carries
Moody's B3 rating and Standard & Poor's BB- rating.  The debt is
one of the biggest gainers and losers among 187 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Neiman Marcus Group, Inc., headquartered in Dallas, Texas,
operates 40 Neiman Marcus stores, 2 Bergdorf Goodman stores, 27
clearance centers, and a direct business.  Total revenues are
about $3.9 billion.

The Company carries a 'Caa1' Corporate Family Rating and 'Caa1'
Probability of Default Rating from Moody's Investors Service.


NEVIOT REALTY: Section 341(a) Meeting Scheduled for March 19
------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in Neviot Realty Holdings, LLC's Chapter 11 case on March 19,
2010, at 2:30 p.m.  The meeting will be held at the Office of the
United States Trustee, 80 Broad Street, Fourth Floor, New York, NY
10004-1408.

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

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

New York-based Neviot Realty Holdings, LLC, filed for Chapter 11
bankruptcy protection on February 11, 2010 (Bankr. S.D.N.Y. Case
No. 10-10705).  Kevin J. Nash, Esq., at Goldberg Weprin Finkel
Goldstein LLP, assists the Company in its restructuring effort.
The Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


NEW ORIENTAL: Posts $1.6-Mil. Net Loss in Q3 Ended Dec. 31
----------------------------------------------------------
New Oriental Energy & Chemical Corp. and subsidiaries reported a
net loss of $1,616,408 for the three months ended December 31,
2009, as compared to a net loss of $2,130,827 for the three months
ended Decenber 31, 2008.   This decrease was mainly due to the
decrease in production cost as compared to the same period in
2008.

Cost of goods sold decreased 28.87% to $8,515,088 for the three
months ended December 31, 2009, as compared to $11,971,384, for
the three months ended December 31, 2008.

Revenues for the three months ended December 31, 2009, were
$8,770,449, as compared to $10,614,481 in the prior year.

                       Nine Months Results

The Company reported a net loss of $7,940,922 for the nine months
ended December 31, 2009, compared to a net loss of $1,858,266 for
the nine months ended December 31, 2008.

Revenues for the nine months ended December 31, 2009, were
$24,704,321, as compared to $40,533,491 in the same period in the
prior year.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed total assets of $60,295,408, total liabilities of
$54,209,808, and total stockholders' equity of $6,085,600.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $11,237,609 in total current
assets available to pay $49,963,676 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?53a9

                          Going Concern

The Company had a net loss of $7,940,922 for the nine months ended
December 31, 2009, and has a working capital deficit of
$38,726,067 at December 31, 2009.

The Company will need to obtain additional financing to continue
operations beyond 2009.  Its primary source of capital is cash
generated from operations as well as through loans.  If the
Company is unable to obtain additional financing, it will not be
able to sustain its operations and would likely be required to
cease its operations.

The major shareholder has committed to provide financial
assistance of RMB 50 million to 80 million (approximately
$7.3 million to $11.7 million) over the next few years, if
necessary.

On January 4, 2010, the Company obtained a short-term bank loan
for RMB 16 million (approximately $2.34 million) with an interest
rate of 10.08% per annum from Xinyang Commercial Bank, which is
due on January 4, 2011.

                        About New Oriental

New Oriental Energy & Chemical Corp. (NASDAQ: NOEC) --
http://www.neworientalenergy.com/-- was incorporated in the State
of Delaware on November 15, 2004.  The Company is an emerging
coal-based alternative fuels and specialty chemical manufacturer
based in Henan Province, in The Peoples's Republic of China.  The
Company's core products are urea and other coal-based chemicals
primarily utilized as fertilizers.  All of the Company's sales are
made through a network of distribution partners in the PRC.


NIELSEN COMPANY: Bank Debt Trades at 5% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which The Nielsen
Company B.V. is a borrower traded in the secondary market at 94.63
cents-on-the-dollar during the week ended Friday, Feb. 19, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.57
percentage points from the previous week, The Journal relates.
The Company pays 225 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Aug. 9, 2013, and carries
Moody's Ba3 rating and Standard & Poor's B+ rating.  The debt is
one of the biggest gainers and losers among 187 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Active in approximately 100 countries, with headquarters in
Haarlem, The Netherlands and New York, USA, The Nielsen Company
B.V. is a global information and media company.

Nielsen Company carries a 'B2' long term corporate family rating
from Moody's, 'B' issuer credit rating from standard & Poor's, and
'B' issuer default rating from Fitch.


NOAH LLC: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Noah, LLC
          dba Candlewood Suites
        6450 N. Academy Blvd.
        Colorado Springs, CO 80918

Bankruptcy Case No.: 10-13030

Chapter 11 Petition Date: February 18, 2010

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

Judge: Sidney B. Brooks

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 3 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/cob10-13030.pdf

The petition was signed by Jannie Richardson, manager of the
company.


NORTH BAY: Files Schedules of Assets & Liabilities
--------------------------------------------------
North Bay Village, LLC, has filed with the U.S. Bankruptcy Court
for the Middle District of Florida its schedules of assets and
liabilities, disclosing:

  Name of Schedule                Assets          Liabilities
  ----------------                ------          -----------
A. Real Property               $10,156,079

B. Personal Property            $2,085,487

C. Property Claimed as
   Exempt

D. Creditors Holding
   Secured Claims                                  $23,342,895

E. Creditors Holding
   Unsecured Priority
   Claims                                                   $0

F. Creditors Holding
   Unsecured Non-priority
   Claims                                             $749,497
                                  -----------     ------------
TOTAL                             $12,241,567      $24,092,392

Tampa, Florida-based North Bay Village LLC -- dba North Bay
Village - MM, Inc., and Pelican Bay/Limetree, LLC -- filed for
Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. M.D.
Fla. Case No. 10-03090).  Steven M. Berman, Esq., at Shumaker,
Loop & Kendrick, LLP, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


NORTH BAY: Section 341(a) Meeting Scheduled for April 8
-------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in North Bay Village, LLC's Chapter 11 case on April 8, 2010, at
1:30 p.m.  The meeting will be held at United States Courthouse
Federal Building, 2110 First Street 2-101, Fort Myers, FL 33901.

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

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

Tampa, Florida-based North Bay Village LLC -- dba North Bay
Village - MM, Inc., and Pelican Bay/Limetree, LLC -- filed for
Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. M.D.
Fla. Case No. 10-03090).  Steven M. Berman, Esq., at Shumaker,
Loop & Kendrick, LLP, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities in its petition.


NORTH BAY: Gets Interim OK to Hire Shumaker Loop as Bankr. Counsel
------------------------------------------------------------------
North Bay Village, LLC, sought and obtained interim authorization
from the Hon. Alexander L. Paskay of the U.S. Bankruptcy Court for
the Middle District of Florida to employ Steven M. Berman, Esq.,
and Shumaker, Loop & Kendrick, LLP, as bankruptcy counsel, nunc
pro tunc to February 13, 2010.

Shumaker Loop will:

     a. give the Debtor legal advice with respect to its duties
        and powers as Debtor;

     b. prepare the necessary motions, notices, pleadings,
        petitions, schedules, answers, orders, reports and other
        legal papers required in this Chapter 11 case;

     c. draft a Chapter 11 Plan and to proceed to confirmation of
        the same; and

     d. perform all other legal services for the Debtor which may
        be necessary herein.

The Debtor wants to employ Shumaker Loop under a general retainer
due to the extensive legal services required.  The Debtor has paid
the firm a retainer of $225,00.

The Debtor assures the Court that Shumaker Loop is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

*     *     *

The Bankruptcy Court has approved, on an interim basis, the
Debtor's employment of Steven M Berman and Shumaker Loop &
Kendrick LLP as counsel pursuant to 11 U.S.C. Section 327 and
subject to the guidelines on the compensation of professionals
under 11 U.S.C. Sections 328, 329, 330 and 331, nunc pro tunc to
the date of the petition.

Judge Paskay has set a final hearing for March 25, 2010, at
9:00 a.m. on the appointment of Shumaker Loop as bankruptcy
counsel.

                      About North Bay Village

Tampa, Florida-based North Bay Village LLC -- dba North Bay
Village - MM, Inc., and Pelican Bay/Limetree, LLC -- filed for
Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. M.D.
Fla. Case No. 10-03090).  Steven M. Berman, Esq., at Shumaker,
Loop & Kendrick, LLP, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


NORTHERN 120: Unsecured Claims Get Pro Rata Share from Funding
--------------------------------------------------------------
Northern 120, LLC, filed with the U.S. Bankruptcy Court for the
District of Arizona a Disclosure Statement explaining its Plan of
Reorganization dated as of February 3, 2010.

The Debtor will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan proposes to give
secured creditors with an interest in the Northern Real Property
the opportunity to be paid in full on their allowed secured claims
immediately, or to remain as investors under new notes, and
with an opportunity to share in the potential upside of the
development.  In addition, the Plan will result in the unsecured
creditors receiving a substantial payout.

General unsecured claims ($33,365) will share pro rata in the
sum of $200,000.  The interest holders will arrange for the
infusion of the $200,000 into the Reserve Account for the payment
of this Class.

Creditors holding claims in this class that also hold guarantor
claims against the interest holders may participate in the
additional pro rata distribution of $200,000, if they agree to
release the interest holders from any liability.  The share of
this sum a qualifying claimant is entitled to will be the same as
that claimant's proportional interest under the Old Northern Note.

The Plan will be implemented by the retention of its existing
management.  This implementation will also include the management
and disbursement of the funds infused by the interest holders.
The interest holders, through a payment from their funding source
made for their benefit, will place $200,000 in escrow in the trust
account of the Debtor's bankruptcy counsel by within 15 days prior
to the final hearing on confirmation of the Debtor's Plan.  These
funds will become a part of the estate and fund the obligations,
including the Reserve Account, at confirmation. These funds will
only be available to, and become a part of, the estate as of
confirmation.

A full-text copy of the Disclosure Statement is available for free
at http://bankrupt.com/misc/Northern120_DS.pdf

Phoenix, Arizona-based Northern 120, LLC, is a limited liability
company engaged in the business of owning and developing real
property in the State of Arizona.  The Company filed for Chapter
11 bankruptcy protection on November 5, 2009 (Bankr. D. Ariz. Case
No. 09-28417).  Mark W. Roth, Esq., at Polsinelli Shughart P.C.
assists the Company in its restructuring efforts.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


NOWAUTO GROUP: Could Not File Dec. 31 Quarter Report on Time
------------------------------------------------------------
NowAuto Group Inc. said it could not timely file its quarterly
results with the Securities and Exchange Commission saying that
additional internal projects required resources that caused a
short delay.

NowAuto Group, Inc. operates three buy-here-pay-here used vehicle
dealerships in Arizona.  The Company manages all of its
installment finance contracts and purchases installment finance
contracts from a select number of other independent used vehicle
dealerships.

                           *     *     *

As reported by the Troubled Company Reporter on December 9, 2009,
NowAuto Group disclosed in a regulatory filing it was not in
compliance with two covenants under an $11.5 million revolving
credit agreement with a private equity fund as of September 30,
2009.  The revolving credit agreement requires the Company to
maintain a tangible net worth of at least $2,000,000 and a
leverage ratio that total liabilities cannot exceed four times the
tangible net worth.  However, management believes they have a
positive relationship with the independent finance company and
does not expect any collection activity as a result of the
defaults.

At September 30, 2009, the Company had a $10.7 million line of
credit balance under the agreement.  Interest rate on the line of
credit agreement is at prime plus 6% (9.25% at September 30,
2009).

The credit agreement is secured by the lease contracts it agrees
to fund, as well as the underlying vehicle.  The funds advanced
under the line of credit are based upon the contract price and
vary per contract, at the discretion of the lender.  Substantially
all the sales-type lease contracts financed require our customers
to make their monthly payments directly to the finance company via
ACH (automatic account withdrawal).  The Company retains ownership
of the contracts and is active in the collection of delinquent
accounts from the contracts.  The line of credit matures and
renews annually on February 6th.  At inception, March 31, 2006,
the Company's credit limit was $3,000,000.  This limit has been
expanded by the lender to its current $11,500,000 limit.  The
interest rate is at the prime lending rate plus 6% (9.25% at
September 30, 2009).

At September 30, 2009, the Company had $4,219,625 in total assets
against $11,180,911 in total liabilities, resulting in
stockholders' deficit of $6,961,286.

Considering the Company's current working capital position
management estimates that the current cash position will not be
adequate to meet cash requirements for the next 12 months and that
additional draws will need to be made against the line of credit
to fund operations.  Subsequent to September 30, 2009, the Company
has been allowed to take additional draws under the revolving
credit agreement.

The Company's independent registered public accountants issued a
going concern opinion on the consolidated financial statements of
the Company for the year ended June 30, 2009.


OMNIRELIANT HOLDINGS: Posts $4.98-Mil. Net Loss in Q2 Ended Dec 31
------------------------------------------------------------------
OmniReliant Holdings, Inc., and subsidiaries reported a net loss
of $4,978,803 during the three months ended December 31, 2009,
compared to income of $1,052,171 during the three months ended
December 31, 2008.

Product sales increased $8,726,052 to $9,793,676 for the three
months ended December 31, 2009, compared to $1,067,624 for the
three months ended December 31, 2008.  Abazias, Inc. and Designer
Liquidator, Inc. contributed $1,371,139 and $1,740,677,
respectively, of this increase.

Loss from operations increased 6.3% to $1,306,862 during the three
months ended December 31, 2009, from a loss of $1,229,389 during
the same period of 2008.

Other expense, net was $3,851,910 for the three months ended
December 31, 2009, compared with other income, net of $2,235,478
for the corresponding period in 2008.  Other income and expense
include fair value adjustments related to the Company's
derivative financial instruments, interest expense and income,
extinguishments and impairments, etc.

During the three months ended December 31, 2009, the Company
recorded impairment charges aggregating $1,591,704 associated with
one investment carried as an available for sale investment and one
investment carried as an equity investment.

The Company recorded a derivative expense of $675,671 during the
three months ended December 31, 2009, compared to derivative
income of $2,303,036 for the three months ended December 31, 2008.

Income generated from interest on notes receivable from investees
increased $12,132 to $48,995 during the three months ended
December 31, 2009, compared to $36,863 for the three months ended
December 31, 2008.  The increase is attributable to higher
balances of notes receivable.  During the quarter ended
December 31, 2009, the Company exchanged $3,429,000 principal
amount of notes receivable for an intangible asset.  As a result,
interest income is expected to decline in the ensuing quarterly
periods.

The Company holds investments accounted for under the equity
method.  The Company's pro rata share of net loss and related book
adjustments in these investments equaled $1,529,570 for the three
months ended December 31, 2009.  The Company reported no similar
balances during the quarter ended December 31, 2008.

                        Six Months Results

The Company reported a net loss of $20,746,592 on product sales of
$17,421,537 for the six months ended December 31, 2009, compared
to net income of $2,947,577 on product sales of $1,171,258 for the
same period of 2008.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed total assets of $41,210,357, total liabilities of
$28,776,319, redeemable preferred stock of $4,946,910, and total
equity of $7,487,128.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $10,866,837 in total current
assets available to pay $26,838,927 in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?53a4

                       Going Concern Doubt

The Company has incurred operating losses of $1,306,862 and
$3,339,333 during the three and six months ended December 31,
2009, respectively and net losses of $4,978,803 and $20,746,592
during the three and six months ended December 31, 2009 ,and 2008,
respectively.  During the six months ended December 31, 2009, the
Company used cash of $2,905,070 in operating activities, which
amount was net of impairments of the Company's investments of
$1,591,704 and the Company's proportionate equity in losses of
$1,634,242, among other items.  Further, the Company has a net
working capital deficiency of $15,972,090 on December 31, 2009.
Since the Company's inception, it has been dependent upon funds
raised through the sale of preferred and common stock and warrants
to sustain the Company's operations.  "These conditions raise
substantial doubt about our ability to continue as a going concern
for a reasonable period."

Cash and cash equivalents amounted to $3,991,837 as of
December 31, 2009, compared to $2,005,702 at June 30, 2009.  Net
working capital declined as a result of the Company's Series F
Preferred Stock and Warrant Financing Arrangement, proceeds from
which were used to purchase current assets.

                    About OmniReliant Holdings

Based in Clearwater, Florida, OmniReliant Holdings, Inc. (OTC
Bulletin Board: ORHI) -- http://www.omnireliant.com/-- is a
holding company engaged, through its wholly and partially owned
subsidiaries, and its investee companies, in the creation, design,
distribution, and sale of affordable products and make these
products available to U.S. and international consumers through
direct response infomercials, live shopping networks, ecommerce,
direct mail and traditional retail channels.

During the six months ended December 31, 2009, the Company
completed two significant business acquisitions.  On July 31,
2009, the Company acquired the assets and assumed certain
liabilities of Designer Liquidator, Inc. in exchange for 100,000
shares of common stock and cash of $150,000.  Designer is engaged
in the manufacture and wholesale distribution of brand-name
apparel and the retail sale of other accessories.  On August 27,
2009, the Company completed its acquisition of the outstanding
common stock of Abazias, Inc. in exchange for 13,000,000 shares of
its newly designated Series E Convertible Preferred Stock.
Abazias is an online retailer of high quality loose diamonds and
fine jewelry settings for diamonds.


ORLEANS HOMEBUILDERS: Defaults on $350-Mil. Credit Facility
-----------------------------------------------------------
Orleans Homebuilders, Inc., disclosed that it is working bank
lenders to obtain a maturity extension of its Second Amended and
Restated Revolving Credit Loan Agreement dated September 30, 2008,
as amended from time-to-time.  Any extension or similar
modification or accommodation under the Credit Facility requires
the consent of 100% of the approximately 17 bank lenders.
However, the Company and its lenders under the Credit Facility
were not able to obtain the necessary bank approvals to extend the
maturity of the Credit Facility pursuant to the non-binding term
sheet agreed to by the Company with certain lenders on December 3,
2009.  The Company and its lenders were also unable to agree on
any temporary modification of, or other accommodation under, the
Credit Facility.

As a result, the final maturity of the Credit Facility occurred on
February 12, 2010, and the Company is now in default, which
entitles the lenders to all rights available to senior secured
creditors.  The Company does not have sufficient funds to repay
the amounts outstanding under the Credit Facility.  The Company
also noted that it was continuing to consider certain options for
new or modified funding sources to continue normal operations,
including in connection with an in-court or out-of-court
restructuring of the Company's liabilities; continuing its
negotiations regarding a sale or recapitalization of the Company;
or obtaining a temporary modification of, or other accommodation
under, the Credit Facility.  However, there can be no assurance
that the Company will be able to consummate any transaction on
terms acceptable to it or the senior secured lenders, or that any
such transaction would provide any value for either the Company's
unsecured creditors or its equity holders.  The Company intends to
act promptly to resolve its financing issues, although there can
be no assurance that the Company will be able to do so at all or
on a timely basis.

