TCR_Public/100223.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, February 23, 2010, Vol. 14, No. 53

                            Headlines

2000 ST JAMES: Files Schedules of Assets and Liabilities
2000 ST JAMES: Taps Cordray Wagner as Bankruptcy Counsel
ACCREDITED HOME: Hearing on Panel's Bid to Sue Lone Star Adjourned
AES IRONWOOD: S&P Downgrades Ratings on $308.5 Mil. Bonds to 'B'
AFFINITY GROUP: Pays Interest for 9% Senior Subordinated Notes

AGT CRUCH: Sets March 18 Disclosure Statement Hearing
AIRTRAN HOLDINGS: Whitebox Advisors Reports 5.6% Stake
AIRTRAN HOLDINGS: Vanguard Group Reports 5.01% Equity Stake
ALLBRITTON COMMUNICATIONS: Fitch Affirms 'B-' Corp. Credit Rating
AMERICAN INT'L: Discloses Equity Interest in 3 Firms

AMERICAN INT'L: Files Institutional Investment Manager's Report
AMTRUST FINANCIAL: To Hold Hearing Today on Sale of P&C Business
AMTRUST FINANCIAL: Taps GlassRatner as Fin'l Advisor; Glass is CRO
ANTHRACITE CAPITAL: Defaults on Interest Payments for More Notes
ARVINMERITOR INC: Breaks Even During Fiscal 1st Quarter

ARVINMERITOR INC: FMR, Fidelity Report 5.943% Equity Stake
ARVINMERITOR INC: Glenhill Advisors Reports 8.28% Stake
ARVINMERITOR INC: Glenview Capital Reports 5.03% Stake
ARVINMERITOR INC: Wellington Management Reports 8.31% Stake
AMERICAN SAFETY: S&P Junks Corporate Credit Rating From 'B'

ATRIUM CORP: Proposes Moelis as Financial Advisor
AUBREY BRUCE WRING: Case Summary & 20 Largest Unsecured Creditors
AUGUSTA APARTMENTS: Case Summary & 20 Largest Unsecured Creditors
AVIS BUDGET: Shrinks Net Loss to $27-Mil. in Fourth Quarter
BANK OF AMERICA: Opposes Proposal for an Outside Pay Consultant

BEARINGPOINT INC: Tracer Capital Has Zero Equity Stake
BEAZER HOMES: Annual Stockholders' Meeting Set for April 13
BEAZER HOMES: Deutsche Bank Reports 6.90% Equity Stake
BEAZER HOMES: Launches Exchange Offer for 12% Senior Secured Notes
BEAZER HOMES: Renaissance Technologies Reports 0.62% Stake

BERRY PLASTICS: Exchange Bid for Fixed Rate Notes Due March 4
BROADWAY 401: DIP Financing & Cash Collateral Use Gets Final Okay
C2 MEDIA: Back in Chapter 11 for Sale to Vomela
CALIFORNIA: To Sell $4-Bil. in General Obligation Bonds in March
CALVIN WHITE: Wants to Have Until February 26 to File Schedules

CAPITAL GROWTH: Court Approves Settlement with British Telecom
CATALYST PAPER: Won't Proceed with Rights Offering at This Time
CENTRAL PARK/VOGUE: Case Summary & 15 Largest Unsecured Creditors
CHAMPION ENTERPRISES: Creditors Take Aim at Credit Suisse Conflict
CHAPARRAL ENERGY: S&P Changes CreditWatch to Developing

CHEMTURA CORP: Files Objections to Environmental Claims
CHEMTURA CORP: $7 Million in Claims Change Hands February
CHEYENNE MOUNTAIN: Voluntary Chapter 11 Case Summary
CHEYENNE MOUNTAIN: Case Dismissed Due to Missing Creditors List
COACHMEN INDUSTRIES: Shareholders Rights Agreement Expired Feb. 1

DAZ VINEYARDS: Files for Chapter 11 in California
DENHAM HOMES: Files Schedules of Assets and Liabilities
DENHAM HOMES: Hearing on Move to Louisiana Continued to March 15
DHP HOLDINGS: Committee Drops Motion for Chapter 7 Conversion
DICK SMOTHERS: Files for Chapter 11 with $2.8-Mil. Debt