                    About Orleans Homebuilders

Orleans Homebuilders, Inc. develops, builds and markets high-
quality single-family homes, townhouses and condominiums.  The
Company serves a broad customer base including first-time, move-
up, luxury, empty nester and active adult homebuyers.  The Company
currently operates in the following eleven distinct markets:
Southeastern Pennsylvania; Central and Southern New Jersey; Orange
County, New York; Charlotte, Raleigh and Greensboro, North
Carolina; Richmond and Tidewater, Virginia; Chicago, Illinois; and
Orlando, Florida. T he Company's Charlotte, North Carolina
operations also include adjacent counties in South Carolina.

                      About Ichan Enterprises

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.


OSI RESTAURANT: Bank Debt Trades at 12% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which OSI Restaurant
Partners, Inc., is a borrower traded in the secondary market at
88.29 cents-on-the-dollar during the week ended Friday, Feb. 19,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.71 percentage points from the previous week, The Journal
relates.  The Company pays 225 basis points above LIBOR to borrow
under the facility.  The bank loan matures on May 9, 2014, and
carries Moody's B3 rating and Standard & Poor's B+ rating.  The
debt is one of the biggest gainers and losers among 187 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

OSI Restaurant Partners, Inc., is the #3 operator of casual-dining
spots (behind Darden Restaurants and Brinker International), with
more than 1,400 locations in the U.S. and 20 other countries.  Its
flagship Outback Steakhouse chain boasts more than 950 locations
that serve steak, chicken, and seafood in Australian-themed
surroundings.  OSI also operates the Carrabba's Italian Grill
chain, with about 240 locations.  Other concepts include Bonefish
Grill, Fleming's Prime Steakhouse, and Cheeseburger In Paradise.
Most of the restaurants are company owned.  A group led by
chairman Chris Sullivan took the company private in 2007.

As reported by the Troubled Company Reporter on Feb. 24, 2009,
Moody's Investors Service downgraded OSI Restaurant's Probability
of Default rating to Ca from Caa1 and lowered the rating on its
$550 million 10% senior unsecured notes to C from Caa3.  Moody's
also placed OSI's Corporate Family and senior secured ratings on
review for possible downgrade.

The review was prompted by the recent announcement that OSI
continues to experience a substantial decline in earnings and
store traffic to levels worse than Moody's previously expected.
The company also announced that it will likely need to take an
impairment charge of between $480 and $540 million for goodwill
due to a reduction in its projected results for future periods as
a result of poor overall economic conditions.


OTTER TAIL: Earns $4.6 Million in Q1 Ended December 31
------------------------------------------------------
Otter Tail Ag Enterprises, LLC, reported net income of
$4.6 million for the three months ended December 31, 2009,
compared to a net loss of $2.4 million for the same period of
2008.

For the three months ended December 31, 2009, the Company had
revenues of $29.3 million, compared to $25.5 million for the three
months ended December 31, 2008.  The increase in revenues was due
to an increased price received for the Company's ethanol
production.

The increase in net income was primarily the result of the
improved margin situation in the ethanol industry during the
second half of fiscal 2009 which continued in the first quarter of
fiscal 2010.

                          Balance Sheet

At December 31, 2009, the Company's balance sheets showed total
assets of $108.5 million, total current liabilities of
$88.9 million, and total members' equity of $19.6 million.

As of December 31, 2009, the Company had current liabilities of
$88.9 million consisting primarily of accounts payable, line of
credit, and outstanding debt.

A full-text copy of the Company's quarterly report is available at
no charge at http://researcharchives.com/t/s?53b3

               Bankruptcy Update/Liquidity Concerns

On October 30, 2009, the Company filed a voluntary petition for
relief in the United States Bankruptcy Court, District of
Minnesota under Chapter 11 of the Code.

The Company's Chapter 11 bankruptcy filing was made with the
approval of the Company's senior lenders.  Based on the Company's
operating plan, its existing working capital is not sufficient to
meet the cash requirements to fund its planned operating expenses,
capital expenditures, and working capital requirements through
September 30, 2010, without additional sources of cash and/or the
deferral, reduction, or elimination of significant planned
expenditures.  Currently, the Company has no commitments to obtain
additional capital, and there can be no assurance that financing
will be available in amounts or on terms acceptable to the
Company, if at all.  If the Company cannot obtain sufficient
additional funding, it will be forced to significantly curtail its
operations or cease operations.

Subsequent to quarter end, the Company entered into term sheets
for exit financing with the Agstar and MMCDC New Markets Fund II,
LLC ("NMF").  The exit financing term sheet with Agstar modifies
the Construction Term Loan and Construction Term Revolving Note,
combining them into one term note, in the amount of $35,000,000
which will mature on June 1, 2013.  Additionally, the exit
financing term sheet modifies the Revolving line of credit loan to
a 364 day revolving credit facility in an amount not to exceed the
lesser of 75% of eligible accounts receivable and inventory or
$4,000,000 and will mature 364 days following the effective date
of the plan.

These term sheets are contingent upon certain requirements, such
as a confirmation order confirming the plan, payments of certain
accrued regular interest, establishment of a debt reserve account
equivalent to six months interest and obtaining subscription
letters of up to $12,000,000.

                         About Otter Tail

Based in Fergus Falls, Minnesota, Otter Tail AG Enterprises, LLC
-- http://www.ottertailethanol.com/-- owns and operates a
nameplate capacity 55 million gallon annual production plant of
undenatured ethanol in Fergus Falls, Minnesota.  The Company
processes approximately 20 million bushels of corn into
approximately 55 million gallons of ethanol each year.  In
addition, the Company sells distillers grains, a principal co-
product of the ethanol production process.

The Company filed for Chapter 11 relief on Oct. 30 (Bankr. D.
Minn. Case No. 09-61250).  The petition listed assets of
$66.4 million against $86 million in debt, nearly all secured.
The largest secured creditor is AgStar Financial Services, owed
$40.9 million.


PALISADES PARK: PRIF & P II Wants to Bar Cash Collateral Use
-------------------------------------------------------------
PRIF II Chemtek, LLC, and P II River Vale GC Funding, LLC have
asked the U.S. Bankruptcy Court for the District of New Jersey to
prevent Palisades Park Plaza North, Inc., from using their cash
collateral.

P II is the holder of the first and second mortgages against the
Golf Course Property pursuant to certain Mortgage and Security
Agreements dated November 1, 2006, and May 31, 2007, respectively.
To further secure their obligations under the P II Loan Documents,
the Debtors executed a Mortgage and Security Agreement dated
November 1, 2006, granting P II a mortgage lien on the Development
Property subordinate to PRIF's first mortgage.  As of February 1,
2010, P II was owed $14,202,652.62 pursuant to the terms of the P
II Loan Documents.

PRIF is the holder of a first mortgage against the Development
Property pursuant to a certain Mortgage, Assignment of Leases and
Rents and Security Agreement dated November 1, 2006.  To further
secure their obligations under the PRIF Loan Documents, the
Debtors executed a Fee and Leasehold Mortgage, Assignment of
Leases and Rents and Security Agreement dated November 1, 2006,
granting PRIF a mortgage lien on the Golf Course Property, which
is subordinate to P II's Mortgages.  As of February 1, 2010, PRIF
was owed $7,000,761.10 pursuant to the terms of the PRIF Loan
Documents.

PRIF commenced a foreclosure proceeding in the Superior Court of
New Jersey, Bergen County, Chancery Division when the Debtor
refused to cure it monetary defaults on February 28, 2008.  In
connection with the foreclosure proceeding, on August 22, 2008,
Stephen Sinisi, Esq., was appointed by the Superior Court as
receiver (the Receiver) for the Mortgaged Property.  The Receiver
has been responsible for all aspects of the day-to-day management
and operation of the Mortgaged Property, including the collection
of all receipts and income from the operation of the Golf Course
Property.  On June 23, 2009, the Superior Court entered a Final
Judgment of Foreclosure against the Debtors and in favor of PRIF
in the amount of $6,633,906.09, together with interest to be
computed from March 20, 2009.  On October 20, 2009, the Court
entered an Amended Writ of Execution.  The foreclosure sale was
originally scheduled for October 23, 2009, and was subsequently
adjourned to February 5, 2010.

The funds in the Receiver's custody constitute the Mortgagees'
assets, not the assets of the Debtors and, therefore, the Receiver
is under no obligation to release the funds to the Debtors.  In
the event that the Court would determine that the income
constitutes assets of the Debtors' estate, P II and PRIF ask that
the Receiver be excused from compliance.

The Debtors' sole source of income is derived from the Mortgaged
Property, which is subject to the absolute Assignment of Rents in
favor of the Mortgagees.  Those receipts and income, according to
P II and PRIF aren't property of the Debtors' estates and cannot
be used by the Debtors to fund their purported reorganization
effort.  P II and PRIF say that those funds are also unavailable
for the benefit of creditors, and that the Receiver has been
utilizing the income and receipts to pay the operating expenses of
the Golf Course Property in the ordinary course.

P II and PRIF want the Receiver to remain in possession and
control of the Mortgaged Property and continue to collect income
during the pendency of these bankruptcy cases.

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

River Vale, New Jersey-based Palisades Park Plaza North, Inc.,
filed for Chapter 11 bankruptcy protection on February 5, 2010
(Bankr. D. N.J. Case No. 10-13394).  Vincent F. Papalia, Esq., at
Saiber, LLC, assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


PARK SHOPPING: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Park Shopping, Ltd.
        P.O. Box 273760
        Boca Raton, FL 33427

Bankruptcy Case No.: 10-13892

Chapter 11 Petition Date: February 18, 2010

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

Judge: Erik P. Kimball

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
16 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/flsb10-13892.pdf

The petition was signed by HHH Park Inc., general partner of the
Company.


PATIENT SAFETY: Registers 6.15MM Shares Under Option Plan, Deals
----------------------------------------------------------------
Patient Safety Technologies, Inc., filed with the Securities and
Exchange Commission a Form S-8 Registration Statement under the
Securities Act of 1933 to register 6,150,000 shares of common
stock issuable under the Company's 2009 Stock Option Plan and Non-
Plan Stock Option Agreements with four of the Company's officers.

A full-text copy of the Registration Statement is available at no
charge at http://ResearchArchives.com/t/s?53a5

In January, Patient Safety said Howard E. Chase will assume the
role of Chairman of the Board of Directors of the Company.  Mr.
Chase replaces Steven H. Kane, who has resigned as Chairman to
more fully focus his efforts on fulfilling his role as President
and Chief Executive Officer of the Company.

Eugene A. Bauer, MD, and William M. Hitchcock were also appointed
to Patient Safety's Board.

On December 31, 2009, Patient Safety entered into a sublease with
Reliance Life Sciences, Inc. for 5,670 square feet of office space
located at 5 Caufield Place, Newtown, Pennsylvania, to serve as
Patient Safety's principal administrative headquarters.  Patient
Safety said it will continue to maintain its premises in Temecula,
California, and will gradually transition operations to its new
administrative headquarters in Pennsylvania upon effectiveness of
the Sublease.

The term of the Sublease was to begin on the later of (i)
January 1, 2010 or (ii) the date written consent of the landlord
to the Sublease is obtained.  The Sublease term will expire
April 30, 2013, unless earlier terminated in accordance with the
Sublease.  In addition to base rent ($11,576.25 per month),
Patient Safety will be responsible for certain costs and charges
specified in the Sublease, including taxes, utilities, insurance
and maintenance costs.

                 About Patient Safety Technologies

Patient Safety Technologies, Inc. (OTC: PSTX) --
http://www.surgicountmedical.com/-- through its wholly owned
operating subsidiary SurgiCount Medical, Inc., provides the
Safety-Sponge(TM) System, a system designed to improve the
standard of patient care and reduce health care costs by
preventing the occurrence of surgical sponges and other retained
foreign objects from being left inside patients after surgery.
RFOs are among one of the most common surgical errors.

At September 30, 2009, the Company had $8,297,000 in total assets
against $10,190,000 in total liabilities, resulting in
stockholders' deficit of $1,893,000.  The September 30 balance
sheet showed strained liquidity: The Company had $1,893,000 in
total current assets against $7,590,000 in total current
liabilities.

At September 30, 2009, the Company had an accumulated deficit of
roughly $53.3 million and a working capital deficit of roughly
$5.7 million, of which $2.4 million represents the estimated fair
value of warrant derivative liabilities.  For the three and nine
months ended September 30, 2009, the Company incurred net losses
of roughly $3.4 and $10.8 million, respectively.  For the nine
months ended September 30, 2009 the Company used roughly
$3.6 million in cash to fund its operating activities.

In its quarterly report on Form 10-Q filed in November 2009, the
Company said it believes existing cash resources, combined with
projected cash flow from operations, will not be sufficient to
fund its working capital requirement for the next 12 months.  To
continue to operate as a going concern, the Company said it will
be necessary to raise additional capital.


PATRICA LUNSFORD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Patrica Williams Lunsford
               Christopher Shawn Lunsford
               9435 Penrose Street
               Frederick, MD 21704

Bankruptcy Case No.: 10-13176

Chapter 11 Petition Date: February 18, 2010

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

Judge: Thomas J. Catliota

Debtors' Counsel: Brett Weiss, Esq.
                  6301 Ivy Lane, Suite 700
                  Greenbelt, MD 20770
                  Tel: (301) 924-4400
                  Fax: (240) 627-4186
                  Email: brett@bankruptcylawmaryland.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 $1,470,225
and total debts of $1,639,428.

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

             http://bankrupt.com/misc/mdb10-13176.pdf

The petition was signed by the Joint Debtors.


PCS EDVENTURES: Posts $560,835 Net Loss in Q3 Ended Dec. 31
-----------------------------------------------------------
PCS Edventures!.com, Inc. reported a net loss of $560,835 on total
revenues of $577,004 for the three months ended December 31, 2009,
as compared to a net loss of $567,778 on total revenues of
$317,920 for the same period of 2008.

PCS Edventures!.com as a separate segment had an increase in sales
of approximately $156,622, or 54%, while LabMentors continued to
complement the parent Company's growth with an increase in
revenues of $102,462 or 373%.

Operating expenses for the three-month period ended December 31,
2009 increased by approximately $185,631, or 25%, to $924,700 as
compared to operating expenses of $739,069 for the three-month
period ended December 31, 2008.  This increase was due to
unusually high legal expenses in the amount of approximately
$322,472 associated with the SEC investigation and Wells Notice
responses by the Company and certain of its management.

                       Nine Months Results

For the nine months ended December 31, 2009, the Company had a net
loss of $1,455,405 on total revenues of $1,841,608, as compared to
a net loss of $1,024,586 on total revenues of $2,315,747 for the
same period in the prior year.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed total assets of $1,381,676, total liabilities of $721,417,
and total stockholders' equity of $660,259.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?539d

                       Going Concern Doubt

The established sources of revenues are not sufficient to cover
the Company's operating costs.  Although the Company has positive
working capital, it has accumulated significant losses.  "The
combination of these items raises substantial doubt about its
ability to continue as a going concern."

                    About PCS Edventures!.com

Boise, Idaho-based PCS Edventures!.com, Inc. (OTC BB: PCSV) --
http://www.edventures.com/-- is engaged in the design,
development and delivery of educational learning labs bundled with
related technologies and programs to the K-12 market worldwide.
The PCS suite of products ranges from hands-on learning labs in
technology-rich topics in Science, Technology, Engineering and
Math (STEM) to services rich in imagination, innovation, and
creativity.  PCS programs operate in over 6,000 sites in all 50
United States as well as in 17 countries internationally.


PENTON BUSINESS: Terms of Prepackaged Plan of Reorganization
------------------------------------------------------------
Penton Business Media Holdings, Inc., et al., have filed a Joint
Prepackaged Plan of Reorganization and disclosure statement with
the U.S. Bankruptcy Court for the Southern District of New York.

The Debtors will seek approval of their prepackaged Chapter 11
plan of reorganization from the Bankruptcy Court at a confirmation
hearing on March 5.

Once finalized, the restructuring will result in the elimination
of $270 million of the Company's debt.  In addition, certain of
Penton's existing shareholders have agreed to make a significant
new investment in the Company, which will provide additional
working capital to fund operations and improve Penton's overall
liquidity.  The restructuring agreement also provides for an
extension of the maturity on the Company's senior secured credit
facility through 2014.

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

          http://bankrupt.com/misc/PENTON_BUSINESS_ch11plan.pdf
          http://bankrupt.com/misc/PENTON_BUSINESS_ds.pdf

                         Treatment of Claims

Under the Plan, the administrative claims will be paid in cash, in
full.   Each holder of a priority tax claim will receive cash, in
full satisfaction of their claims.

With respect to classified claims:

   Classification            Treatment
   --------------            ---------
   Class 1 Claims -
   Priority Claims           100% Recovery; Unimpaired

   Class 2 Claims -
   First Lien Term
   Loan Claims               100% Recovery; Impaired

   Class 3 Claims -
   First Lien
   Revolver Claims           100% Recovery; Impaired

    Class 4 Claims -
    Second Lien Claims       15% Recovery; Impaired

    Class 5 Claims -
    Other Secured Claims,    100% Recovery; Claims Reinstated;
                             Unimpaired

    Class 6 Claims -
    General Unsecured
    Claims                   100% Recovery; Unimpaired

    Class 7 Claims -         Claims Reinstated; 100% Recovery;
    Intercompany Claims      Unimpaired

    Class 8 Interests -
    Subsidiary Debtor
    Equity Interests         Claims Reinstated; 100% Recovery;
                             Unimpaired
    Class 9 Interests -
    Holdings Equity          Interest Extinguished; 0% Recovery


     Class 10 Interests -
     Holdings Investor
     Equity Interests        0% Recovery; Impaired

Holders of Class 9 Interests are deemed to have rejected the Plan.

If requested by the Debtors, holders of Class 10 Interests will
retain such Interests in lieu of receiving certain Stock in
connection with Second Lien Lender Elections and the Equity
Commitment made by certain of the LLC Shareholders.  Otherwise,
such Interests will be extinguished.  These interest holders are
deemed to have accepted the Plan.

The Plan has been approved by the requisite number of the
Company's lenders and is subject to approval by the Court.

Holders of Class 2 Claims, Class 3 Claims, and Class 4 Claims were
entitled to vote on the Plan.  The Debtors solicited votes on the
Plan prepetition.

                   About Penton Media, Inc.

As a leading, independent, business-to-business media company,
Penton -- http://www.penton.com/-- knows business and how to
create and disseminate the vital content that moves markets.
Penton serves the information needs of more than six million
business professionals every month in industries ranging from
Agriculture and Aviation to Electronics, Natural Products, and
Information Technology.  Headquartered in New York City, the
privately held company is owned by MidOcean Partners and U.S.
Equity Partners II, an investment fund sponsored by Wasserstein &
Co., LP, and its co-investors.

Penton Media and its operating subsidiaries filed voluntary
petitions to restructure under Chapter 11 of the U.S. Bankruptcy
Code on Feb. 10, 2010 (Bankr. S.D.N.Y. Case No. 10-10689).

Attorneys at Jones Day serve as bankruptcy counsel.  Kurtzman
Carson Consultants LLC serves as claims and notice agent.  The
petition says that assets are $500 million to $1 billion while
debts exceed $1 billion.


PEOPLES PETROLEUM GROUP: Case Summary & 8 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Peoples Petroleum Group Inc.
        Carr 2 Km 18.3 Bo. Candelaria
        Toa Baja, PR 00949

Bankruptcy Case No.: 10-01120

Chapter 11 Petition Date: February 18, 2010

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Hector Juan Figueroa Vincenty, Esq.
                  El Bufete Del Pueblo
                  Luisa 61 Apt 1 A
                  San Juan, PR 00907
                  Tel: (787) 378-1154
                  Email: hector@elbufetedelpueblo.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 $2,667,200,
and total debts of $2,621,067.

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/prb10-01120.pdf

The petition was signed by Antonio Cruz Domenecit, president of
the Company.


PHOENIX WORLDWIDE: March 8 Hearing Set for C3 Capital Cash Access
-----------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court Southern
District of Florida authorized Phoenix Worldwide Industries, Inc.,
to:

   -- use cash securing repayment of loan with C3 Capital
      Partners, L.P., provided that the Debtor may exceed the line
      item amounts by no more than 10%; and

   -- grant adequate protection to C3 Capital.

The Court will consider further use of cash collateral beyond the
period covered at a hearing at U.S. Courthouse, Claude Pepper
Federal Building, 51 SW 1st Ave., Miami, Florida, Courtroom 1406,
Miami, Florida, on March 8, 2010, at 2:00 p.m.

As reported in the Troubled Company Reporter on December 17, 2009,
the Debtor related that C3 Capital provided a $500,000 loan
and may assert an interest in cash collateral pursuant to a
security agreement between C3 Capital and the Debtor.

The Debtor would use the cash collateral to meet certain critical
obligations, specifically a payment for utility service and an
adequate protection payment to the Debtor's mortgagee.

The Debtor would also use the cash collateral to pay $24,000
adequate protection payment to Zions First National Bank, and
$3,914 to Florida Power & Light.

As adequate protection, C3 Capital is granted replacement liens on
all postpetition property that is of the same nature and type of
its prepetition collateral.

Miami, Florida-based Phoenix Worldwide Industries, Inc. --
http://www.phoenixworldwide.com/-- dba Phoenix Worldwide
Industries, Inc.- Forensic Vehicle Division and Phoenix IVS
Division develops surveillance technologies for government and law
enforcement agencies.

The Company filed for Chapter 11 on June 29, 2009 (Bankr. S. D.
Fla. Case No. 09-23201).  Jeffrey P. Bast, Esq., at Bast Amron LLP
represents the Debtor in its restructuring efforts.  The Debtor
has assets and debts both ranging from $10 million to $50 million.


PHOENIX WORLDWIDE: Court Extends Plan Filing Period Until March 26
------------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of California extended until March 26, 2010,
Phoenix Worldwide Industries, Inc.'s exclusive right to file a
Chapter 11 plan.

Absent the second extension, the Debtor's exclusive period to file
a plan is set to expire on February 24, 2010.

Miami, Florida-based Phoenix Worldwide Industries, Inc. --
http://www.phoenixworldwide.com/-- dba Phoenix Worldwide
Industries, Inc., Forensic Vehicle Division and Phoenix IVS
Division develops surveillance technologies for government and law
enforcement agencies.

The Company filed for Chapter 11 on June 29, 2009 (Bankr. S. D.
Fla. Case No. 09-23201).  Jeffrey P. Bast, Esq., at Bast Amron LLP
represents the Debtor in its restructuring efforts.  The Debtor
has assets and debts both ranging from $10 million to $50 million.


PNM RESOURCES: Fitch Affirms Issuer Default Rating at 'BB'
----------------------------------------------------------
Fitch Ratings has affirmed the ratings of PNM Resources and its
utility operating subsidiaries, Public Service Company of New
Mexico and Texas New Mexico Power Company as indicated below.

PNMR

  -- Issuer Default Rating at 'BB';
  -- Senior unsecured debt at 'BB';
  -- Revolving credit facility at 'BB';
  -- Short-term IDR at 'B'.

PNM

  -- IDR at 'BB'
  -- Secured pollution control revenue bonds (PCRBs) at 'BBB-';
  -- Senior unsecured Notes at 'BB+';
  -- Senior unsecured PCRBs at 'BB+';
  -- Revolving credit facility at 'BB+';
  -- Preferred stock at 'BB-';
  -- Short-term IDR at 'B'.

TNMP

  -- IDR at 'BB+';
  -- First mortgage bonds at 'BBB';
  -- Secured term loan at 'BBB';
  -- Secured revolving credit facility at 'BBB';
  -- Short-term IDR at 'B'.

The Rating Outlook is Stable. Approximately $1.6 billion of debt
is affected by the rating action.

The ratings reflect PNMR's high-debt-leverage relative to EBITDA,
weak consolidated coverage ratios and low earned returns on equity
at its core operating electric utility subsidiaries, PNM and TNMP.
The ability of PNMR's core operating utility subsidiaries to
recover their invested capital, related operating costs and a
reasonable return on investment is fundamental to the maintenance
of PNMR and its subsidiaries' credit ratings, in Fitch's opinion.
The inability of PNMR to recover its prudent utility investment in
rates with a reasonable return could result in future credit
rating downgrades.

As discussed in more detail below, the ratings consider the impact
of recent PNM general rate case rulings and legislation enacted in
2009 that allows the New Mexico Public Regulation Commission (PRC)
to utilize forward test years in future GRCs.  Nonetheless, Fitch
estimates that earned returns will remain in the low-to-mid single
digit range in the near-to-intermediate term.

The ratings also consider the higher risk profile of PNMR's
unregulated Texas retail electricity provider, First Choice Power,
and PNMR's joint venture with Cascade, Optim Energy.  While
earnings and cash flows have rebounded meaningfully in 2009 at
FCP, extreme earnings and cash flow volatility at this business
remains a source of concern for PNMR investors, in Fitch's view.
Fitch notes that FCP relies on PNMR to meet its funding
requirements.

The ratings also recognize efforts by PNMR to reduce debt,
operating costs and capex while improving power plant performance
at PNM.  Fitch also considers PNMR and its subsidiaries' solid
liquidity position. As of Sept. 30, 2009, PNMR and PNM had
$85 million and $108 million, respectively, drawn on their
revolving credit agreements.  Under existing credit facilities,
PNMR has the ability to borrow up to $600 million and PNM
$400 million.  TNMP had no borrowings against its $75 million
secured revolving credit agreement. PNMR and PNM's bank facilities
are unsecured.

PNMR's revolver reduces to $574 million in August 2010,
$549 million in August 2011 and expires in August 2012 (includes
$32 million of unavailable borrowing capacity from Lehman
Brothers).  Similarly, PNM's bank facility reduces to $386 million
in August 2010, $368 million in August 2011 and terminates in
August 2012.  TNMP's revolving credit agreement, which was
negotiated in April 2009, expires April 29, 2011.

In January 2009, PNMR closed the sale of its New Mexico-based
natural gas distribution business for $620 million pre tax.  PNMR
used all of the cash proceeds to reduce debt.  Strategically, PNM
is focused exclusively on regulated power operations in New Mexico
and sells power from certain unregulated assets at wholesale.

In a constructive development for investors, PNMR's operating
electric utility companies, PNM and TNMP, have negotiated
stipulations with regulators in the companies' respective New
Mexico and Texas GRC proceedings.

In 2008, PNM completed environmental upgrades at San Juan Unit 1
and Unit 3. Equivalent availability factors for PNM's coal-fired
San Juan and Four Corners Generating Stations improved
significantly to 84% - 86% on a year-to-date basis through October
2009 from 77% - 78% in calendar 2008.  In addition, the Palo Verde
Nuclear Generating Station Unit No.3 was removed from the NRC's
multiple/repetitive degraded cornerstone column in March 2009.  At
the same time, PVNGS Units 1 and 2 were removed from the one-
degraded cornerstone column.

The ratings also consider recent political and regulatory
developments at PNMR's New Mexico and Texas-based utility
operations.  Importantly, legislation was enacted in New Mexico in
2009 allowing the use of a forward test year in GRC filings, which
should help reduce regulatory lag going forward.  In 2008, the PRC
authorized a $34 million rate increase and an emergency fuel and
purchase power adjustment clause (FPPAC) for PNM effective May
2008 and June 2008, respectively.  The rate increase represented
approximately 44% of the $77 million rate hike supported by the
utility in its February 2007 GRC filing.

PNM filed a GRC in September 2008 requesting a $123 million rate
increase, based on a test year ending March 2008, and
authorization of a FPPAC.  In March 2009, the company and most
intervening parties to the GRC entered into a stipulated agreement
that proposed a $77 million rate increase to be implemented in two
steps: $50 million on July 1, 2009 and the remainder on April 1,
2010.  The proposed stipulation was approved by the PRC with
slight modifications.  Importantly, the PRC-approved settlement
authorized implementation of a revised FPPAC that provides for the
deferral and recovery of fuel and purchase power costs from
ratepayers.

In Texas, TNMP filed its last GRC in August 2008 initially
requesting an $8.7 million rate increase effective September 2009.
The company subsequently filed a request for abatement of the
proceeding pending submittal of supplemental testimony regarding
costs of Hurricane Ike and anticipated, increased financing costs.
The request for abatement was granted.

In June 2009, TNMP reached a settlement in the proceeding that
proposed a $12.7 million rate increase and reflected storm costs
as well as higher interest expenses associated with the utility's
March 2009 debt refinancing.  The proposed settlement was approved
by the Public Utilities Commission of Texas in August 2009 and
went into effect September 2009.

TNMP is a transmission and distribution electric utility operating
solely in Electric Reliability Council of Texas. Fitch's ratings
for TNMP consider the utility's relatively low business risk
profile and assume it will be able to recover future investment in
plant and equipment on a timely basis.

In 2007, TNMP transferred ownership of its integrated utility
operation in central and southwest New Mexico to PNM.  TNMP's
former New Mexico service territory continues to operate under a
rate freeze through Jan. 1, 2011, as part of the PRC order
approving the TNP Enterprises acquisition by PNMR in 2005.  The
New Mexico integrated utility operation formerly owned and
operated by TNMP is small relative to PNM's, serving approximately
50,000.

FCP experienced large trading and operating losses in the first-
half of 2008 reflecting extreme price volatility due to market
dislocations and congestion pricing issues in ERCOT, margin
compression and high delinquent receivables.  The company, as a
result, no longer engages in speculative trading activity and
ERCOT has implemented modifications designed to militate against a
repeat of the congestion-driven price volatility experienced in
2008 in ERCOT.

FCP's margins rebounded sharply year-to-date Sept. 30, 2009.
Accounts receivable delinquencies, however, remain stubbornly high
and are likely to remain so until regulatory structures in Texas
discourage certain consumers from changing suppliers without
paying existing bills.  Notwithstanding improved recent operating
results at FCP, future earnings dislocations cannot be ruled out,
in Fitch's opinion, and are a source of concern for PNMR fixed
income investors.


PORT BARRE: S&P Affirms 'B' Rating on $185 Mil. Facilities
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
rating on Port Barre Investments LLC's (d/b/a Bobcat Gas Storage)
$185 million credit facilities.  At the same time, S&P revised the
outlook
to stable.  The '3' recovery rating, which remains unchanged,
indicates
that lenders can expect a meaningful (50%-70%) recovery in the
event of a payment default.

The rating affirmation and outlook revision follows S&P's review
of PBI's proposed expansion plan and amendment to its credit
agreement, progress on construction and marketing to date, and a
revised financial model.  The project has achieved its initial
targeted leaching volume with relatively stable construction
progress over the past year.  At the same time, expansion on
Caverns I and II will extend the construction period, and its
attendant risks, to mid 2010.  Financial performance has been
below expectations and S&P expects the next six months will be
important to the project with about 35% of the expected 19 billion
cubic feet of expanded Phase I and II capacity being marketed for
storage contracts.

The high-performance underground salt cavern natural gas storage
development project is located in St. Landry Parish, La., about 45
miles north of the Henry Hub.  GE Energy Financial Services and
Port Barre Holdings (Haddington Ventures LLC 99%, Bobcat
management 1%) jointly own the project.  The initial 15.6 bcf of
capacity consists of two caverns with five interstate pipeline
interconnects: Transco, TETCO, Gulf South, FGT, and ANR.

The stable outlook on PBI reflects several short-term factors.
Construction risk will remain until the Cavern I and II expansions
are completed in mid-2010, and hub service operations will
continue to be constrained until then.  Schedule delays or cost
overruns that pressure financial covenants through 2011 could
result in a downgrade.  Similarly, if the project cannot sign firm
storage agreements at rates similar to its current agreements (and
sufficient to meet financial covenants) in the upcoming planning
season, or if hub service revenue remains depressed for an
extended period of time, S&P could lower the rating.  S&P could
raise the rating if the expansion construction on Caverns I and II
is completed on schedule within the current budget, and if storage
contracts are signed at rates that are sufficient to meet
covenants through 2011.


PREFERRED VOICE: Dec. 31 Balance Sheet Upside-Down by $430,000
--------------------------------------------------------------
Preferred Voice Inc. reported $1.26 million in assets and
$1.69 million in total liabilities, resulting to a $430,000
stockholders' deficit at Dec. 31, 2009.

The Company said it incurred a net loss of $180,871 the three
months ended Dec. 31, 2009, compared with a net loss of $455,254
for the same period a year ago.

A full-text copy of the Company's financial report on Form 10-Q is
available for free at http://ResearchArchives.com/t/s?5398

Preferred Voice, Inc., provides enhanced services to the
telecommunications industry throughout the United States and
maintains its principal offices in Dallas, Texas.

                           *     *     *

The Company said there is substantial doubt about its ability to
continue as a going concern, according to the Troubled Company
Reporter on Jan. 11, 2010.


PURPLE COMMS: Sept. 30 Balance Sheet Upside-Down by $68.5-Mil.
--------------------------------------------------------------
Purple Communications, Inc.'s consolidated balance sheets at
September 30, 2009, showed $69.4 million in total assets,
$98.9 million in total liabilities, and $39.0 million in temporary
equity, resulting in a $68.5 million shareholders' deficit.

The Company reported a net loss of $102.0 million on total
revenues of $28.6 million for the three months ended September 30,
2009, compared to a net loss of $1.3 million on total revenues of
$35.7 million for the same period of 2008.

The Company incurred a $93.5 million impairment charge related to
goodwill and select intangible assets for the three months ended
September 30, 2009.

                       Nine Months Results

For the nine months ended September 30, 2009, the Company reported
a net loss of $107.3 million on total revenues of $95.7 million,
as compared to a net loss of $3.3 million on revenues of
$95.4 million for the same period of the prior year.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?53b8

                       Going Concern Doubt

The Company has incurred significant operating losses since its
inception and, as of September 30, 2009, has an accumulated
deficit of $394.5 million.  During the nine months ended
September 30, 2009, the Company recorded a net loss of
$104.7 million and used $7.0 million of cash in operating
activities.  As of September 30, 2009, the Company had roughly
$5.0 million in cash and cash equivalents.

As of September 30, 2009, the Company was not in compliance with
respect to certain covenants under the First Lien Credit Agreement
and the Second Lien Credit Agreement; however, the lenders agreed
to forbear from exercising their rights and remedies in respect of
the covenant breaches and, on December 22, 2009, agreed to waive
such breaches and amend the terms of the First Lien Credit
Agreement and Second Lien Credit Agreement.  In December 2009, the
Company raised a total of $5.0 million from the sale of Series B
Preferred Stock and warrants to purchase shares of common stock.

Notwithstanding the equity financing in December 2009, the
Company's cash outlook for the next twelve months and ability to
continue to meet its financial covenants is highly dependent on
the Company's ability to raise additional capital through equity
or debt financings or to significantly reduce expenses through
workforce reductions, or a combination of such activities.  If the
Company is unable to meet its financial covenants resulting in the
borrowings becoming immediately due, the Company would not have
sufficient liquidity to repay such outstanding borrowings.  In
addition, the Company is subject to governmental investigations by
the Federal Communications Commission, the Department of Justice
and the Securities and Exchange Commission.  The Company is unable
to predict the outcome of these investigations.  Further, the
Company has suspended billing National Exchange Carriers
Association ("NECA") for certain workplace conference calls that
will have the effect of reducing the Company's revenue.

These circumstances raise substantial doubt about the Company's
ability to continue as a going concern and there can be no
assurance that the Company will be able to successfully raise
capital, reduce expenses, satisfactorily resolve its governmental
investigations or be compensated for workplace conference calls,
in order to continue as a going concern.

                   About Purple Communications

Based in Rocklin, California, Purple Communications, Inc.,
formerly known as GoAmerica, Inc. (OTC: PRPL) --
http://www.purple.us/-- provides video relay and text relay
services and professional interpreting.


RAHAXI INC: Could Not Timely File Fiscal Q2 Report
--------------------------------------------------
Rahaxi Inc. said it could not file its Form 10-Q for the period
ended Dec. 31, 2009, because it is in the process of preparing and
reviewing the financial, and other information for the report on
form 10-Q for the quarter ended December 31, 2009.

Rahaxi, Inc., provides payment services and processing.  Its
principal offices are in Wicklow, Ireland; the Company also has
offices in Helsinki, Finland; and Santo Domingo, the Dominican
Republic.

The Company posted a net loss of $1,132,279 for the fiscal first
quarter ended September 30, 2009, from $3,351,972 for the same
period a year ago.  Total revenue -- from transaction processing,
consulting services, and hardware and related items -- was
$1,237,942 for the September 30 Quarter, compared to $1,246,485
for the year ago period.

At September 30, 2009, the Company had $3,209,612 in total
assets against $6,689,067 in total liabilities, resulting in
stockholders' deficiency of $4,051,640.


RAPID LINK: KBA Group Raises Substantial Doubt
----------------------------------------------
KBA GROUP LLP in Dallas, Texas, expressed substantial doubt about
Rapid Link, Incorporated's ability to continue as a going concern
after auditing the Company's financial statements as of Oct. 31,
2008.  The auditor noted the Company has suffered recurring losses
from continuing operations during the last two fiscal years.
Additionally, at Oct. 31, 2008, the Company's current liabilities
exceeded its current assets by $2.1 million and the Company has a
shareholders' deficit totaling $2.9 million.

The Company reported a net loss of $11.8 million on revenues of
$14.9 million for the year ended Oct. 31, 2009, compared with a
net loss of $1.5 million on revenues of $17 million for fiscal
2008.

At Oct. 31, 2009, total assets were $3.47 million and debts were
at $18.66 million, resulting to a deficit of $15.19 million.

A full-text copy of the Company's annual report on Form 10-K is
available for free at http://ResearchArchives.com/t/s?539a

                         About Rapid Link

Rapid Link, Incorporated, and its subsidiaries have served as
facilities-based, communication companies providing various forms
of voice and data services to customers around the world.  Rapid
Link provides a multitude of communication services targeted to
small and medium sized businesses, as well as individual
consumers.  These services include the transmission of voice and
data traffic over public and private networks.  The Company also
sells foreign and domestic termination of voice traffic into the
wholesale market.