DOLLAR THRIFTY: Swings to $45 Million Net Income in 2009
DOLLAR THRIFTY: Peter Cannell, BlackRock Report Equity Stake
DUBAI WORLD: Government Won't Seek Senior Creditor Status
DUTCH GOLD: September 30 Balance Sheet Upside-Down by $3.3 Million
EASTMAN KODAK: Fitch Affirms 'B3' Corporate Family Rating

EDUCATION RESOURCES: Amended Plan Outline Hearing Set for Feb. 24
EDWIN RITTER JONAS: Case Summary & 18 Largest Unsecured Creditors
ELLICOTT SPRINGS: Case Summary & 13 Largest Unsecured Creditors
ELLICOTT SPRINGS DEVELOPMENT: Voluntary Chapter 11 Case Summary
ESTATE FINANCIAL: Gary Menzimer to Acquire San Diego Property

FAIRFAX FINANCIAL: Moody's Affirms 'Ba1' Senior Unsecured Ratings
FAIRFAX FINANCIAL: Zenith Merger Deal Won't Affect Fitch's Ratings
FAIRPOINT COMMUNICATIONS: Amends Proposed Plan of Reorganization
FAIRPOINT COMMUNICATIONS: Signs Regulatory Pact with MPUC
FAIRPOINT COMMUNICATIONS: Proposes to Assume Agreements with NCTC

FIRSTGOLD CORP: Files Schedules of Assets and Liabilities
FIRSTGOLD CORP: Taps Belding Harris as Bankruptcy Counsel
FIRSTGOLD CORP: U.S. Trustee Forms 3-Member Creditors Committee
FLYING J: Ch. 11 Plan Promises to Pay 100% of Unsecured Claims
FREESCALE SEMICONDUCTOR: Fitch Rates Senior Notes at 'CCC/RR4'

GENERAL GROWTH: S&P Puts Simon's Ratings on Neg. Watch Due to Bid
GENERAL GROWTH: Brookfield Preparing Bid to Top Simon Offer
GENERAL GROWTH: Howard Hughes Heirs Fail to Halt Las Vegas Lien
GENERAL GROWTH: A&K's Appeal Of $400M DIP Nixed
GENERAL GROWTH: Three More Affiliates Win Plan Confirmation

GENERAL GROWTH: Gets OK to Tap KPMG in the Ordinary Course
GENERAL GROWTH: Proposes to Expand Deloitte Tax Work
GENERAL MOTORS: Fees Total $54.7 Million for First Four Months
GENERAL MOTORS: To Complete Dealer Reviews in Next Two Months
GENERAL MOTORS: Seeks Incentives for Reopening of U.S. Plants

GLASSLINE PARTNERSHIP: Unsec. Creditors to Recover 70% of Claims
GREEKTOWN HOLDINGS: Wells Fargo, Agent, Files $314MM Secured Claim
GREEKTOWN HOLDINGS: Proposes to Pay Insurance Premiums for 2010
GREEKTOWN HOLDINGS: Marketing Deal with Isle of Capri Terminated
HAIGHTS CROSS: Gets Final OK to Access BoNY's Cash Collateral

HAIGHTS CROSS: Has Until April 26 to File Schedules and Statements
HARTMARX CORP: Committee Permitted to File Competing Plan
HARVEST OIL: Creditors Committee Down to 3 Members
HAYES LEMMERZ: Jana Partners Reduces Equity Stake to Zero
HAYES LEMMERZ: Troob Capital Has Zero Ownership of Common Shares

HC INNOVATIONS: Case Summary & 20 Largest Unsecured Creditors
HCA INC: Board Selects Stephen Pagliuca as Board Member
HOLDER GROUP RED: Case Summary & 20 Largest Unsecured Creditors
HORSEHEAD INDUSTRIES: Has Until April 10 to File Chapter 11 Plan
IMPLANT SCIENCES: Can't File Form 10-Q for Period Ended Dec. 2009

INTERNATIONAL ALUMINUM: Plan Going Out for Vote
ISLE OF CAPRI: Bank Loan Amendment Favorable, Moody's Says
JOSEPH CHARLES: Files Schedules of Assets and Liabilities
JOSEPH CHARLES: Taps Smith & Smith as Bankruptcy Counsel
JOSEPH MANCUSO: Case Summary & 20 Largest Unsecured Creditors

KENDALL BROOK: Court Approves Dismissal of Reorganization Case
LAS VEGAS SANDS: Swings to $43.9MM Operating Income in Q4
LEHMAN BROTHERS: Judge Trims SASCO Claims in Lehman MBS Suit
LEHMAN BROTHERS: MWRA Starts Adversary Case for Swap Agreement
LEHMAN BROTHERS: OCC Has Interpleader Suit vs. Barclays, et al.