REALOGY CORP: Net Loss Down to $262-Million in 2009
---------------------------------------------------
Realogy Corporation reports a net loss of $262 million on net
revenue of $3.93 billion for the year ended Dec. 31, 2009,
compared with a net loss of $1.91 billion on $4.72 billion of net
revenue for the same period a year ago.

At Dec. 31, 2009, the Company had $8.04 billion in assets and
$9.02 billion in total liabilities, resulting to a $981 million
stockholders' deficit.

On a full-year basis, Realogy's revenue decreased by $793 million
in 2009 compared to 2008 principally due to lower average sale
prices of homes brokered by our franchisees and our company-owned
operations.  Despite the 17% revenue decline, 2009 EBITDA of
$427 million before restructuring and other items increased
$16 million compared to 2008. Realogy's reported EBITDA of
$465 million for the full year was positively affected by a
$75 million gain on debt extinguishment and $49 million from the
prepayment of a receivable from Wright Express, partially offset
by $86 million of restructuring and other legacy charges.

"The macroeconomic challenges of the past two years have been
unprecedented, and our business model has proven its resiliency
throughout," said Realogy President and CEO Richard A. Smith.
"EBITDA before restructuring and other items has remained
essentially flat during 2008 and 2009 despite substantial revenue
declines we have experienced since 2007.  The resulting increased
efficiency of our operations has positioned us to outperform when
the recovery occurs. While we continue to monitor costs, Realogy
is sharply focused on growth in each of our businesses, both
organically and via strategic acquisitions.  This growth strategy
is evidenced by our recent announcement regarding Cartus'
acquisition of Primacy, a prominent provider of relocation
services."

In the fourth quarter, Realogy's core business drivers showed
significant improvement, particularly home sale unit transactions,
which increased 18% year-over-year at the Realogy Franchise Group
and 20% at NRT, the Company's owned brokerage unit.  These
improvements were due to a combination of relatively weak fourth
quarter 2008 activity and an influx of transaction volume in 2009,
spurred by the original November 30 expiration of government tax
credits for first-time buyers.  The average home sale price
declined in the fourth quarter by 5% at RFG and 3% at NRT. The
fourth quarter 2009 average home sale price stabilized compared to
more significant declines reported in the first three quarters due
to fewer REO sales and increased home sales in the high end
markets we serve.

On a full-year basis, RFG and NRT transaction sides decreased 1
percent and remained flat, respectively.  RFG's average home sale
price decreased 11 percent during the full year 2009 while NRT's
average home sale price declined 18 percent.  Average home sale
price declines in 2009, particularly at NRT, were driven early in
the year by a shift in mix of transactions away from higher priced
homes and a greater level of distressed home sales.

A full-text copy of the Company's annual report on Form 10-K is
available for free at http://ResearchArchives.com/t/s?5371

                        Covenant Compliance

As of December 31, 2009, the Company's senior secured leverage
ratio was 4.66 to 1, which is below the 5.0 to 1 maximum ratio
required to be in compliance with our Credit Agreement. The senior
secured leverage ratio is determined by taking Realogy's senior
secured net debt of $2.89 billion at December 31, 2009, and
dividing it by the Company's Adjusted EBITDA of $619 million for
the 12 months ended December 31, 2009.

                     About Realogy Corporation

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services, has a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
approximately 15,000 offices and 270,000 sales associates doing
business in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

                           *     *     *

According to the Troubled Company Reporter on Oct. 13, 2009,
Standard & Poor's Ratings Services affirmed its ratings on Realogy
Corp.'s second-lien term loan, following the company's closing on
the previously announced $135 million aggregate principal amount
delayed-draw portion of the loan, which brings the total amount of
the loan to $650 million.  S&P affirmed the issue-level rating at
'C' and the recovery rating at '6', indicating S&P's expectation
of negligible (0% to 10%) recovery for lenders in the event of a
payment default.


REALOGY CORP: Bank Debt Trades at 12% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 87.75 cents-on-the-
dollar during the week ended Friday, Feb. 19, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.84 percentage points
from the previous week, The Journal relates.  The Company pays 300
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Sept. 30, 2013, and carries Moody's Caa1 rating
and Standard & Poor's CCC- rating.  The debt is one of the biggest
gainers and losers among 187 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services, has a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
approximately 15,000 offices and 270,000 sales associates doing
business in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.


REGAL ENTERTAINMENT: Dec. 31 Balance Sheet Upside Down by $246MM
----------------------------------------------------------------
Regal Entertainment Group reported its fiscal fourth quarter 2009
results, disclosing:

                                       ($ in millions)
                                 As of           As of
                                 Dec. 31, 2009   Jan. 1, 2009
                                 -------------   ------------
  Total assets                   $2,637           $2,595
  Total debt                     $1,997           $2,004
  Total stockholders' deficit     ($246)           ($235)

Total revenues for the fourth quarter ended December 31, 2009,
were $765.6 million compared to total revenues of $711.7 million
for the fourth quarter ended January 1, 2009.  Net income
attributable to controlling interest was $35.5 million in the
fourth quarter of 2009 compared to $29.4 million in the fourth
quarter of 2008.  Diluted earnings per share was $0.23 for the
fourth quarter of 2009 compared to $0.19 during the fourth quarter
of 2008.  Adjusted diluted earnings per share was $0.27 for the
fourth quarter of 2009 compared to $0.20 during the fourth quarter
of 2008.  Adjusted EBITDA was $156.8 million for the fourth
quarter of 2009 and $145.8 million for the fourth quarter of 2008.

Total revenues for the four quarters ended December 31, 2009, were
$2,893.9 million compared to total revenues of $2,771.9 million
for the four quarters ended January 1, 2009.  Net income
attributable to controlling interest was $95.5 million during the
four quarters ended December 31, 2009, compared to $112.2 million
during the four quarters ended January 1, 2009.  Diluted earnings
per share was $0.62 for the four quarters ended December 31, 2009,
compared to $0.72 for the four quarters ended January 1, 2009.
Adjusted diluted earnings per share was $0.78 during the four
quarters ended December 31, 2009 compared to $0.81 during the four
quarters ended January 1, 2009.  Adjusted EBITDA was
$559.8 million for the four quarters ended December 31, 2009, and
$548.2 million for the four quarters ended January 1, 2009.

The comparability of results for both the quarter and the four
quarters ended December 31, 2009 to prior periods was impacted by
a shift in Regal's fiscal calendar.  The calendar shift resulted
in a thirteen week period for the fourth quarter ended December
31, 2009 as compared to a fourteen week period for the fourth
quarter ended January 1, 2009 and a fifty-two week period for four
quarters ended December 31, 2009 as compared to a fifty-three week
period for four quarters ended January 1, 2009.  Reconciliations
of non-GAAP financial measures are provided in the financial
schedules accompanying this press release.

Regal's Board of Directors also declared a cash dividend of $0.18
per Class A and Class B common share, payable on March 16, 2010,
to stockholders of record on March 4, 2010.  The Company intends
to pay a regular quarterly dividend for the foreseeable future at
the discretion of the Board of Directors depending on available
cash, anticipated cash needs, overall financial condition, loan
agreement restrictions, future prospects for earnings and cash
flows as well as other relevant factors.

"We are pleased to report that 2009 was a record year for both
Regal and our industry. Our highest-ever annual Adjusted EBITDA
was driven by the industry's first $10 billion box office and by
our commitment to providing a quality theater experience to our
patrons," stated Amy Miles, CEO of Regal Entertainment Group.  "As
we look ahead, we are excited about the opportunities created by
the upcoming completion of the DCIP financing and by the number of
premium format films included in the 2010 film slate," Miles
continued.

A full-text copy of the Company's quarterly report on Form 10-Q is
available for free at http://ResearchArchives.com/t/s?536f

                 About Regal Entertainment Group

Regal Entertainment Group operates the largest and most
geographically diverse theatre circuit in the United States,
consisting of 6,778 screens in 549 theatres in 39 states and the
District of Columbia as of July 2, 2009, with over 245 million
annual attendees for the 53-week fiscal year ended January 1,
2009.  REG's geographically diverse circuit includes theatres in
all of the top 32 and 44 of the top 50 United States designated
market areas.

REG operates multi-screen theatres and, as of July 2, 2009, had an
average of 12.3 screens per location, which is well above the
North American motion picture exhibition industry 2008 average of
6.7 screens per location.  REG develops, acquires and operates
multi-screen theatres primarily in mid-sized metropolitan markets
and suburban growth areas of larger metropolitan markets
throughout the United States.

REG also have an investment in National CineMedia, LLC, which
primarily concentrates its efforts on in-theatre advertising and
creating complementary business lines that leverage the operating
personnel, asset and customer bases of its theatrical exhibition
partners, which includes REG, AMC Entertainment, Inc. and
Cinemark, Inc.

As of October 1, 2009, the Company had total assets $2.512 billion
against total liabilities of $2.771 billion.  As of October 1,
2009, the Company had stockholders' deficit attributable to REG of
$257.9 million.

                          *     *     *

According to the Troubled Company Reporter on Oct. 20, 2009,
Fitch Ratings has affirmed this rating on Regal Entertainment
Group and Regal Cinemas Corporation: RGC (i) Issuer Default Rating
'B+'; and (ii) Senior unsecured convertible notes 'CCC/RR6'.


REHABCARE GROUP: Bank Debt Trades at less Than 1% Off
-----------------------------------------------------
Participations in a syndicated loan under which RehabCare Group,
Inc., is a borrower traded in the secondary market at 99.58 cents-
on-the-dollar during the week ended Friday, Feb. 19, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.50
percentage points from the previous week, The Journal relates.
The Company pays 400 basis points above LIBOR to borrow under the
facility, which matures on Nov. 24, 2015.  The bank debt is not
rated by Moody's and Standard & Poor's.  The debt is one of the
biggest gainers and losers among 187 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

As reported by the Troubled Company Reporter on Nov. 6, 2009,
Moody's assigned a Ba3 rating to RehabCare Group, Inc.'s proposed
credit facilities, consisting of a $125 million revolver and a
$500 million term loan.  Moody's also assigned a Ba3 Corporate
Family Rating and a B1 Probability of Default Rating to the
company.  The outlook for the ratings is stable.  Further, Moody's
assigned a Speculative Grade Liquidity Rating of SGL-2.  This is
the first time Moody's has assigned ratings to RehabCare.

On Nov. 9, 2009, the TCR reported that Standard & Poor's assigned
its 'BB-' corporate credit rating to RehabCare Group.  The outlook
is stable.  Standard & Poor's assigned its 'BB' rating to the
proposed issue of a senior secured bank facility, with a recovery
rating of '2', indicating a substantial (70%-90%) expectation of
recovery in the event of a default.

RehabCare provides rehabilitation program management services in
hospitals, skilled nursing facilities, outpatient facilities and
other long-term care facilities located in 43 states.  In
partnership with healthcare providers, the company provides post-
acute program management, medical direction, physical therapy
rehabilitation, quality assurance, compliance review, specialty
programs and census development services.  The company also owns
and operates seven LTACHs and six rehabilitation hospitals, and
provides other healthcare services, including healthcare
management consulting services and staffing services for
therapists and nurses.  For the twelve months ended Sept. 30,
2009, the company recognized revenues of approximately
$807 million.


REICHHOLD INDUSTRIES: Moody's Gives Stable Outlook; Keeps Ratings
-----------------------------------------------------------------
Moody's Investors Service changed the outlook on Reichhold
Industries, Inc.'s ratings to stable from negative reflecting the
relative stabilization in demand in the company's key end markets,
albeit at lower than historical levels, better than expected
operating margins and stable liquidity profile.  Moody's also
affirmed Reichhold's Caa1 Corporate Family Rating and Caa2 ratings
on the notes due 2014.

The stable outlook reflects reduced uncertainty over the economic
outlook for Reichhold's key end markets globally, margins that
have benefited from significant cost cutting initiatives and a
liquidity profile that is expected to remain good.  The outlook
recognizes that despite a continuing difficult environment, the
company has been able to increase its presence in emerging markets
and generate positive free cash flow over the last year.

The Caa1 CFR reflects Moody's expectations that the continuing
difficult market conditions faced by the company in many of its
key end markets (e.g., residential housing, construction, marine)
and the slow global economic recovery will continue to result in
depressed sales volumes (versus historical levels) and
profitability for Reichhold throughout 2010, although the volume
levels are likely to be somewhat better than in 2009.  As a
result, Moody's anticipates that Reichhold could generate negative
free cash flow over the next twelve months as the positive impact
on cash flows experienced in 2009 of lower raw material and energy
commodity prices and working capital requirements will not
continue.  Moreover, key credit metrics (Debt to EBITDA, Retained
Cash Flow to Debt, and Free Cash Flow to Debt) are likely to be
weak in 2010.

However, if Reichhold's sales volumes improve, margins remain
solid and it generates positive free cash flow reflective of a
higher rating, a single notch upgrade may be considered.  The
ratings could come under further pressure if Reichhold's margins
and economic conditions in its end markets deteriorate, and/or
liquidity (cash plus the accessible borrowing capacity under its
revolver) drop below $50 million on a sustained basis.
Additionally, any significant increase in environmental
liabilities or litigation costs, or a change in the company's
liability profile, could put downward pressure on the rating.

The loss-given-default rate on the notes have changed slightly due
to minor changes in the firm's liability structure.  These
summarizes the ratings:

Reichhold Industries, Inc.

Ratings affirmed:

* Corporate Family Rating -- Caa1

* Probability of Default Rating -- Caa1

* $195 million of senior unsecured notes due 2014 -- Caa2 (LGD4,
  65%) from Caa2 (LGD4, 64%)

* Outlook: Stable

Moody's last rating action for Reichhold was on June 2, 2009, when
Moody's downgraded Reichhold's CFR to Caa1 from B2, and the rating
on its senior notes to Caa2 from B3 reflecting the slowdown in
demand for its products, uncertainty regarding the outlook for
product demand and liquidity concerns.

Reichhold is a leading supplier of unsaturated polyester resins
for composites applications and of resins and other polymers for
coatings applications.  Revenues for the LTM period ending
September 30, 2009, were approximately $912 million.


SECUREALERT INC: Posts $5.5-Mil. Net Loss in Q1 Ended Dec. 31
-------------------------------------------------------------
SecureAlert, Inc., incurred a net loss of $5,525,203 for the three
months ended December 31, 2009, compared with a net loss of
$4,934,159 for the same period of 2008.

For the three months ended December 31, 2009, the Company had
revenues of $3,196,623, compared to $3,222,297 for the three
months ended December 31, 2008, a decrease of $25,674.  Although
total revenues decreased, revenues from monitoring services
increased from $2,869,547 for the three months ended December 31,
2008, to $3,146,253 for the three months ended December 31, 2009.
The Company shifted its focus to leasing monitoring equipment
instead of device sales.  Product revenues decreased from $352,750
for the three months ended December 31, 2008, to $50,370 for the
three months ended December 31, 2009.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed $8,212,402 in total assets and $25,255,098 in total
liabilities, resulting in a $17,042,696 shareholders' deficit.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $2,692,487 in total current
assets available to pay $23,099,738 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?5372

                       Going Concern Doubt

The Company has incurred recurring net losses, negative cash flows
from operating activities, and an accumulated deficit.  "These
factors raise substantial doubt about the Company's ability to
continue as a going concern."

The Company had an accumulated deficit of $211,290,699 as of
December 31, 2009.

The Company is presently unable to finance its  business solely
from cash flows from operating activities.  During the three
months ended December 31, 2009, the Company financed its business
primarily from the issuance of debt and the issuance of stock
providing cash proceeds of $1,531,304.

As of December 31, 2009, the Company had unrestricted cash of
$418,206 and a working capital deficit of $20,407,251, compared to
unrestricted cash of $602,321 and a working capital deficit of
$16,476,897 as of September 30, 2009.  For the three months ended
December 31, 2009, operating activities used cash of $1,564,217,
compared to $2,687,201 of cash used in operating activities for
the three months ended December 31, 2008.

                      About SecureAlert Inc.

Headquartered in Sandy, Utah, SecureAlert, Inc. (formerly
RemoteMDx, Inc.) (OTC BB: RMDX) -- http://www.securealert.com/--
and subsidiaries market and deploy offender management programs,
combining patented GPS tracking technologies, fulltime 24/7/365
intervention-based monitoring capabilities and case management
services.

RemoteMDx, Inc., filed an amendment to its Articles of
Incorporation changing its corporate name to SecureAlert, Inc.
Additionally, the Company's subsidiary, SecureAlert, Inc., filed
an amendment to its Articles of Incorporation changing its
corporate name to SecureAlert Monitoring, Inc.


SHERWOOD FARMS: Taps Latham Shuker to Handle Reorganization Case
----------------------------------------------------------------
Sherwood Farms, Inc., asks the U.S. Bankruptcy Court for the
Middle District of Florida for permission to employ Latham Shuker
Eden & Beaudine LLP as counsel.

LSEB will:

   -- advise regarding the Debtor's rights and duties in the
      Chapter 11 case;

   -- prepare pleadings related to the Chapter 11 case, including,
      a disclosure statement and a plan of reorganization; and

   -- take any and all necessary actions incident to the proper
      preservation and administration  of the Debtor's estate.

The Debtor relates that LSEB is also the proposed counsel of its
affiliate -- Sherwood Investments Overseas, Ltd., Inc.

Prepetition, LSEB received $5,939 from Caceis Fastent Ireland,
Ltd., for postpetition services and expenses.  LSEB also received
$19,060 on a current basis with respect to preparing and filing
the petitions.

To the best of the Debtor's knowledge, LSEB is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The firm can be reached at:

     Latham Shuker Eden & Beaudine LLP
     390 North Orange Avenue, Suite 600
     Orlando, FL 32801
     Tel: (407) 481-5800
     Fax: (407) 481-5801

Groveland, Florida-based Sherwood Farms, Inc., is a grower and
wholesaler of orchids.  Sherwood said owes $7 million to first and
second-lien lenders.  Sherwood said in a filing that cash,
accounts receivable, inventory, and real property are worth
$8 million.

The Company filed for Chapter 11 bankruptcy protection on
January 15, 2010 (Bankr. M.D. Fla. Case No. 10-00578).  Mariane L.
Dorris, Esq., at Latham Shuker Eden & Beaudine LLP, assists the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.

The Company's affiliate, Sherwood Investments Overseas Limited
Incorporated, filed a separate Chapter 11 petition.


SIX FORKS LHDH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Six Forks LHDH LLC
        112 Brittingham Loop
        Apex, NC 27502

Bankruptcy Case No.: 10-01254

Chapter 11 Petition Date: February 18, 2010

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

Debtor's Counsel: Jason L. Hendren, Esq.
                  Hendren & Malone, PLLC
                  4600 Marriott Drive, Suite 150
                  Raleigh, NC 27612
                  Tel: (919) 573-1422
                  Fax: (919) 420-0475
                  Email: bwood@hendrenmalone.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/nceb10-01254.pdf

The petition was signed by Bradley J. Christians, president of the
Company.