LEHMAN BROTHERS: Sued by BP Energy for Drawing on Letter of Credit
LEHMAN BROTHERS: Sec. 341(a) Meet on March 8 for Merit Creditors
LEHMAN BROTHERS: Merit LLC Files Schedules & Statement
LENNOX INTERNATIONAL: S&P Raises Corp. Credit Rating From 'BB+'
LIBBEY GLASS: Moody's Raises Corporate Family Rating to 'B2'

LIBERTY CAPITAL: Posts $430,000 Net Loss in Q3 Ended Dec. 31
LOUISIANA-PACIFIC CORP: S&P Affirms 'BB' Corporate Credit Rating
MARKETING WORLDWIDE: Dec. 31 Balance Sheet Upside-Down by $8.9MM
MARTY'S SHOES: Court Converts Case to Chapter 7 Liquidation
MATTRESS KING: Court Approves Going-Out-Of Business Sale

MCCLATCHY CO: Closes $875 Million Senior Notes Offering
MEGA BRANDS: Files Chapter 15 Petition in Delaware
MEGA BRANDS: Chapter 15 Case Summary
MESA AIR: Wants Deloitte as Tax Consultant
MESA AIR: Committee Wants to Limit Information Access

MESA AIR: Embraer, et al., Are Substantial Claimholders
METALS USA: Dec. 31 Balance Sheet Upside-Down by $43.7 Million
METROMEDIA INT'L: Court Moves Claims Bar Date to March 10
METROPOLITAN LOFTS: Wants Bankruptcy Case Converted to Ch. 7
MIDWEST BANC: Incurs $242 Million Net Loss for 2009

MILWAUKEE FORGE: Files for Protection Under Chapter 128
MISSISSIPPI RIVER: Files for Chapter 11 in Ohio
MISSISSIPPI RIVER: Case Summary & 20 Largest Unsecured Creditors
MOODY NATIONAL: Files Schedules of Assets and Liabilities
MOVIE GALLERY: Proposes Process for Closing Stores

MOVIE GALLERY: Assumes Consulting Pact with Gordon Brothers
MOVIE GALLERY: Rejecting 68 Contracts & 833 Leases
MOVIE GALLERY: Wants Corliss Moore as CRO
NATURAL PRODUCTS: Court Establishes April 29 as Claims Bar Date
NATURAL PRODUCTS: DIP Financing, Cash Collateral Gets Final OK

NATURAL PRODUCTS: Files Schedules of Assets and Liabilities
NATURAL PRODUCTS: Trustee Objects Blackstone Conflict of Interest
NEWMARKET CORPORATION: Moody's Raises Corp. Family Rating to 'Ba1'
NIELSEN CLASSIC: Case Summary & 17 Largest Unsecured Creditors
NORTHERN OUTER BANKS: Case Summary & 5 Largest Unsecured Creditors

NUANCE COMMUNICATIONS: S&P Affirms 'B+' Corporate Credit Rating
ORLEANS HOMEBUILDERS: Delays Filing of Q2 Ended December 31
PACIFIC PANORAMA: Files List of Largest Unsecured Creditor
PACIFIC PANORAMA: Files Schedules of Assets and Liabilities
PAJAAMCO FAMILY: Asks for Court's Nod to Sell Unit A-13 Property

PCAA PARENT: Creditors Have Until March 29 to File Proofs of Claim
PCAA PARENT: Files Schedules of Assets and Liabilities
PCAA PARENT: U.S. Trustee Appoints 5-Member Creditors Committee
PCAA PARENT: Court OKs Bainbridge-Led Auction for Assets
PETER CAPONE: Case Summary & 6 Largest Unsecured Creditors

PIERRE FOODS: Moody's Affirms Corporate Family Rating at 'B2'
PIERRE FOODS: S&P Affirms Corporate Credit Rating at 'B'
PLW INC: Case Summary & 16 Largest Unsecured Creditors
PRESERVE LLC: Wants Until March 25 to Propose Chapter 11 Plan
QL2 SOFTWARE: Tumelson Wants Chapter 11 Case Dismissed

READER'S DIGEST: Emerges from Chapter 11 Bankruptcy
REDDY ICE: Moody's Assigns 'B1' Rating on $300 Mil. Senior Notes
REDMONT HOTEL: Files for Chapter 11 Bankruptcy in Birmingham
REED ENVELOPE: Files for Chapter 11 Bankruptcy in Virginia
RODNEY PREISSER: Case Summary & 20 Largest Unsecured Creditors

SCO GROUP: To Get $2 Million Loan from Ralph Yarro
SHERWOOD/CLAY-AUSTIN: To Pay 100% of Unsec. Claims from Asset Sale
SINCLAIR BROADCAST: Incurs $69.56 Million Net Loss for Q4
SINGLE TOUCH: Posts $2,754,690 Net Loss in Q1 Ended December 31
SITEL WORLDWIDE: S&P Affirms Corporate Credit Rating at 'B'

SIX FLAGS: Judge Might End Exclusivity if Plan Not Confirmed
SPECTRUM BRANDS: Avenue Capital II Owns 22.1% of Common Stock
SPECTRUM BRANDS: DE Shaw Laminar Owns 13.3% of Common Stock
SRKO FAMILY LIMITED: Case Summary & 15 Largest Unsecured Creditors
STARTRANS INC: Liquidation Plan Confirmed; Unsecureds to Get 20%

SYNTAX-BRILLIAN CORP: Shareholders to Get $10M in Fraud Action
THORNBURG MORTGAGE: Judge Clears Sale of Loan-Servicing Portfolio
TIERRA VERDE: Files Schedules of Assets and Liabilities
TIMOTHY LEE BURRESS: Case Summary & 20 Largest Unsecured Creditors
T.K. HIRAM INVESTMENTS: Case Summary & 1 Largest Unsec. Creditor

TRIBUNE CO: Wins March 31 Extension of Plan Exclusivity
TRIBUNE CO: Decision on LBO Suit, Examiner Deferred Until April
UNITED SITE: Moody's Withdraws 'Caa3' Corporate Family Rating
UNIVERSAL ENERGY: Incurs $8.2-Mil. Net Loss in Q3 Ended Dec. 31
USEC INC: Modifies Pact with Energy Dept. on Financing Milestone

VERMONT HOUSING: S&P Downgrades Rating on Housing Bonds to 'BB+'
VINEYARD NATIONAL: Has $1.8 Million Cash at January 10
VION PHARMACEUTICALS: Files Liquidating Plan
VISTEON CORP: Concedes to Appointment of Fee Examiner
VISTEON CORP: U.S. Trustee Objects to Insider Payment Plan

VYTERIS INC: Board Names Eugene Bauer as Chairman
WE THE PEOPLE: Poor Profits, Bad Deal Blamed for Bankruptcy
WILLIAM HAINES: U.S. Trustee Unable to Form Creditors Committee
WORLDSPACE INC: Citadel Advisors Owns 9.98% of Common Stock
YOUNOSZAI & ASSOCIATES: Voluntary Chapter 11 Case Summary

YRC WORLDWIDE: Stockholders Okay Changes to Increase Common Stock
ZENITH NATIONAL: Fairfax Merger Cues Fitch's Negative Watch
ZENITH NATIONAL: Fitch Affirms 'Ba1' Rating on Subordinated Bonds

* Large Companies With Insolvent Balance Sheets

                            *********

2000 ST JAMES: Files Schedules of Assets and Liabilities
--------------------------------------------------------
2000 St. James Place, L.P., filed with the U.S. Bankruptcy Court
for the Southern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $10,400,000
  B. Personal Property              $269,532
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $26,299,738
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $1,041,404
                                 -----------      -----------
        TOTAL                    $10,669,532      $27,341,142

Houston, Texas-based 2000 St. James Place, L.P., filed for Chapter
11 bankruptcy protection on February 2, 2010 (Bankr. S.D. Tex.
Case No. 10-30993).  Adrian Stanley Baer, Esq., at Cordray Tomlin
PC, 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.


2000 ST JAMES: Taps Cordray Wagner as Bankruptcy Counsel
--------------------------------------------------------
2000 St. James Place, L.P., has asked for permission from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Cordray Wagner Schneller as bankruptcy counsel.