SOUTHPEAK INTERACTIVE: Incurs $2.6-Mil. Loss in Q2 for Fiscal 2010
------------------------------------------------------------------
SouthPeak Interactive Corporation reported a net loss of
$2.6 million for the fiscal 2010 second quarter ended December 31,
2009, compared with net income of $1.2 million in the second
quarter of fiscal 2009.

For the second quarter ended December 31, 2009, SouthPeak reported
net revenues of $10.1 million, compared with $17.3 million in the
second quarter ended December 31, 2008.  The decrease in revenues
was primarily due to a decrease in the number of titles released
in the fiscal 2010 period.  Titles released in the fiscal 2009
period also included games for the Xbox 360 and PS3, which sell at
a higher Manufacturer's Suggested Retail Price ("MSRP"), whereas
the new releases in the fiscal 2010 period only included Nintendo
DS and Wii product, which sell at a lower MSRP.

For the three months ended December 31, 2009, gross profit
decreased to $3.2 million, or 32% of revenues, from $8.8 million,
or 51% of revenues, in the 2008.  The decrease in gross profit was
due primarily to selling fewer units for next generation
platforms, which have a higher MSRP, in the three months ended
December 31, 2009, versus the prior period.

Total operating expenses for the second quarter of fiscal 2010
decreased by 29% to $5.3 million, compared with $7.5 million in
the second quarter of fiscal 2009.  The decrease in operating
expenses for the fiscal 2010 period, was due primarily to a
$3.3 million gain in the settlement of trade payables resulting
from the termination of a distribution agreement, as well as a 44%
reduction in sales and marketing expense to $2.2 million, compared
with $4.0 million in the comparable prior year period.  The
reduction in sales and marketing costs was due to lower direct
spending as a result of releasing fewer titles.  Improvements to
operating expenses were partially offset by $3.1 million in
litigation costs associated with legal fees and a UK judgment
associated with SouthPeak's legal proceedings with CDV Software
Entertainment A.G.

                        Six Months Results

The Company reported a net loss of $2.0 million on net revenues of
$26.8 million for the six months ended December 31, 2009, compared
to a net loss of $385,209 on net revenues of $25.7 million for the
same period of fiscal 2009.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed $34.5 million in total assets, $34.2 million in total
liabilities, and $308,236 in total shareholders' equity.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $20.4 million in total current
assets available to pay $32.6 million in total current
liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?53ab

                       Going Concern Doubt

On February 16, 2010, the Company's independent auditors noted in
their quarterly report for the period ended December 31, 2009,
that the Company's default on a production advance payable, the
material uncertainty in connection with the renewal of its line of
credit and its significant contingencies raise substantial doubt
about the Company's ability to continue as a going concern.

SouthPeak relates that it is currently in the process of renewing
its line of credit with SunTrust, as well as attempting to
expeditiously resolve its contingencies for amounts significantly
less than currently accrued for in order to reduce its aggregate
liabilities on its balance sheet and actively controlling its cost
structure to better align with its revenue stream.

At December 31, 2009, the outstanding line of credit balance was
$5.3 million and the remaining available under the line of credit
amounted to $49,796.

                   About SouthPeak Interactive

Midlothian, Va.-based SouthPeak Interactive Corporation (OTC BB:
SOPK) -- http://www.southpeakgames.com/-- develops and publishes
interactive entertainment software for all current hardware
platforms including: PlayStation(R)3 computer entertainment
system, PSP(R) (PlayStation(R)Portable) system, PlayStation(R)2
computer entertainment system, PSP(R)go system, Xbox 360(R)
videogame and entertainment system, Wii(TM), Nintendo DS(TM),
Nintendo DSi(TM) and PC.  SouthPeak's games cover all major genres
including action/adventure, role playing, racing, puzzle strategy,
fighting and combat.  SouthPeak's products are sold in retail
outlets in North America, Europe, Australia and Asia.  SouthPeak
also  has offices in Grapevine, Texas and Leicester, England.


SPANSION INC: Reaches Settlement with Ex-Employees on Class Suit
----------------------------------------------------------------
Girard Gibbs LLP, Stueve Siegel Hanson LLP, and Rudy Exelrod Zieff
& Lowe LLP disclosed that a proposed class action settlement has
been reached in a lawsuit brought on behalf of former employees of
Spansion Inc. whose employment was terminated on or around
February 23, 2009.  The settlement resolves claims that Spansion
violated the California and federal Worker Adjustment and
Retraining Notification Acts ("WARN" Act) by failing to provide
terminated employees with adequate advance notification of the
mass layoff.  The WARN Act generally requires companies with 100
or more employees to provide sixty calendar day advance
notification of plant closings and mass layoffs.

Under the proposed settlement, more than 750 former Spansion
employees will receive a portion of an $8.568 million global
settlement fund, with cash payments to be made directly to class
members.  Certain individuals will have the option of receiving a
portion of their settlement benefits compensated through stock or
a liquidated stock distribution. Class members include more than
600 terminated employees from the Sunnyvale, California location
and more than 150 employees who were let go in Austin, Texas.

The lawsuit, entitled Cabreros and Refuerzo, et al. v. Spansion,
LLC and Spansion, Inc., Adversary Proceeding No. 09-50409-KJC, was
filed in the United States Bankruptcy Court for the District of
Delaware. The class was represented by Girard Gibbs LLP, Stueve
Siegel Hanson LLP and Rudy Exelrod Zieff & Lowe LLP.

"The settlement is a great resolution to this case because it will
provide each former employee with substantial compensation
intended to remedy the financial impact of the sudden job loss,"
said Eric Gibbs of San Francisco-based Girard Gibbs LLP.  "We have
been very proud and pleased to help class members press for their
rights under the WARN Act and to obtain a great result in the face
of multiple defenses and a company in bankruptcy," added Kenneth
Sugarman of Rudy Exelrod Zieff & Lowe LLP.

A preliminary approval hearing is scheduled for March 23, 2010. To
find out more information about the settlement, visit:

            http://www.classactionagainstspansion.com

Girard Gibbs LLP is one of the nation's leading firms in
prosecuting complex litigation cases including class and mass
action cases.  Rudy, Exelrod, Zieff & Lowe, LLP is a nationally-
recognized firm specializing in representing employees in
individual and class action cases.  Stueve Siegel Hanson LLP
represents plaintiffs and defendants nationwide in complex
securities, business, class action, wage and hour, environmental,
and product litigation and trials.

                    About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


STANDARD FORWARDING: Cash Collateral Hearing Set for February 24
----------------------------------------------------------------
The Hon. Thomas L. Perkins of the U.S. Bankruptcy Court for the
Central District of Illinois will consider at a hearing on
February 24, 2010, at 11:00 a.m., Standard Forwarding Co., Inc.'s
access to cash collateral and DIP credit facility.  The hearing
will be held at the Federal Building, Room 121, 100 NE Monroe
Street, Peoria, Illinois.

The Debtor won Court's interim approval to use cash collateral
securing obligation to its prepetition lenders, and obtain
$1 million DIP financing from First Midwest.

The maturity date of the DIP credit facility is extended until
February 28, 2010.

The Debtor would use the money to fund its Chapter 11 case and pay
suppliers and other parties.  The Debtor will also use the cash
collateral to provide additional liquidity.

As reported in the Troubled Company Reporter on November 23, 2009,
the DIP facility will incur interest at Prime+ 3.5%.  In the event
of default, the Debtors will pay an additional 3.0% default
interest.

The DIP facility will be secured by a valid first priority
perfected security interest in all assets of the Debtor.

The DIP lien is subject to a carve-out for U.S. Trustee and Clerk
of Court fees: up to $75,000 in fees payable to professional
employed in the Debtors' case; $25,000 for professionals of the
Committee in pursuing actions challenging the DIP Lenders' lien,
plus UST Fees, less unapplied prepetition retainers.

In exchange for using the cash collateral, the Debtor granted the
DIP Lender (a) replacement liens and security interests and
mortgages in the DIP Collateral to the same extent, validity and
priority as the liens of the First Midwest on the Prepetition
Collateral; and (b) a superpriority administrative expense claim.

               About Standard Forwarding Co., Inc.

East Moline, Illinois-based Standard Forwarding Co., Inc., filed
for Chapter 11 bankruptcy protection on November 13, 2009 (Bankr.
C.D. Ill. Case No. 09-83707).  Erich Buck, Esq., who has an office
in Chicago, Illinois, assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


STAR I LLC: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Star I, LLC
        PO Box 7158
        East Wenatchee, WA 98802

Bankruptcy Case No.: 10-00864

Chapter 11 Petition Date: February 18, 2010

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

Judge: Patricia C. Williams

Debtor's Counsel: Charles R. Steinberg, Esq.
                  Steinberg Law Firm PS
                  119 Fifth Street
                  Wenatchee, WA 98801
                  Tel: (509) 662-3202
                  Fax: (509) 662-5221
                  Email: steinbergc@me.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 $5,602,200,
and total debts of $2,664,407.

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/waeb10-00864.pdf

The petition was signed by R. George McKinzie.


STARPOINTE ADERRA: Court Approves Sale of 3 Condominium Units
-------------------------------------------------------------
The Hon. Randolph J. Haines of the U.S. Bankruptcy Court for the
District of Arizona authorized Starpointe Aderra Condominiums
Limited Partnership to sell three condominium units to third party
purchasers.

Condominium unit 2007 will be sold to Steve and Lenni Wilson; unit
2027 to Robert and Kimberly Hart; and unit 2043 to the Virginia R.
Wilson Trust.

The Court also approved the payment of a 3% brokerage fee at
closing of each transaction to Starpointe Marketing Concepts, LLC,
the Debtor's broker to market the sale of its condominium Units.

Scottsdale, Arizona-based Starpointe Aderra Condominiums Limited
Partnership is an upscale community of 312 homes in 13 three-
storey buildings.  The Company filed for Chapter 11 bankruptcy
protection on December 29, 2009 (Bankr. D. Ariz. Case No. 09-
33625).  Warren J. Stapleton, Esq., at Osborn Maledon, assists the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


STATION CASINOS: Hearing on Fee Applications on February 25
-----------------------------------------------------------
Professionals retained in Station Casinos Inc.'s bankruptcy cases
filed interim applications for the allowance of fees and expenses
incurred for the period from August 1, 2009, through November 30,
2009:

A. Debtors

Professional                  Period         Fees     Expenses
------------                  ------         ----     --------
FTI Consulting, Inc.        08/11/2009-   $948,108      $57,492
(Debtors)                   11/30/2009

Ernst & Young LLP           07/28/2009-    $512,642     $3,088
                            11/30/2009

Lewis and Roca LLP          07/28/2009-    $134,672    $13,834
                            11/30/2009

Milbank, Tweed, Hadley &     07/28/2009- $3,985,219   $156,237
McCloy LLP                   11/30/2009

Lazard Freres & Co. LLC      07/28/2009- $1,200,000    $17,224
                             11/30/2009

Squire, Sanders &            08/01/2009-   $708,286   $125,000
Dempsey L.L.P.               11/30/2009

Gibson, Dunn & Crutcher LLP  07/28/2009-   $354,000     $2,600
                             11/30/2009

FTI Consulting, Inc.         07/28/2009-   $217,592       $536
(CMBS Debtors)               11/30/2009

A. The Official Committee of Unsecured Creditors

Professional                  Period         Fees     Expenses
------------                  ------         ----     --------
Fried, Frank, Harris,        08/19/2009- $2,153,345    $79,652
Shriver & Jacobson LLP       11/30/2009

Quinn Emanuel Urquhart       08/20/2009-   $653,953    $22,166
Oliver & Hedges, LLP         11/30/2009

Moelis & Company LLC         08/13/2009-   $600,000    $22,472
                             11/30/2009

Greenberg Traurig, LLP       07/28/2009-   $253,338    $13,095
                             11/30/2009

FTI Consulting, Inc. serves as the financial advisors to the
Debtors.  Ernst & Young, LLP serves as the independent auditor and
tax advisor to the Debtors.  Thomas M. Roche, a member of Ernst &
Young LLP, and Richard J. Haskins, executive vice president,
general counsel, and secretary of Station Casinos, Inc., filed
separate declarations in support of E&Y's First Interim Fee
Application.

Lewis and Roca LLP is the reorganization local counsel of the
Debtors.  Bruce T. Beesley, Esq., a partner at Lewis and Roca LLP
and Richard J. Haskins, executive vice president, general counsel,
and secretary of Station Casinos, Inc., filed separate
declarations in support of the firm's First Interim Fee
Application.

Squire, Sanders & Dempsey L.L.P. is the special counsel to the
Special Litigation Committee of the Board of Directors of Station
Casinos, Inc.  Milbank, Tweed, Hadley & McCloy LLP, is the
reorganization counsel to Station Casinos Inc., et al.  Lazard
Freres & Co. LLC, investment banker and financial advisor to the
Debtors.  Gibson, Dunn & Crutcher LLP serves as special counsel to
the CMBS Debtors.  FTI Consulting, Inc. serves as the financial
Advisors to the Debtors and the CMBS Debtors.

Fried, Frank, Harris, Shriver & Jacobson LLP, is the counsel to
the Official Committee of Unsecured Creditors.  Quinn Emanuel
Urquhart Oliver & Hedges, LLP is the conflicts counsel to the
Official Committee of Unsecured Creditors.  Moelis & Company LLC
is the financial advisor and investment banker to the Committee.
Greenberg Traurig, LLP serves as the Nevada counsel to the
Committee.

Lazard Freres & Co. LLC filed an erratum to correct the
incorrectly stated amount of compensation which is "$1,200,00."
This figure should have been listed as $1,200,000.

These persons filed declarations in support of their firms' First
Interim Fee Applications:

  (a) Robert Flachs, managing director at Moelis & Company LLC,
  (b) Jeanine M. Zalduendo, Esq., an associate at Quinn Emanuel,
      Urquhart Oliver & Hedges, LLP,
  (c) Bonnie Steingart, Esq., a member at Fried Frank, Harris,
      Shriver & Jacobson LLP,
  (c) Nathan Van Duzer, duly elected Chair of the Official
      Committee of Unsecured Creditors,
  (d) Anne Loraditch, Esq., of counsel at Greenberg Traurig,
      LLP,
  (e) Paul S. Aronzon, Esq., a member at Milbank Tweed, Hadley &
      McCloy LLP,
  (f) Richard J. Haskins, executive vice president, general
      counsel, and secretary of SCI.,
  (g) Oscar Garza, Esq., a partner at Gibson, Dunn & Crutcher
      LLP,
  (h) Walt Brown, director of FTI Consulting, Inc., and
  (i) Drew Voth, managing director of FTI Consulting, Inc.

The Court will convene a hearing on February 25, 2010, at 10:00
a.m. to consider the First Interim Fee Applications of the
professionals

                        Debtors' Object

The Debtors objected to the first interim fee application of Quinn
Emanuel Urquhart Oliver & Hedges, LLP for the period from August
20, 2009 to November 30, 2009.

The Debtors relate that in the course of reviewing the Quinn
Emanuel Application, the Debtors noticed a discrepancy regarding
the number of hours billed by Quinn Emanuel professionals.

The Debtors however informed the Court later on that they withdraw
the objection citing no apparent reason for the withdrawal.

                Quinn Emanuel Files Correct Chart

Quinn Emanuel Urquhart Oliver & Hedges, LLP, conflicts counsel to
the Official Committee of Unsecured Creditors, submitted to the
Court a corrected chart, to replace the chart in paragraph 19 of
Quinn its First Interim Fee Application, which inadvertently
included certain attorneys' time incurred in December 2009.

Quinn Emanuel says the total hours expended by its attorneys
during the period from August 20, 2009, through November 30, 2009,
was correctly reflected in the First Interim Fee Application as
1226.4, as now accurately detailed on the updated chart.

                         *     *     *

The Court has allowed the first interim fee application of Squire,
Sanders & Dempsey L.L.P. for the period from August 1, 2009
through November 30, 2009.

The fee of $708,286 sought by Squire Sanders is approved and
allowed on an interim basis.  The expenses of $43,915 is also
approved and allowed on an interim basis.

Squire Sanders is authorized to apply the interim payment of
Squire Sanders's fees and expenses in the amount of $610,544, on
an interim basis.

SCI is directed to pay Squire Sanders $141,657 on account of the
unpaid fees and expenses incurred during the First Interim Period.

                       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: Meeting of GV Ranch Creditors on March 22
----------------------------------------------------------
GV Ranch Station, Inc., manger of Green Valley Ranch resort,
sought protection under Chapter 11 of the Bankruptcy Code on
February 10, 2010.  The filing was made in the U.S. Bankruptcy
Court for the District of Nevada.
The U.S. Trustee for Region 17 will convene a meeting of the
creditors of GV Ranch Station on March 22, at 3:00 p.m., at 300
Booth Street, Room 2110, in Reno, Nevada.

                       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)


SUN-TIMES MEDIA: Court Appoints Fee Examiner
--------------------------------------------
Law360 reports that the judge overseeing the bankruptcy of the
Chicago Sun-Times and its sister media companies has appointed a
fee examiner to review all expense and fee requests for the
professionals involved in the case.

Sun-Times Media Group, Inc. (Pink Sheets: SUTMQ) --
http://www.thesuntimesgroup.com/-- (Pink Sheets: SUTM) owns
media properties including the Chicago Sun-Times and Suntimes.com
and 58 suburban newspaper titles and corresponding Web sites.  The
Company and its affiliates conduct business as a single operating
segment which is concentrated in the publishing, printing, and
distribution of newspapers in greater Chicago, Illinois,
metropolitan area and the operation of various related Web sites.
The Company also has affiliates in Canada, the United Kingdom, and
Burma.

Sun-Times Media's balance sheet at September 30, 2008, showed
total assets of $479.9 million, total liabilities of
$801.7 million, resulting in a stockholders' deficit of roughly
$321.8 million.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on March 31, 2009 (Bankr. D. Del. Case No. 09-11092).
James H.M. Sprayregan, P.C., James A. Stempel, Esq., David A.
Agay, Esq., and Sarah H. Seewer, Esq., at Kirkland & Ellis LLP,
assist the Debtors in their restructuring efforts.  Sun-Times
Media's investment banker is Rothschild Inc.  and its estructuring
advisor is Huron Consulting Group.  Kurtzman Carson Consultants
LLC is the Debtors' claims agent.  As of November 7, 2008, the
Debtors listed $479,000,000 in assets and $801,000,000 in debts.


SWIFT TRANSPORTATION: Bank Debt Trades at 7% Off
------------------------------------------------
Participations in a syndicated loan under which Swift
Transportation Co., Inc., is a borrower traded in the secondary
market at 93.16 cents-on-the-dollar during the week ended Friday,
Feb. 19, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents a drop
of 1.59 percentage points from the previous week, The Journal
relates.  The Company pays 325 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 15, 2014, and
carries Moody's B3 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among 187 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Swift Transportation Co., Inc. -- http://www.swifttrans.com/--
hauls freight such as building materials, paper products, and
retail merchandise throughout the U.S. and in Mexico.  The Company
operates a fleet of about 18,000 tractors and 48,000 trailers from
a network of about 40 terminals.  Its services include dedicated
contract carriage, in which drivers and equipment are assigned to
a customer long-term.  Besides standard dry ans, Swift's fleet
includes refrigerated, flatbed, and other specialized trailers, as
well as about 5,800 intermodal containers.