CWS will, among other things:

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

     b. prepare necessary motions, applications, answers, orders,
        reports, and papers in connection with the orderly
        administration of the estate;

     c. perform necessary legal services in the formulation,
        negotiation and confirmation of a plan of reorganization
        and disclosure statement complying with the requirements
        of Chapter 11 of the U.S. Bankruptcy Code, which will be
        submitted to the parties-in-interest after approval by the
        Court; and

     d. perform necessary legal services in connection with the
        transactions evidenced and contemplated by a confirmed
        plan of reorganization.

CWS will be paid $270 to $325 per hour for its services.

Adrian S. Baer, a senior attorney with CWS, assures the Court that
the firm is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

Houston, Texas-based 2000 St. James Place, L.P., filed for Chapter
11 bankruptcy protection on February 2, 2010 (Bankr. S.D. Tex.
Case No. 10-30993).  Adrian Stanley Baer, Esq., at Cordray Tomlin
PC, 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.


ACCREDITED HOME: Hearing on Panel's Bid to Sue Lone Star Adjourned
------------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Accredited Home
Lenders Holding Co. received an extension until March 1 of the
exclusive right to propose a reorganization plan.  The Company had
requested a May 1 extension.

Mr. Rochelle also reports that the hearing on the request by the
Official Committee of Unsecured Creditors for standing to bring
claims on behalf of the Company against Accredited's owner, Lone
Star Funds, was adjourned to the next major hearing on March 18.
Accredited Home has consented to the Committee's bid to sue based
on arguments that claims by the Company's non-bankrupt real estate
investment trust affiliate should be recharacterized or
subordinated.

Bloomberg relates that Lone Star is already being sued by the
indenture trustee for the junior subordinated noteholders,
claiming Lone Star made fraudulent misrepresentations in
connection with the $300 million acquisition in 2007.

                       About Accredited Home

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

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

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



AES IRONWOOD: S&P Downgrades Ratings on $308.5 Mil. Bonds to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on AES
Ironwood's $308.5 million ($253.5 million outstanding as of
Sept. 30, 2009) senior secured bonds to 'B' from 'B+'.  The
outlook is stable.

The downgrade reflects a significant decline in the project's
fixed capacity rate without commensurate cost reductions during
2010.  All else equal, S&P estimate that this reduction will
result in a decline of about $10.0 million in AES Ironwood's net
revenues in 2010 compared with 2009's.


AFFINITY GROUP: Pays Interest for 9% Senior Subordinated Notes
--------------------------------------------------------------
Affinity Group Inc. paid in full the interest payable on
February 15, 2010, in respect of its 9% senior subordinated notes
due 2012.

The indenture pursuant to which such notes were issued and AGI's
Senior Credit Facility restrict the payment of dividends by AGI to
service interest on the 10-7/8% senior notes of the Company, also
due 2012 ($113.6 million aggregate principal amount outstanding as
at December 31, 2009).

Accordingly, until AGI has completed the refinancing of its Senior
Credit Facility, the Company intends to defer the interest payment
payable Feb. 15, 2010.  Under the terms of the AGHI Notes, the
Company is afforded a 30-day grace period from the interest
payment date before non-payment constitutes an event of default
under such notes.  Although there can be no assurance that the
Company's parent will again fund the interest payment on the AGHI
Notes, the Company made the interest payments due on August 16,
2008, February 15, 2009 and August 15, 2009, using, in whole or in
part, the proceeds of a capital contribution from the Company's
parent.

                    About Affinity Group

Affinity Group Holding, Inc., is a large member-based direct
marketing company, targeting North American recreational vehicle
owners and outdoor enthusiasts.  The company reported net revenue
of $506 million for the LTM period ended March 31, 2009.

At September 30, 2009, the Company had $230,111,000 in total
assets against $560,760,000 in total liabilities, resulting in
$330,649,000 in stockholders' deficit.  The September 30 balance
sheet showed strained liquidity: The Company had $117,673,000 in
total current assets against $291,986,000 in total current
liabilities.

Affinity Group carries a 'Caa1' long term corporate family rating
from Moody's and a 'CCC' issuer credit rating from Standard &
Poor's.


AGT CRUCH: Sets March 18 Disclosure Statement Hearing
-----------------------------------------------------
AGT Crunch Acquisition Co., which has sold its Crunch Fitness
clubs, will seek approval March 18 of the disclosure statement
explaining its Chapter 11 plan.  Under the Plan, unsecured
creditors will split $150,000 allocated for the class.  The Plan
will have the lenders carve out $150,000 for creditors.  In
addition, the lenders will pick up costs of the Chapter 11 case,
including professional fees.  In return, the lenders are to
receive a release of claims.  The Official Committee of Unsecured
Creditors is supporting the Plan.