TAMPA FORK LIFT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Tampa Fork Lift, Inc.
        P.O. Box 76054
        Tampa, FL 33675

Bankruptcy Case No.: 10-03377

Chapter 11 Petition Date: February 18, 2010

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

Judge: Caryl E. Delano

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: $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/flmb10-03377.pdf

The petition was signed by Gary A. Mansell, president of the
company.


TELIPHONE CORP: Earns $143,807 in 1st Qtr. Ended December 31
------------------------------------------------------------
Teliphone Corp. reported net income applicable to common shares of
$143,807 on revenues of $1,394,535 for the three months ended
December 31, 2009, compared with net income applicable to common
shares of $14,242 on revenues of $319,690 for the same period of
2008.

For the period ending December 31, 2009, revenue was derived from
the sale of $1,331,791 of VoIP hardware and services to
residential and business retail clients and $62,744 VoIP hardware
and services to wholesale customers.  For the period ending
December 31, 2008, revenue was derived from the sale of $295,063
of VoIP hardware and services to residential and business retail
clients and $24,627 VoIP hardware and services to wholesale
customers.

Results for the current quarter includes a one-time, non-cash gain
of $114,805 due to a negotiated settlement with a large supplier.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed total assets of $1,652,419, total liabilities of
$1,312,403, and total stockholders' equity of $340,016.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $768,433 in total current
assets available to pay $1,241,575 in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?5373

                       Going Concern Doubt

The Company has a working capital deficiency of $473,142 as of
December 31, 2009, and has an accumulated deficit of $1,506,902
through December 31, 2009.  While the Company demonstrates that it
has recently become profitable, the existence of the working
capital deficiency continues to raise substantial doubt about the
Company's ability to continue as a going concern.

                      About Teliphone Corp.

Based in Miami Beach, Fla., Teliphone Corp. (OTC BB: TLPH)
-- http://www.teliphone.ca/-- provides broadband telephone
services utilizing its voice over Internet protocol (VoIP)
technology platform in Canada.  The Company was founded in 2004
and is based in Montreal, Canada.


TEXAS WYOMING: Causes of Action Preserved Under Plan
----------------------------------------------------
WestLaw reports that although, under the Fifth Circuit's United
Operating standard, the language in a Chapter 11 plan providing a
blanket reservation did not preserve for the reorganized debtor
claims that belonged to the bankruptcy estate, the language in the
associated disclosure statement sufficiently identified the
debtor's potential claims against a law firm and an attorney for
breach of contract, breach of the duty of care, and legal
malpractice for the debtor to retain post-confirmation standing to
pursue such claims.  The disclosure statement identified the
subject defendants by name and identified the basis for the causes
of action against them.  Accordingly, creditors reading the
disclosure statement and the underlying plan would have expected
the debtor to pursue the defendants post-confirmation in her
performance of the plan.  In re Texas Wyoming Drilling, Inc., ---
B.R. ----, 2010 WL 276653 (Bankr. N.D. Tex.) (Lynn, J.).

Drilling contractor and service company Texas Wyoming Drilling,
Inc. -- http://www.texaswyoming.com-- sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 07-41650) on Apr. 16, 2007;
is represented by Jeffery D. Carruth, Esq., Mark A. Castillo,
Esq., and Stephanie Diane Curtis, Esq., at The Curtis Law Firm,
P.C., in Dallas, Tex.; and estimated its assets and debts at more
than $1 million to $100 million at the time of the filing.

The Bankruptcy Court confirmed Texas Wyoming's Chapter 11 plan on
Nov. 13, 2008, and that plan was declared effective before the end
of the year.  The Reorganized Debtor commenced post-confirmation
litigation (Bankr. N.D. Tex. Adv. Pro. No. 09-04015) on Apr. 29,
2009, against recipients of dividends, asserting that dividend
payments were avoidable as fraudulent transfers.  On July 14,
2009, following a material default under the chapter 11 plan, the
Court, sua ponte based on 11 U.S.C. Sec. 1112(b)(4)(N), converted
the Reorganized Debtor's chapter 11 case to a Chapter 7
proceeding, and the U.S. Trustee appointed John Dee Spicer to
serve as the Chapter 7 Trustee.  The recipients moved for summary
judgment, arguing, inter alia, that debtor lacked standing to
pursue the avoidance claims.  The Honorable Dennis Michael Lynn
disagrees, and gave Mr. Spicer the green light to pursue his
claims against the recipients.


THREE-FIVE SYSTEMS: Sets Final Liquidating Payment on February 24
-----------------------------------------------------------------
Three-Five Systems, Inc., disclosed that it anticipates making its
final liquidating distribution to certain of its stockholders on
or about February 24, 2010.  The Company had been awaiting
confirmation from the Depository Trust Company of the length of
additional time DTC needed to prepare for the distribution.

The distribution will be made in accordance with the terms of the
Amended Joint Plan of Reorganization of the Company that was
confirmed by the United States Bankruptcy Court (the "Plan") on
August 30, 2006.  The Company announced the final liquidating
distribution on December 29, 2009.  Except for the payment date,
there have been no changes in the terms or conditions associated
with the distribution, including the amount payable to
stockholders.

                      About Three-Five Systems

The Company previously conducted the business of providing
specialized electronics manufacturing services to original
equipment manufacturers (OEMs).  The Company has ceased conducting
business operations.  Its only activities consist of liquidating
its assets and preparing for dissolution pursuant to the Plan.
"Three-Five Systems" and "TFS-DI" are trademarks of the Company.
All other trademarks used herein are the property of their
respective owners.


TLC VISION: Amended Plan Promises to Return 100% to Unsecureds
--------------------------------------------------------------
TLC Vision (USA) Corp. and its units filed with the U.S.
Bankruptcy Court for the District of Delaware a disclosure
statement with respect to their amended Chapter 11 Plan of
Reorganization.

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan provides for the
distribution of the proceeds derived from the sale of the Debtors'
assets, under the Plan Sponsor agreement to the Debtors' secured
and unsecured creditors.  Holders of the allowed Class A4, B3 and
C5 prepetition lender secured claims in will be paid in full.
Holders of allowed Class A5 and B4 general unsecured claims will
receive a pro rata distribution from a cash pool established for
the claims.  Holders of allowed Class 3 general unsecured claims
will be paid in full or the claims will be reinstated.

Under the Plan, each holder of general unsecured claim will
receive, in full satisfaction, settlement, release, extinguishment
and discharge of the claim, its pro rata share of: (i) cash in the
amount of 90% of the aggregate amount of all allowed Class A5
claims, up to a maximum amount (when combined with amount of all
allowed Class B4 claims) of $9,000,000; and (ii) from the general
unsecured creditor note, 10% of all allowed Class A5 claims, up to
a maximum amount (when combined with allowed Class B4 claims) of
$3,000,000; provided, however, that in the event that holders of
allowed Class A5 claims are paid in full, any remaining balance
will be distributed pro rata to holders of allowed claims in Class
B4.

Estimated percentage recovery is 100% of their claims.  In the
original iteration of the Plan, holders of general unsecured
claims against TLC USA were to recovery only recover 10%.

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

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

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

TLCVision -- http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.

TLC Vision (USA) Corporation, and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473).  The petition says assets and debts are
$100 million to $500 million.

The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP.  The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.  Epiq Bankruptcy Solutions is claims and
notice agent.


TLC VISION: Creditors Have Until March 22 to File Proofs of Claim
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established March 22, 2010, at 5:00 p.m. (prevailing Eastern Time)
as the last day for any individual or entity to file proofs of
claim against TLC Vision (USA) Corp. and its debtor-affiliates.

The Court also set June 21, 2010, at 5:00 p.m. (ET) as the
governmental unit bar date.

Proofs of claim must be delivered to:

1. Via first class mail:

   TLC Vision (USA) Corporation Claims Processing Center
   c/o Epiq Bankruptcy Solutions, LLC
   FDR Station, P.O. Box 5082
   New York, NY 10150-5082

2. Via hand delivery or overnight mail:

   TLC Vision Corporation Claims Processing Center
   c/o Epiq Bankruptcy Solutions, LLC
   757 Third Avenue, 3rd Floor
   New York, NY 10017

TLCVision -- http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.

TLC Vision (USA) Corporation, and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473).  The petition says assets and debts are
$100 million to $500 million.

The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP.  The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.  Epiq Bankruptcy Solutions is claims and
notice agent.


TLC VISION: Files Schedules of Assets and Liabilities
-----------------------------------------------------
TLC Vision (USA) Corp. filed with the U.S. Bankruptcy Court filed
for the District of Delaware new schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property          $123,178,334
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $107,699,504
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $102,768
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $14,353,983
                                 -----------      -----------
        TOTAL                   $123,178,334     $122,156,255

TLCVision -- http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.

TLC Vision (USA) Corporation, and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473).  The petition says assets and debts are
$100 million to $500 million.

The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP.  The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.  Epiq Bankruptcy Solutions is claims and
notice agent.


TRIBUNE CO: Bank Debt Trades at 40% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 59.93 cents-on-the-
dollar during the week ended Friday, Feb. 19, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 0.95 percentage points
from the previous week, The Journal relates.  The loan matures
May 17, 2014.  Tribune pays 300 basis points above LIBOR to borrow
under the facility.  Moody's has withdrawn its rating on the bank
debt, while it is not rated by Standard & Poor's.  The debt is one
of the biggest gainers and losers among 187 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


UNI IMAGING: MRI Lease Was Not a Disguised Financing Deal
---------------------------------------------------------
WestLaw reports that the price at which a Chapter 11 debtor had
the option of acquiring leased magnetic resonance imaging (MRI)
equipment at the end of the 66-month lease term, in the amount of
$175,000, could not be regarded as "nominal" in relation to the
equipment's anticipated remaining value of $328,742, especially
where it would cost the debtor no more than $26,000 to remove the
equipment and return it to the lessor.  Accordingly, the lease
agreement failed Pennsylvania's statutory "bright line" test for
recharacterization as a security agreement.  A bankruptcy judge
also held that the debtor failed to show that the lessor would
retain no meaningful residual interest in the equipment at the end
of the lease term, and directed the debtor to assume or reject the
lease.  In re Uni Imaging Holdings, LLC, --- B.R. ----, 2010 WL
148422 (Bankr. N.D.N.Y.) (Gerling, J.).

Uni Imaging Holdings, LLC, sought Chapter 11 protection (Bankr.
N.D.N.Y. Case No. 08-61716) on July 21, 2008; is represented by
Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., in
Syracuse, N.Y.; and estimated its assets at less than $1 million
and its debts at less than $10 million at the time of the filing.


US CONCRETE: Hires Kirkland, Lazard & Alix for Restructuring
------------------------------------------------------------
U.S. Concrete, Inc., has engaged Lazard Freres & Co. LLC and
AlixPartners as its financial advisors, and Kirkland & Ellis LLP
as its legal advisor, to assist the Company in assessing potential
alternatives to strengthen its balance sheet.  These alternatives
include addressing the Company's 8 3/8% senior subordinated notes
due April 1, 2014.

U.S. Concrete also announced that it has entered into an amendment
of its senior credit facility to, among other items, temporarily
lower the springing fixed-charge coverage ratio availability
trigger from $25 million to $20 million to provide the Company an
additional $5.0 million in short-term liquidity until April 30,
2010.  The Company also received a waiver through April 30, 2010
regarding a default for any non-payment of the interest payment on
the senior subordinated notes due April 1, 2010.  The full
amendment will be attached as an exhibit to the Company's Form 8-
K, which will be filed shortly.

"We believe that engaging in discussions with our bondholders to
improve our capital structure and provide financial flexibility is
in the best interest of the Company and its constituents," said
Michael W. Harlan, U.S. Concrete's President and Chief Executive
Officer.  "As we have previously disclosed, we continue to face
economic headwinds which, combined with the recent inclement
weather we have experienced in each of our markets, has placed
added pressure on our liquidity.  We believe the amendment of our
senior credit facility provides us with additional access to
liquidity to continue to provide quality service and products to
our customers throughout this process."

                       About U.S. Concrete

U.S. Concrete services the construction industry in several major
markets in the United States through its two business segments:
ready-mixed concrete and concrete-related products; and precast
concrete.  The Company has 125 fixed and 11 portable ready-mixed
concrete plants, seven precast concrete plants and seven producing
aggregates facilities.  During 2008 (including acquired volumes),
these plant facilities produced approximately 6.3 million cubic
yards of ready-mixed concrete and 3.5 million tons of aggregates.


US FOODSERVICE: Bank Debt Trades at 14% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which U.S. Foodservice,
Inc., is a borrower traded in the secondary market at 86.15 cents-
on-the-dollar during the week ended Friday, Feb. 19, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.60
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on July 3, 2014.  It carries
Moody's B2 rating and is not rated by Standard & Poor's.  The debt
is one of the biggest gainers and losers among 187 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

U.S. Foodservice, Inc. -- http://www.usfoodservice.com/-- is a
foodservice supplier serving some 250,000 customers from more than
70 distribution facilities.  The Company supplies restaurants,
hotels, school, and other foodservice operators with a wide
variety of food products, including canned and dry foods, meats,
frozen foods, and seafood.  It also distributes kitchen equipment
and cleaning supplies among other non-food supplies.  U.S.
Foodservice distributes both national brand products and its own
private labels.  Tracing its roots to 1853, the company is owned
by private equity firms KKR & Co. and Clayton, Dubilier & Rice.


UNISYS CORPORATION: Board Names Paul Weaver as Director
-------------------------------------------------------
The Board of Directors of Unisys Corporation elected Paul E.
Weaver as the company's director and named Mr. Weaver to the Audit
Committee of the Board.

Mr. Weaver was with PricewaterhouseCoopers from 1972 to 2006,
serving as the firm's Vice Chairman from 1994 to 1999 and as
Chairman of its Global Technology and Infocomm practice from 1999
to 2006.  Mr. Weaver is currently a director of AMN Healthcare,
Inc.

Clayton M. Jones has decided that he will not stand for reelection
as a director of Unisys Corporation at the company's 2010 annual
meeting scheduled for April 29, 2010.

                           About Unisys

Based in Blue Bell, Pennsylvania, Unisys Corporation (NYSE: UIS)
-- http://www.unisys.com/-- provides a portfolio of IT services,
software, and technology that solves critical problems for
clients.  With more than 26,000 employees, Unisys serves
commercial organizations and government agencies throughout the
world.

According to the Troubled Company Reporter on Feb. 9, 2010,
Unisys Corporation said it has $2.95 billion in total assets,
$1.39 billion in total liabilities, 845.9 million in long-term
debt, $1.64 billion in long-term postretirement liabilities,
$347.3 million in commitments and contingencies resulting to a
$1.27 billion stockholders' deficit for fourth quarter ended
Dec. 1, 2009.


UNITED ENERGY: Posts $563,494 in Q3 Ended December 31
-----------------------------------------------------
United Energy Corp. reported a net loss of $563,494, or $0.02 per
share, as compared to a net loss of $226,454, or $0.01 per share,
for the three months ended December 31, 2008.

Revenues for the three months ended December 31, 2009, were
$437,075, a $93,545, or 27% increase from revenues of $343,530 in
the comparable three months of 2008.

                       Nine Months Results

Revenues for the nine-month period ended December 31, 2009, were
$1,444,281, a $502,757 or 53% increase from revenues of $941,524
in the comparable nine-month period ended December 31, 2008.

The nine months ended December 31, 2009, resulted in a net loss of
$1,243,045, or $0.04 per share, as compared to a net loss of
$843,912, or $0.03 per share, for the nine months ended
December 31, 2008.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed total assets of $1,086,675, total liabilities of $868,503,
and total stockholders' equity of $218,172.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $640,901 in total current
assets available to pay $868,503 in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?5376

                       Going Concern Doubt

The Company has year-end losses from operations and has an
accumulated deficit of $23,323,865 as of December 31, 2009.
During the nine months ended December 31, 2009, the Company
experienced a net loss from operations of $1,209,114 and cash flow
from operations of $42,020.  "These matters raise substantial
doubt about the Company's ability to continue as a going concern."

                       About United Energy

United Energy Corp. (OTC BB: UNRG) --
http://www.unitedenergycorp.net/-- engages in the development,
manufacture, and sale of specialty chemical products in the United
States and internationally.  The Company was formerly known as
Aztec Silver Mining Co.  United Energy Corp. was founded in 1971
and is based in Secaucus, New Jersey.


US TELEPACIFIC: S&P Raises Corporate Credit Rating to 'B-'
----------------------------------------------------------
Standard & Poor's Ratings Services said it raised its ratings,
including its corporate credit rating to 'B-' from 'CCC+', on Los
Angeles-based competitive local exchange carrier U.S. TelePacific
Holdings Corp. The outlook is stable.  S&P removed the corporate
credit rating from CreditWatch with positive implications, where
it had been placed on Jan. 26, 2010, following the company's
announcement of its proposed financing plan.

The issue-level rating on the company's $370 million senior
secured term loan (upsized from $360 million) and $25 million
revolving credit remains at 'CCC+' with a recovery rating of '5',
which indicates expectations for modest (10% to 30%) recovery in
the event of payment default.  Additionally, S&P withdrew the
ratings on TelePacific's $199 million senior secured term loan and
$30 million revolver since that debt was repaid.

"The upgrade reflects an improvement in credit quality following
the successful completion of the refinancing transaction," said
Standard & Poor's credit analyst Allyn Arden, "including greater
covenant cushion under the new senior secured credit facility.
S&P considered the prior covenant package inadequate.  The
refinancing also extends the company's major maturities to 2015
from 2012.


USEC INC: Committee Approves Changes to Annualized Award Levels
---------------------------------------------------------------
The Compensation Committee of the Board of Directors of USEC Inc.
approved changes to the annualized award levels for the named
executive officers under its long-term incentive program for 2010.

The Long-Term Incentive Program includes annual grants of
restricted stock and non-qualified stock options with vesting
periods of three years for executive officers and other plan
participants, and the annualized award levels are expressed as a
percentage of the executive officer's base salary.

The Long-Term Incentive Program also included a separate
performance component.  For 2009, this performance component
consisted of a one-year performance-based award for the period
January 1, 2009 through December 31, 2009 payable in restricted
stock that vested over three years.  Target awards for 2009 were
based on a percentage of the executive's base salary as follows:
Chief Executive Officer: 100%; other Named Executive Officers:
60%.

The Compensation Committee determined not to continue the
Performance Plan in 2010 but instead to fold it into the annual
grant of restricted stock by increasing the annualized award
levels of restricted stock for the Named Executive Officers by an
equivalent amount.