AGT Crunch Acquisition Co. and its affiliates operated the Crunch
Fitness chain of 19 high-end fitness clubs.  The clubs, with
73,000 members, are located in New York, Chicago, Los Angeles and
Rock Creek, Maryland.  New York-based AGT Crunch Acquisition LLC
and its affiliates filed for Chapter 11 on May 6, 2009 (Bankr.
S.D.N.Y. Lead Case No. 09-12889).  Davin J. Hall, Esq., at Dechert
LLP, represents the Debtors in their restructuring efforts.  Diana
G. Adams, the U.S. Trustee for Region 2, appointed seven creditors
to serve on the official committee of unsecured creditors.

The petition listed assets of $104 million against $102 million in
total liabilities.  Debt includes $56.7 million on a first-lien
loan now mostly owned by Angelo Gordon affiliates.  There is a
second-lien debt for another $22.7 million.


AIRTRAN HOLDINGS: Whitebox Advisors Reports 5.6% Stake
------------------------------------------------------
Whitebox Advisors, LLC, and its affiliated funds disclosed that as
of December 31, 2009, they may be deemed to beneficially own
7,945,076 shares or roughly 5.6% of the common stock of AirTran
Holdings Incorporated.

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.

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.

                          *     *     *

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: Vanguard Group Reports 5.01% Equity Stake
-----------------------------------------------------------
The Vanguard Group, Inc., disclosed that as of December 31, 2009,
it may be deemed to beneficially own 6,748,735 shares or roughly
5.01% of the common stock of AirTran Holdings Incorporated.

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.

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.

                          *     *     *

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/--.


ALLBRITTON COMMUNICATIONS: Fitch Affirms 'B-' Corp. Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Arlington, Virginia-based Allbritton Communications Co. to stable
from negative.  All ratings on the company, including the 'B-'
corporate credit rating, were affirmed.

"The rating affirmation and outlook change to stable reflect
Allbritton's recent EBITDA turnaround and modest discretionary
cash flow generation, which have eased S&P's liquidity concerns
about the company," said Standard & Poor's credit analyst Deborah
Kinzer.

In addition, the company's cushion of compliance with its bank
covenants has improved somewhat.  Continuing compliance with the
covenant step-down schedule, however, will require sustained
EBITDA improvement and minimal use of the bank facility, in S&P's
view.

The 'B-' rating reflects Allbritton's still-high debt leverage,
earnings and cash flow concentration from limited portfolio
diversity, the cyclicality of TV ad revenue, and a track record of
shareholder-favoring financial policies.  The company's good
position in its TV markets and relatively good EBITDA margin in a
peer comparison minimally offset these factors.

Very high leverage remains a key rating concern, particularly in
light of Allbritton's concentrated EBITDA and cash flow base.
Lease-adjusted debt to EBITDA improved slightly, to 7.0x as of
Dec. 31, 2009, from 7.5x as of Sept. 30, 2009, because of higher
EBITDA.  Using an average trailing-eight-quarter EBITDA figure to
adjust for the variability between election and nonelection years,
Allbritton's lease-adjusted debt to EBITDA was 7.4x as of Dec. 31,
2009.  Lease-adjusted EBITDA coverage of interest was somewhat
thin, at 1.8x for the 12 months ended Dec. 31, 2009.

The company is owned and operated by the Allbritton family through
Perpetual Corp. Significant distributions to Perpetual have
historically put a strain on the company's credit metrics.  The
February 2009 amendment to the company's credit agreement
suspended the payment of cash dividends until the company meets a
covenant threshold.  In August 2009, the company distributed all
its equity in its Charleston, S.C. TV station to Perpetual.  In
November 2009, the company also distributed its equity interests
in the politics-oriented newspaper and Web site "Politico" to the
parent.  These distributions were permitted under amendments to
the company's credit agreement.  S&P view these actions as
weakening Allbritton's business portfolio and financial
flexibility.


AMERICAN INT'L: Discloses Equity Interest in 3 Firms
----------------------------------------------------
American International Group, Inc., AIG Global Asset Management
Holdings Corp., and AIG Global Investment Corp., now known as
PineBridge Investments LLC, disclosed that:

     -- as of December 31, 2009, they may be deemed to
        beneficially own 6,000 shares or roughly 0.03% of iPCS,
        Inc.

     -- they no longer hold shares in Avalon Pharmaceuticals,
        Inc.; and

     -- they no longer hold shares in eTelecare Global Solutions,
        Inc.

                            About AIG

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

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

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


AMERICAN INT'L: Files Institutional Investment Manager's Report
---------------------------------------------------------------
American International Group Inc. filed with the Securities and
Exchange Commission a Form 13F Institutional Investment Manager's
report, disclosing its interest in more than 7,500 companies.  The
interest is valued at more than $14,590,000,000.  A full-text copy
of the Form 13F report is available at no charge at
http://ResearchArchives.com/t/s?5407

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

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

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


AMTRUST FINANCIAL: To Hold Hearing Today on Sale of P&C Business
----------------------------------------------------------------
AmTrust Financial Corp. obtained authorization from the Hon. Pat
E. Morgenstern-Clarren to sell its property and casualty business
in an auction led by Novak Insurance Agency Inc.

The Debtors scheduled a February 22 auction for the assets.
Competing bids were due February 19.

The Court will consider the sale of the assets to Novak or the
winning bidder at a hearing today, February 23.

Absent higher and better bids, Novak will pay AmTrust Insurance
Agency, Inc., as seller, $450,000 at the closing.  In the event of
any competing bids for the Assets, resulting in Novak not being
the successful Buyer, it will receive a breakup fee of $25,000 to
be paid at the time of the closing of the sale with such third
party buyer.

                      About AmTrust Financial

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

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

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection on
November 30, 2009 (Bankr. N.D. Ohio Case No. 09-21323).  G.
Christopher Meyer, Esq., and Sherri Lynn Dahl, Esq., at Squire
Sanders & Dempsey L.L.P., assist the Debtors in their
restructuring effort.  Kurtzman Carson Consultants serves as
claims and notice agent.  Attorneys at Hahn Loeser & Parks LLP
serve as counsel to the Official Committee of Unsecured Creditors.

AmTrust Management listed $100,000,001 to
$500,000,000 in assets and $100,000,001 to $500,000,000 in
liabilities.

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


AMTRUST FINANCIAL: Taps GlassRatner as Fin'l Advisor; Glass is CRO
------------------------------------------------------------------
AmTrust Management Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Ohio for permission
to employ:

   -- GlassRatner Advisory & Capital Group, LLC as financial
      advisor; and

   -- GlassRatner's Ronald L. Glass as chief restructuring
      officer.

As CRO, Mr. Glass will report directly to Robert Goldberg, CEO of
the Debtors.

Mr. Glass and GlassRatner will, among other things:

   a) analyze profitability, cash flow and potential market value
      of limited partnership interests and real estate portfolios;

   b) collaborate with Debtors' CEO, employees and professionals
      to develop strategic alternatives with respect to AREI's
      real estate interests including providing advice regarding
      sale, liquidation, wind-down or other disposition to
      maximize value;

   c) provide financial accounting assistance to Debtors' and
      oversee the financial operating and other reports required
      by the Bankruptcy Court, the UST, Noteholders, Committee and
      other parties-in-interest in the Bankruptcy case, including,
      for example, monthly operating reports, schedules and
      statements of affairs.

The Debtors relate that in order to preserve and maximize the
Debtors' resources, it is contemplated that certain of
GlassRatner's services as FA will also be utilized by each of the
Committee and the Noteholders.  The parties are working to produce
protocols that will allow the services and work product of
GlassRatner to be shared.

Mr. Glass, co-founding member in the firm of GlassRatner, tells
the Court that his hourly rate is $525 and GlassRatner's
compensation is summarized as:

   -- GlassRatner's standard hourly billing rates for associates
      range from $150 per hour to $525 per hour;

   -- where travel is required, time incurred while traveling will
      be billed at one-half of the required travel time;

   -- all out of pocket costs will be billed at actual cost.

Mr. Glass adds that GlassRatner requested for a $80,000 retainer,
which it will be held in trust to be applied to any professional
fees, charges and disbursements that remain unpaid at the end of
the Bankruptcy Cases.