The changes approved to the annualized award levels of restricted
stock for the Named Executive Officers for 2010:

Name         Restricted    PLUS: Performance     Restricted Stock
             Stock 2009    Plan 2009 Annualized  2010 Percentage
             (of base      (% of base salary)    (of base salary)
             salary)

John Welch   75%           +100%                  175%

John C.
Barpoulis    60%           +60%                   120%

Philip G.
Sewell       60%           +60%                   120%

Robert Van
Namen        60%           +60%                   120%

W. Lance
Wright       40%           +60%                   100%

No changes were made to the annualized award levels of stock
options for the Named Executive Officers for 2010.

                          About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- a global energy company, is a supplier of
enriched uranium fuel for commercial nuclear power plants.

                            *    *    *

According to the Troubled Company Reporter on Dec. 30, 2009,
USEC Inc. has a revolving credit that matures in August and a
corporate rating from Standard & Poor's that recently declined one
click to CCC+, matching the action taken on Dec. 18 by Moody's
Investors Service.


USEC INC: Joseph Paquette to Retire as Director
-----------------------------------------------
Joseph F. Paquette, Jr., informed the Board of Directors of USEC
Inc. that he will retire as a director when his current term ends
at the 2010 annual meeting of shareholders scheduled for April 29,
2010.

Mr. Paquette has been a director since 2001.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- a global energy company, is a supplier of
enriched uranium fuel for commercial nuclear power plants.

                            *    *    *

According to the Troubled Company Reporter on Dec. 30, 2009,
USEC Inc. has a revolving credit that matures in August and a
corporate rating from Standard & Poor's that recently declined one
click to CCC+, matching the action taken on Dec. 18 by Moody's
Investors Service.


VALCOM INC: Posts $1.6 Million Net Loss in Fiscal Year 2009
-----------------------------------------------------------
ValCom, Inc. reported a net loss of $1,608,384 on revenues of
$766,355 for the fiscal year ended September 30, 2009, compared to
a net loss of $706,429 on revenues of $935,691 for fiscal year
2008.  The decrease in revenue was principally due to reduced
production activity.

At September 30, 2009, the Company's balance sheets showed
$1,352,716 in total assets and $2,076,400 in total liabilities,
resulting in a $723,684 shareholders' deficit.

The Company's balance sheets at September 30, 2009, also showed
strained liquidity with $702,703 in total current assets available
to pay $2,076,400 in total current liabilities.

The financial statements are unaudited.

A full-text copy of the Company's annual report for fiscal year
2009 is available for free at http://researcharchives.com/t/s?536e

                       Going Concern Doubt

As of and for the year ended September 30, 2009, the Company has a
negative working capital, has incurred significant net losses, and
has negative cash flows from operating activities.  In addition,
the Company had an accumulated loss of $20,614,103.

"These conditions raise substantial doubt about the Company's
ability to continue as a going concern."

                        About ValCom Inc.

Headquartered in Indian Rocks Beach, Florida, ValCom, Inc. (OTC
BB: VLCO) -- http://www.valcom.tv/-- is a diversified, fully
integrated, independent entertainment company that has been in
operation since 1983.  ValCom, Inc., through its operating
divisions and subsidiaries, creates and operates full service
facilities that accommodate film, television and commercial
productions with its four divisions comprised of studio and
rental, television and film, broadcasting, and live theater.

On July 14, 2007, the Company voluntarily filed for protection
under Chapter 11 of the U.S. Bankruptcy Code.  The Company emerged
from bankruptcy the following year.


VALUE CITY: Unsecured Claims to Get Pro Rata Share from Fund
------------------------------------------------------------
Value City Holdings Inc. and its debtor-affiliates filed with the
U.S. Bankruptcy Court for the Southern District of New York a
disclosure statement explaining its Plan of Liquidation.

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

According to the Disclosure Statement, the Plan provides for
substantive consolidation of the operating Debtors' estates, but
solely for purposes of voting, confirmation, and making
distributions to the holders of allowed claims and allowed
interests under the Plan.

The Debtors will continue to exist as Liquidating Companies on and
after the effective date.  All property of the Debtors will vest
in the Liquidating Companies, free and clear of all claims,
interests, liens, charges or other encumbrances.

Tiger Capital Group, LLC, a liquidator and financial consultant,
will perform store closings, liquidation and other promotional
type sales at the majority of stores covered by the Burlington
Transaction.

On the effective date, the Plan Administrator will be appointed
and will succeed to the powers as would have been applicable to
the Liquidating Companies' officers, directors and shareholders,
including the power to pursue causes of action and avoidance
actions, and to dissolved the Liquidating Companies.

Under the plan, each holder of an allowed general unsecured claim
will receive, on account of the allowed claim, on the initial
distribution date and each subsequent distribution date, cash in
the amount of the holder's pro rata share of the distributable
cash in the claims distribution fund.  The total amount of
unsecured claim amounted to $133 million.

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

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

                  About Value City Holdings Inc.

Headquartered in Columbus, Ohio, Value City Holdings Inc. --
http://www.valuecity.com/-- operates a chain of department stores
in the United States.  The company and eight of its affiliates
filed for Chapter 11 protection on Oct. 26, 2008 (Bankr. S.D.N.Y.
Lead Case No. 08-14197).  John Longmire, Esq., and Lauren C.
Cohen, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors' in their restructuring efforts.  Epiq Bankruptcy
Solutions LLC is the claims, noticing and balloting agent for the
Debtors.  Glenn R. Rice, Esq., at Otterbourg Steindler Houston &
Rosen, PC, represents the official committee of unsecured
creditors as counsel.  When the Debtors filed for protection from
their creditors, they listed assets and debts between $100 million
and $500 million each.

In November 2008, Judge James M. Peck of the U.S. Bankruptcy Court
for the Southern District of New York granted Value City Holdings
permission to conduct going-out-of-business sales to be managed by
liquidator and financial consultant Tiger Capital Group LLC.


VERECLOUD INC: Posts $189,700 Net Loss in Q2 Ended Dec. 31
----------------------------------------------------------
Verecloud, Inc., reported a net loss of $189,724 on revenue of
$1,367,131 for the three months ended December 31, 2009, compared
to net income of $640,968 on revenue of $1,955,976 for the same
period of 2008.

Revenue for the three months ended December 31, 2009, decreased
30% compared to 2008 due to the termination of the SkyTerra
contract in November 2009.

                        Six Months Results

For the six months ended December 31, 2009, the Company reported
revenue of $4,866,153, compared with revenue of $3,992,264 for the
six months ended December 31, 2008.

The increase in revenue was primarily due to the increase of
activity at SkyTerra and other customers in July 2009 through
October 2009 partially offset by the termination of the SkyTerra
contract in November 2009.

Net loss for the six months ended December 31, 2009, was
$1,720,798, compared to net income of $1,424,879 for the fiscal
six months ended December 31, 2008.  For the six months ended
December 31, 2009, the Company recorded a goodwill impairment
charge of $2,437,177 to reflect the loss of SkyTerra in November
2009.  Excluding the goodwill impairment, for the six months ended
December 31 2009, the Company would have reported net income of
$716,379.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed $1,963,302 in total assets and $3,032,606 in total
liabilities, resulting in a $1,069,304 shareholders' deficit.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with 1,862,199 in total current
assets available to pay $1,912,606 in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?53ac

                       Going Concern Doubt

On November 2, 2009, the Company received a contract termination
notice from its largest customer, SkyTerra.  SkyTerra accounted
for 93% of the Company's revenue for the six months ended
December 31, 2009.  "This raises substantial doubt about the
Company's ability to continue as a going concern."

Management believes that actions presently being taken to raise
funds provide the opportunity for the Company to continue as a
going concern.  As of February 16, 2010, the Company's current
cash balance can fund operations through April 2010.  The Company
is actively pursuing additional funding and is seeking up to
$20 million to fund operations through 2011 and service the
outstanding debt.  If the Company is able to raise the required
capital and execute on its business plan, it anticipates being
cash flow positive in the first half of 2012.

                       About Verecloud Inc.

Based in Englewood, Colo., Verecloud, Inc., formerly known as
Network Cadence, Inc., is focused on providing professional
services and business platform solutions to communication service
providers ("CSPs").  These services and solutions are focused on
the service delivery platform component of CSPs back office
systems and enable CSPs to, among other things, operate more
efficiently, introduce new products faster and deliver a better
customer experience.


VIANT HOLDINGS: S&P Keeps 'B' Counterparty Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said it kept its 'B'
counterparty credit rating on Viant Holdings Inc. on CreditWatch,
where it was placed on Aug. 5, 2009, with positive implications.

"S&P believes that MultiPlan and Viant still intend to consummate
their merger and that a regulatory decision could be reached by
the end of first-quarter 2010," said Standard & Poor's credit
analyst James Sung.  "Following the close of the transaction, S&P
likely will raise the counterparty credit rating on Viant to 'B+',
the same level as MultiPlan, from 'B'."

S&P will resolve the CreditWatch status upon the close of the
transaction.


VITESSE SEMINCONDUCTOR: Inks New Employment Contract with Gardner
-----------------------------------------------------------------
Vitesse Semiconductor Corporation entered into a new Employment
Agreement with Christopher Gardner.  Pursuant to the terms of the
2010 Employment Agreement, Mr. Gardner will receive a base salary
of $375,000 and is eligible to receive a target bonus of 100% of
his base salary and a maximum bonus of 150% of his base salary.

The amount of any such bonus is subject to the discretion of the
Company's Compensation Committee.  In connection with entering
into the 2010 Employment Agreement, the Company's Compensation
Committee granted Mr. Gardner 1,800,000 restricted stock units and
stock options to purchase 1,800,000 shares.  The RSUs and stock
options were granted pursuant to the terms of the Company's
amended and restated 2001 Stock Incentive Plan.  The stock options
have an exercise price of $0.26 per share and vest 25% per year
over four years.  The RSUs vest over three years, with one-third
of the RSU grant vesting on each one-year anniversary of the date
of grant.

If Mr. Gardner's employment is terminated by him for Good Reason
or by Vitesse other than For Cause, Mr. Gardner would be entitled
to receive a lump sum payment equal to (a) two years of his base
salary plus (b) two times his maximum target bonus plus (c) a pro
rata portion (based upon the portion of the fiscal year prior to
his termination date) of either (i) his target bonus or (ii) in
the case of a termination for such reasons within 24 months
following a Change of Control Event, a pro rata portion of the
greater of his target bonus or the amount of his bonus in the
prior fiscal year, whichever is greater.

If Mr. Gardner's employment is terminated by Vitesse other than
For Cause during the one-year period prior to a Change of Control
Event and Mr. Gardner can demonstrate that his termination arose
in connection with or anticipation of such Change of Control
Event, then all RSUs which are subject solely to time-based
vesting and were outstanding immediately prior to Mr. Gardner's
final day of employment will become fully vested and, to the
extent such Change of Control Event occurs during the six-month
period following the termination date of Mr. Gardner's employment,
all of his outstanding options which are subject solely to time-
based vesting shall become fully vested as of the Change of
Control Event.  If Mr. Gardner's employment is terminated by him
for Good Reason or by the Company other than For Cause during the
24-month period following a Change of Control Event, then all
outstanding stock options and RSUs which are subject solely to
time-based vesting shall become fully vested.

The terms "Change of Control Event" and "For Cause" have
substantially the same meanings in the 2010 Employment Agreement
as in the Prior Employment Agreement.  The term "Good Reason" has
substantially the same meaning in the 2010 Employment Agreement as
in the Prior Employment Agreement except that it does not include
a "Change of Control Event" as a basis for a "Good Reason"
termination by Mr. Gardner.

The 2010 Employment Agreement contains a provision that would
require Mr. Gardner to return any bonus payments earned if the
Company were required to prepare an accounting restatement to
correct an accounting error on an interim or annual financial
statement included in a report on Form 10-Q or Form 10-K, due to
material noncompliance with any financial reporting requirement
under the federal securities laws, and the Company's Board of
Directors determines that misconduct by Mr. Gardner occurred and
caused such restatement.

The 2010 Employment Agreement terminates on February 12, 2012.

                   About Vitesse Semiconductor

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Pink Sheets: VTSS.PK) -- http://www.vitesse.com/-- designs,
develops and markets a diverse portfolio of high-performance,
cost-competitive semiconductor solutions for Carrier and
Enterprise networks worldwide.  Engineering excellence and
dedicated customer service distinguish Vitesse as an industry
leader in Gigabit Ethernet, Ethernet-over-SONET, Optical
Transport, and other applications.

Vitesse had total assets of $107,636,000 against total debts of
$160,101,000 as of June 30, 2009.

Vitesse entered into debt restructuring agreements in October 2009
with its major creditors, which allow the Company to satisfy its
creditors by converting most of its debt into new common stock,
preferred stock and new convertible debentures.  Vitesse is
seeking stockholder approval to increase the number of authorized
shares of the Company's common stock from 500,000,000 to
5,000,000,000 in conjunction with the debt restructuring
agreements.  The Company has warned if stockholders do not approve
the proposal to authorize the Company to issue more shares by
February 15, 2010, it will face a 1.0% per month interest charge
on the New Debentures (at a cost of about $500,000 per month)
beginning on February 16, 2010 and continuing until the increase
in the authorized shares is approved.  In addition, the holders of
the New Debentures will have the right to demand repayment of the
principal amount of the debt, plus potentially certain make-whole
interest payments representing interest that would have been
earned if the bonds had not been converted early.  The Company
could potentially be forced to file for protection from creditors
under Chapter 11 of the U.S. Bankruptcy Code.


WEST CORP: Bank Debt Trades at 3% Off in Secondary Market
---------------------------------------------------------
Participations in a syndicated loan under which West Corporation
is a borrower traded in the secondary market at 96.58 cents-on-
the-dollar during the week ended Friday, Feb. 19, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.53 percentage
points from the previous week, The Journal relates.  The Company
pays 237.5 basis points above LIBOR to borrow under the facility.
The bank loan matures on May 11, 2013, and carries Moody's B1
rating and Standard & Poor's BB- rating.  The debt is one of the
biggest gainers and losers among 187 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

The Troubled Company Reporter on Oct. 9, 2009, said that Moody's
does not expect to take any immediate rating action following West
Corporation's announcement that it has filed for an initial public
offering of its common stock.  West indicated in its Form S-1
filing that it intends to use part of the net proceeds from the
offering to repay or repurchase indebtedness.

The last rating action on West Corporation was on May 8, 2007, at
which time Moody's lowered the senior secured credit facility
rating to B1 from Ba3 while affirming all other credit and
liquidity ratings.

Based in Omaha, Nebraska, West Corporation is a leading provider
of business process outsourcing services.  West has a B2 Corporate
Family Rating and a stable rating outlook.


WESTERN REFINING: Bank Debt Trades at 9% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Western Refining,
Inc., is a borrower traded in the secondary market at 91.04 cents-
on-the-dollar during the week ended Friday, Feb. 19, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.50
percentage points from the previous week, The Journal relates.
The Company pays 600 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 31, 2013, and carries
Moody's B3 rating and Standard & Poor's BB- rating.  The debt is
one of the biggest gainers and losers among 187 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Western Refining, Inc., headquartered in El Paso, Texas, is an
independent refining and marketing company.  Western owns and
operates a 128,000 barrel per day low complexity light sweet
refinery at El Paso, Texas, a medium sized relatively complex
coking refinery at Yorktown, Virginia, and two very small light
sweet crude oil refineries in the Four Corners region of New
Mexico.


WHOLE FOODS: S&P Changes Outlook to Positive; Affirms 'BB-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook for Austin, Texas-based grocer Whole Foods Markets Inc. to
positive from stable.  At the same time, the 'BB-' corporate
credit rating was affirmed.

As of Jan. 17, 2010, Whole Foods had about $734 million of debt or
roughly $3.5 billion of lease-adjusted debt.  As expected, lease-
adjusted debt to EBITDA improved significantly in the first
quarter, primarily because of the conversion of $425 million of
preferred stock (which S&P treated as debt-like obligations) to
common shares in November 2009 and lower operating-lease
adjustments.  Lease-adjusted debt to EBITDA improved to 4.0x at
the end of its first quarter, compared with 4.7x at the end of
2009.  EBITDA coverage of interest was 2.9x and FFO to total debt
was 15%.

"The outlook revision to positive reflects S&P's expectation that
Whole Foods' credit metrics could improve meaningfully if it uses
is excess cash to pay down its term loan over the next nine to 18
months," said Standard & Poor's credit analyst Stella Kapur.

Credit-metric improvement further benefited from improved sales
and operating profitability.  Whole Foods reported positive
identical-store growth of 2.5% for its first quarter ended
Jan. 17, 2010, following a decline of 4.3% in 2009.  First-quarter
revenues grew 7% to $2.6 billion and EBITDA increased a meaningful
17% to $193 million (including stock compensation expense).
Operating margin improvement was from increased sales, better
inventory management, and more effective use and marketing of the
company's products throughout the store, and improved
profitability levels at its new stores.  Trailing-12-month
adjusted operating margins were 10.8% at Jan. 17, 2010.  The
company's price reduction and promotional activities to draw in
traffic have been gaining traction.

The rating on Whole Foods Market Inc. reflects the increased
competition in the natural foods retail and overall supermarket
industry, the company's highly leveraged capital structure, and
weak economic conditions that have caused consumers to trade down
and cut back on discretionary purchases.  The company's position
as the leader in the natural and organic food retailing sector
only partly offsets these risks.


WINDMILL MARKET: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Windmill Market, LLC
        6500 W. Flamingo Road
        Las Vegas, NV 89103

Bankruptcy Case No.: 10-12513

Chapter 11 Petition Date: February 18, 2010

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

Judge: Bruce A. Markell

Debtor's Counsel: H Stan Johnson, Esq.
                  Cjd Law Group, LLC
                  6293 Dean Martin Drive, Ste. G
                  Las Vegas, NV 89118
                  Tel: (702) 220-7050
                  Fax: (702) 220-4577
                  Email: sjohnson@cjdnv.com

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

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

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

              http://bankrupt.com/misc/nvb10-12513.pdf

The petition was signed by Simon K. Shakib, managing member of the
Company.


ZAYAT STABLES: Gets Interim Nod to Use Cash Collateral
------------------------------------------------------
Zayat Stables, LLC, sought and obtained interim authorization from
the U.S. Bankruptcy Court for the District of New Jersey to use up
to $1,040,892 cash collateral of Fifth Third Bank and Keenel and
Association, Inc. (the Secured Parties) until March 8, 2010.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., explains that the Debtor needs the money to fund
its Chapter 11 case, pay suppliers and other parties.

Keeneland has consented to the Debtor's use of cash collateral.
In exchange for using Keeneland's and Fifth Third's cash
collateral, the Debtor will grant Keeneland and Fifth Third each a
replacement perfected security interest and a super-priority
administrative expense claim.

The Debtor will provide by the 20th day of each month, periodic
accountings to the secured parties setting forth the cash receipts
and disbursements made by the Debtor during the preceding month.

The Court has set a final hearing for March 8, 2010, at 10:00 a.m.
on the Debtor's request to use cash collateral.

Hackensack, New Jersey-based Zayat Stables, LLC, owns of 203
thoroughbred horses.  The Company filed for Chapter 11 bankruptcy
protection on February 3, 2010 (Bankr. D. N.J. Case No. 10-13130).
The Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


ZAYAT STABLES: Wants to Obtain DIP Financing From Sherif El Zayat
-----------------------------------------------------------------
Zayat Stable, LLC, has asked for permission from the Hon. Donald
H. Steckroth of the U.S. Bankruptcy Court for the District of New
Jersey to obtain postpetition secured financing from Sherif El
Zayat.

The DIP lenders have committed to provide up to $2,450,000.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., explains that the Debtor needs the money to fund
its Chapter 11 case, pay suppliers and other parties.  The Debtor
will use the money pursuant to a 13-week budget, a copy of which
is available for free at http://bankrupt.com/misc/ZAYAT_budget.pdf

The DIP facility will mature upon the effective date of any plan
of the Debtor confirmed pursuant to Section 1129 of the U.S.
Bankruptcy Code.  The DIP facility will incur interest that is
prime, to accrue during the administration of the Debtor's case.

Mr. Zayat will be afforded administrative expense status.

The Court has set a March 8, 2010, at 10:00 a.m. hearing on the
Debtor's request to obtain DIP financing.

Hackensack, New Jersey-based Zayat Stables owns of 203
thoroughbred horses.  The horses, which are collateral for the
bank loan, are worth $37 million, according an appraisal mentioned
in a court paper.  Ahmed Zayat said in a court filing that he
personally invested $40 million in the business.

The Company filed for Chapter 11 bankruptcy
protection on February 3, 2010 (Bankr. D. N.J. Case No. 10-13130).
The Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


ZENAIDA MASACAYAN POSTOLICA: Voluntary Chapter 11 Case Summary
--------------------------------------------------------------
Joint Debtors: Zenaida Masacayan Postolica
                 aka Neddie Postolica
                 aka CB Associates
                 aka Piatranet, LLC
                 aka Neddie Postolica
                 aka CB Associates
               Danut Laur Postolica
                 aka Dan Postolica
                 aka Romphi International
               620 Morse Avenue
               Sunnyvale, Ca 94085

Bankruptcy Case No.: 10-51522

Chapter 11 Petition Date: February 18, 2010

Court: United States Bankruptcy Court
       Northern District of California (San Jose)

Debtors' Counsel: Lewis Phon, Esq.
                  Law Offices of Lewis Phon
                  4040 Heaton Court
                  Antioch, CA 94509
                  Tel: (415) 574-5029
                  Email: phonlaw@sbcglobal.net

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.


* 2010 Bank Closings Now at 20 After 4 Banks Shuttered Friday
-------------------------------------------------------------
Regulators closed four banks bank Friday -- George Washington
Savings Bank, Orland Park, IL; La Jolla Bank, FSB, La Jolla, CA;
The La Coste National Bank, La Coste, TX; and Marco Community
Bank, Marco Island, FL -- raising the total closings for this year
to 20.

The Federal Deposit Insurance Corporation was appointed receiver
for the banks.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

     1. Depositors
     2. General Unsecured Creditors
     3. Subordinated Debt
     4. Stockholders

                    2010 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                               Loss-Share
                               Transaction Party     FDIC Cost
                  Assets of    Bank That Assumed   to Insurance
                  Closed Bank  Deposits & Bought      Fund
Closed Bank       (millions)   Certain Assets       (millions)
-----------       ----------   --------------      -----------
George Washington       $412.8    FirstMerit Bank         $141.4
La Jolla Bank         $3,600.0    OneWest Bank, FSB       $882.3
The La Coste Nat'l       $53.9    Community National        $3.7
Marco Community Bank    $119.6    Omaha Bank               $38.1
1st American State       $18.2    Community Development     $3.1
First National Bank     $832.6    Community & Southern    $260.4
Florida Community       $875.5    Premier American Bank   $352.6
American Marine Bank    $373.2    Columbia State Bank      $58.9
Marshall Bank, N.A.      $59.9    United Valley Bank        $4.1
First Regional Bank   $2,180.0    First-Citizens Bank     $825.5
Comm. Bank & Trust    $1,210.0    SCBT, N.A.              $354.5
Charter Bank          $1,200.0    Charter, Albuquerque    $201.9
Evergreen Bank          $488.5    Umpqua Bank, Roseburg    $64.2
Columbia River Bank   $1,100.0    Columbia State Bank     $172.5
Bank of Leeton           $20.1    Sunflower Bank            $8.1
Premier American Bank   $350.9    Bond Street subsidiary   $85.0
Town Community           $69.6    Bank First American      $17.8
St. Stephen State        $24.7    First State Bank          $7.2
Barnes Banking          $827.8    {DINB Created}          $271.3
Horizon Bank          $1,400.0    Washington Federal      $539.1

In 2009, there were 140 failed banks, compared with just 25 for
2008.

A complete list of banks that failed since 2000 is available at:

    http://www.fdic.gov/bank/individual/failed/banklist.html

                   552 Banks on Problem List

The Federal Deposit Insurance Corp. said in its Quarterly Banking
Profile released November 24 that the number of insured
institutions on the agency's "Problem List" rose from 416 to 552
during the quarter, and total assets of "problem" institutions
increased from $299.8 billion to $345.9 billion.  Both the number
and assets of "problem" institutions are now at the highest level
since the end of 1993.

Total assets of the nation's 8,099 FDIC-insured commercial banks
and savings institutions decreased by $54.3 billion (0.4%) during
the third quarter of 2009.  Total deposits increased by $79.8
billion (0.9%) during the quarter, primarily due to activity in
foreign offices, which was up $81.9 billion (5.6%).

FDIC's deposit insurance fund (DIF) decreased by $18.6 billion
during the third quarter to a negative $8.2 billion primarily
because of $21.7 billion in additional provqisions for bank
failures.  Also, unrealized losses on available-for-sale
securities, combined with operating expenses, reduced the fund by
$1.1 billion.  Accrued assessment income added $3.0 billion to the
fund during the quarter, and interest earned, combined with
realized gains from sale of securities and surcharges from the
Temporary Liquidity Guarantee Program, added $1.2 billion.

Fifty insured institutions with combined assets of $68.8 billion
failed during the third quarter of 2009, the largest number since
the second quarter of 1990 when 65 insured institutions failed.
Ninety-five insured institutions with combined assets of $104.7
billion failed during the first three quarters of 2009, at a
currently estimated cost to the DIF of $25.0 billion.  As of
November 20, the list has risen to 124.

The DIF's reserve ratio was negative 0.16% on September 30, 2009,
down from 0.22% on June 30, 2009, and 0.76% one year ago. The
September 30, 2009, reserve ratio is the lowest reserve ratio for
a combined bank and thrift insurance fund since June 30, 1992,
when the ratio was negative 0.20%.

On November 12, 2009, the FDIC adopted a final rule amending the
assessment regulations to require insured depository institutions
to prepay their quarterly risk-based assessments for the fourth
quarter of 2009 and for all of 2010, 2011, and 2012 on December
30, 2009, along with each institution's risk-based assessment for
the third quarter of 2009.   The FDIC is asking banks to prepay
three years of premiums on Dec. 30 to raise $45 billion for the
fund.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

               Problem Institutions      Failed Institutions
               --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
Q3'09             552      $345,900          50        $68,800
Q2'09             416      $299,800          24        $26,400
Q1'09             305      $220,047          21         $9,498
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the quarter
ended Sept. 30, 2009, is available for free at:

      http://bankrupt.com/misc/FDIC_QBP_Q3_09.pdf


* BOND PRICING -- For the Week From February 15 to 19, 2010
-----------------------------------------------------------
  Company             Coupon      Maturity    Bid Price
  -------             ------      --------    ---------
155 E TROPICANA        8.750%     4/1/2012       26.100
ABITIBI-CONS FIN       7.875%     8/1/2009       12.000
ACARS-GM               8.100%    6/15/2024       17.500
ADVANTA CAP TR         8.990%   12/17/2026       13.125
ALERIS INTL INC        9.000%   12/15/2014        0.500
ALERIS INTL INC       10.000%   12/15/2016        4.500
AMBAC INC              9.375%     8/1/2011       45.000
APRIA HEALTHCARE       3.375%     9/1/2033       60.000
ARCO CHEMICAL CO      10.250%    11/1/2010       81.063
AT HOME CORP           0.525%   12/28/2018        0.005
ATHEROGENICS INC       1.500%     2/1/2012        0.375
BALLY TOTAL FITN      13.000%    7/15/2011        2.000
BALLY TOTAL FITN      14.000%    10/1/2013        0.500
BANK NEW ENGLAND       8.750%     4/1/1999       11.125
BANK NEW ENGLAND       9.875%    9/15/1999        9.000
BANK UNITED            8.000%    3/15/2009        0.900
BANKUNITED FINL        3.125%     3/1/2034        7.000
BANKUNITED FINL        6.370%    5/17/2012        5.000
BLOCKBUSTER INC        9.000%     9/1/2012       19.375
BOWATER INC            6.500%    6/15/2013       27.000
BOWATER INC            9.500%   10/15/2012       28.100
CAPMARK FINL GRP       5.875%    5/10/2012       25.000
CHAMPION ENTERPR       2.750%    11/1/2037        6.813
CITADEL BROADCAS       4.000%    2/15/2011        5.000
CMP SUSQUEHANNA        9.875%    5/15/2014       37.000
COLLINS & AIKMAN      10.750%   12/31/2011        1.000
COMPUCREDIT            3.625%    5/30/2025       48.500
CONGOLEUM CORP         8.625%     8/1/2008       21.003
COUNTRYWIDE FINL       5.000%    3/15/2010       98.000
CREDENCE SYSTEM        3.500%    5/15/2010       60.000
DECODE GENETICS        3.500%    4/15/2011        5.875
DECODE GENETICS        3.500%    4/15/2011        6.375
ENTERCOM RADIO         7.625%     3/1/2014       91.000
FAIRPOINT COMMUN      13.125%     4/1/2018       12.750
FAIRPOINT COMMUN      13.125%     4/2/2018       16.940
FINLAY FINE JWLY       8.375%     6/1/2012        0.990
GENERAL MOTORS         7.125%    7/15/2013       27.000
GENERAL MOTORS         7.700%    4/15/2016       28.000
GENERAL MOTORS         9.450%    11/1/2011       26.500
HAIGHTS CROSS OP      11.750%    8/15/2011       40.500
HAWAIIAN TELCOM        9.750%     5/1/2013        3.000
INDALEX HOLD          11.500%     2/1/2014        1.050
INN OF THE MOUNT      12.000%   11/15/2010       42.000
INTL LEASE FIN         7.700%    3/15/2010       96.250
LEHMAN BROS HLDG       4.375%   11/30/2010       18.750
LEHMAN BROS HLDG       4.500%    7/26/2010       20.875
LEHMAN BROS HLDG       4.500%     8/3/2011       16.770
LEHMAN BROS HLDG       4.700%     3/6/2013       18.200
LEHMAN BROS HLDG       4.800%    2/27/2013       17.021
LEHMAN BROS HLDG       4.800%    3/13/2014       18.601
LEHMAN BROS HLDG       5.000%    1/14/2011       19.000
LEHMAN BROS HLDG       5.000%    1/22/2013       18.636
LEHMAN BROS HLDG       5.000%    2/11/2013       17.750
LEHMAN BROS HLDG       5.000%    3/27/2013       16.508
LEHMAN BROS HLDG       5.000%     8/3/2014       17.780
LEHMAN BROS HLDG       5.000%     8/5/2015       18.200
LEHMAN BROS HLDG       5.100%    1/28/2013       17.500
LEHMAN BROS HLDG       5.150%     2/4/2015       18.625
LEHMAN BROS HLDG       5.250%     2/6/2012       20.000
LEHMAN BROS HLDG       5.250%    2/11/2015       16.375
LEHMAN BROS HLDG       5.250%     3/5/2018       18.000
LEHMAN BROS HLDG       5.450%    2/22/2030        9.500
LEHMAN BROS HLDG       5.500%     4/4/2016       21.375
LEHMAN BROS HLDG       5.500%     2/4/2018       18.450
LEHMAN BROS HLDG       5.500%    2/19/2018       18.200
LEHMAN BROS HLDG       5.550%    2/11/2018       17.330
LEHMAN BROS HLDG       5.600%    1/22/2018       18.500
LEHMAN BROS HLDG       5.625%    1/24/2013       22.250
LEHMAN BROS HLDG       5.700%    1/28/2018       17.500
LEHMAN BROS HLDG       5.750%    4/25/2011       19.400
LEHMAN BROS HLDG       5.750%    7/18/2011       19.625
LEHMAN BROS HLDG       5.750%    5/17/2013       18.500
LEHMAN BROS HLDG       5.750%     1/3/2017        1.000
LEHMAN BROS HLDG       5.875%   11/15/2017       19.250
LEHMAN BROS HLDG       6.000%     4/1/2011       17.250
LEHMAN BROS HLDG       6.000%    7/19/2012       21.000
LEHMAN BROS HLDG       6.000%    6/26/2015       17.000
LEHMAN BROS HLDG       6.000%   12/18/2015       17.000
LEHMAN BROS HLDG       6.000%    2/12/2018       18.500
LEHMAN BROS HLDG       6.200%    9/26/2014       21.250
LEHMAN BROS HLDG       6.500%    2/28/2023       16.432
LEHMAN BROS HLDG       6.600%    10/3/2022       17.750
LEHMAN BROS HLDG       6.625%    1/18/2012       20.625
LEHMAN BROS HLDG       6.800%     9/7/2032       17.125
LEHMAN BROS HLDG       6.875%    7/17/2037        0.707
LEHMAN BROS HLDG       6.900%    6/20/2036       16.000
LEHMAN BROS HLDG       7.000%    4/16/2019       17.875
LEHMAN BROS HLDG       7.000%    5/12/2023       17.250
LEHMAN BROS HLDG       7.000%    4/22/2038       16.383
LEHMAN BROS HLDG       7.050%    2/27/2038       18.450
LEHMAN BROS HLDG       7.100%    3/25/2038       18.500
LEHMAN BROS HLDG       7.200%    8/15/2009       20.000
LEHMAN BROS HLDG       7.250%    2/27/2038       18.125
LEHMAN BROS HLDG       7.250%    4/29/2038       16.500
LEHMAN BROS HLDG       7.350%     5/6/2038       17.750
LEHMAN BROS HLDG       7.500%    5/11/2038        0.400
LEHMAN BROS HLDG       7.730%   10/15/2023       17.750
LEHMAN BROS HLDG       7.875%    11/1/2009       18.500
LEHMAN BROS HLDG       7.875%    8/15/2010       20.000
LEHMAN BROS HLDG       8.000%     3/5/2022       14.000
LEHMAN BROS HLDG       8.000%    3/17/2023       16.000
LEHMAN BROS HLDG       8.050%    1/15/2019       17.750
LEHMAN BROS HLDG       8.500%     8/1/2015       18.750
LEHMAN BROS HLDG       8.500%    6/15/2022       15.500
LEHMAN BROS HLDG       8.750%   12/21/2021       17.000
LEHMAN BROS HLDG       8.750%     2/6/2023       17.625
LEHMAN BROS HLDG       8.800%     3/1/2015       20.500
LEHMAN BROS HLDG       8.920%    2/16/2017       20.000
LEHMAN BROS HLDG       9.000%     3/7/2023       18.250
LEHMAN BROS HLDG       9.500%   12/28/2022       17.100
LEHMAN BROS HLDG       9.500%    1/30/2023       18.625
LEHMAN BROS HLDG       9.500%    2/27/2023       16.000
LEHMAN BROS HLDG      10.000%    3/13/2023       18.875
LEHMAN BROS HLDG      10.375%    5/24/2024       16.000
LEHMAN BROS HLDG      11.000%   10/25/2017       17.000
LEHMAN BROS HLDG      11.000%    6/22/2022       18.375
LEHMAN BROS HLDG      11.000%    8/29/2022       17.250
LEHMAN BROS HLDG      11.500%    9/26/2022       18.125
LEHMAN BROS HLDG      18.000%    7/14/2023       18.250
LEINER HEALTH         11.000%     6/1/2012        9.000
MAGNA ENTERTAINM       8.550%    6/15/2010       41.000
MAJESTIC STAR          9.500%   10/15/2010       76.000
MAJESTIC STAR          9.750%    1/15/2011       10.560
MERRILL LYNCH          2.760%     3/9/2011       99.125
METALDYNE CORP        10.000%    11/1/2013       10.000
METALDYNE CORP        11.000%    6/15/2012        1.000
MORRIS PUBLISH         7.000%     8/1/2013       32.250
NEFF CORP             10.000%     6/1/2015       12.500
NELNET INC             5.125%     6/1/2010       88.375
NETWORK COMMUNIC      10.750%    12/1/2013       42.020
NEWPAGE CORP          10.000%     5/1/2012       59.000
NEWPAGE CORP          12.000%     5/1/2013       41.000
NORTH ATL TRADNG       9.250%     3/1/2012       24.000
PMI CAPITAL I          8.309%     2/1/2027       21.000
RAFAELLA APPAREL      11.250%    6/15/2011       49.750
RAIT FINANCIAL         6.875%    4/15/2027       40.274
READER'S DIGEST        9.000%    2/15/2017        0.450
REXNORD CORP          10.125%   12/15/2012       38.000
RJ TOWER CORP         12.000%     6/1/2013        1.000
ROTECH HEALTHCA        9.500%     4/1/2012       60.000
SILVERLEAF RES         8.000%     4/1/2010       91.600
SIX FLAGS INC          9.625%     6/1/2014       27.938
SIX FLAGS INC          9.750%    4/15/2013       28.250
SPHERIS INC           11.000%   12/15/2012       13.750
STATION CASINOS        6.000%     4/1/2012       15.000
STATION CASINOS        6.625%    3/15/2018        1.000
STATION CASINOS        7.750%    8/15/2016       15.000
THORNBURG MTG          8.000%    5/15/2013        8.750
TIMES MIRROR CO        7.250%     3/1/2013       27.900
TOUSA INC              7.500%    3/15/2011        4.500
TOUSA INC              7.500%    1/15/2015        5.250
TOUSA INC              9.000%     7/1/2010       59.000
TOUSA INC              9.000%     7/1/2010       56.200
TOUSA INC             10.375%     7/1/2012        3.500
TOYOTA-CALL03/10       4.500%    3/20/2017       96.400
TRIBUNE CO             4.875%    8/15/2010       30.650
VERASUN ENERGY         9.375%     6/1/2017        6.625
VERENIUM CORP          5.500%     4/1/2027       49.640
VION PHARM INC         7.750%    2/15/2012       15.500
WASH MUT BANK FA       5.125%    1/15/2015        0.625
WASH MUT BANK FA       5.650%    8/15/2014        0.750
WASH MUT BANK NV       5.500%    1/15/2013        0.750
WASH MUT BANK NV       5.550%    6/16/2010       44.000
WASH MUT BANK NV       5.950%    5/20/2013        0.500
WASH MUT BANK NV       6.750%    5/20/2036        1.125
WCI COMMUNITIES        7.875%    10/1/2013        1.550
WCI COMMUNITIES        9.125%     5/1/2012        1.330



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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