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

                      About AmTrust Financial

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

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

AmTrust Financial, together with affiliates that include AmTrust
Management Inc., filed for Chapter 11 bankruptcy protection on
November 30, 2009 (Bankr. N.D. Ohio Case No. 09-21323).  G.
Christopher Meyer, Esq., and Sherri Lynn Dahl, Esq., at Squire
Sanders & Dempsey L.L.P., assist the Debtors in their
restructuring effort.  Kurtzman Carson Consultants serves as
claims and notice agent.  Attorneys at Hahn Loeser & Parks LLP
serve as counsel to the Official Committee of Unsecured Creditors.

AmTrust Management listed $100,000,001 to
$500,000,000 in assets and $100,000,001 to $500,000,000 in
liabilities.

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


ANTHRACITE CAPITAL: Defaults on Interest Payments for More Notes
----------------------------------------------------------------
Anthracite Capital Inc. said it did not make interest payments due
on its outstanding:

   * $62.5 million aggregate principal amount of 0.75%-to-7.4975%
     Junior Subordinated Notes due 2035, issued in May 2009

   * $31.25 million aggregate principal amount of 0.75%-to-7.4975%
     Junior Subordinated Notes due 2035, issued in July 2009;

   * $62.5 million aggregate principal amount of 0.75%-to-7.73%
     Junior Subordinated Notes due 2036

   * EUR37.5 million aggregate principal amount of 0.75%-to-
     Floating Rate Junior Subordinated Notes due 2022;

   * EUR25.0 million aggregate principal amount of 0.75%-to-
     Floating Rate Junior Subordinated Notes due 2022

   * $43.5 million aggregate principal amount of 1.25%-to-7.22%
     Senior Notes due 2016, and

   * $26.4 million aggregate principal amount of 1.25%-to-7.772%-
     to-Floating Rate Senior Notes due 2017.

Under the indentures governing each series of the notes, the
Company has three days to cure the interest payment defaults or
events of default would occur.  The Company does not anticipate
being able to cure the interest payment defaults within the three-
day period.  Prior to February 1, 2010, events of default already
existed under the indentures governing each series of the
Defaulted Senior Notes as a result of the delisting of the
Company's common stock from the New York Stock Exchange, as
previously disclosed in the Company's filings with the SEC.

As previously disclosed in the Company's filings with the SEC, the
Company did not make the interest payments due on December 30,
2009 on its outstanding $18.75 million aggregate principal amount
of 7.20% Senior Notes due 2016, which was subject to a 30-day cure
period before constituting an event of default.  The Company
failed to make the interest payments due on the 7.20% Notes within
this 30-day period.  As a result, an event of default occurred and
is continuing under the indenture governing the 7.20% Notes.

While the event of default is continuing, the trustee or the
holders of at least 25% in aggregate principal amount of the
7.20% Notes may, by a written notice to the Company, declare the
principal amount of the 7.20% Notes to be immediately due and
payable.  To date, the Company has not received any such written
notice of acceleration.

The event of default under the 7.20% Notes has also resulted in
additional events of default under each of the Company's secured
facilities with Bank of America, BlackRock Holdco 2, Inc. and
Morgan Stanley due to cross defaults.  Prior to January 30, 2010,
events of default already existed under each of the Company's
Secured Facilities, as previously disclosed in the Company's
filings with the SEC.  If any acceleration were to occur under any
of the Company's Secured Facilities or any of the Company's other
debt instruments in which events of defaults exist, the Company
would not have sufficient liquid assets available to repay such
accelerated indebtedness and the Company would be unable to
continue to fund its operations or continue its business.

                    About Anthracite Capital

Anthracite Capital, Inc., is a specialty finance company focused
on investments in high yield commercial real estate loans and
related securities.  Anthracite is externally managed by BlackRock
Financial Management, Inc., which is a subsidiary of BlackRock,
Inc., one of the largest publicly traded investment management
firms in the United States with approximately $1.435 trillion in
global assets under management at September 30, 2009.  BlackRock
Realty Advisors, Inc., another subsidiary of BlackRock, provides
real estate equity and other real estate-related products and
services in a variety of strategies to meet the needs of
institutional investors.

At September 30, 2009, the Company had $2,601,125,000 in total
assets against $2,064,290,000 in total liabilities, $23,237,000 in
12% Series E-1 Cumulative Convertible Redeemable Preferred Stock,
and $23,237,000 in 12% Series E-2 Cumulative Convertible
Redeemable Preferred Stock, resulting in stockholders' equity of
$490,361,000.


ARVINMERITOR INC: Breaks Even During Fiscal 1st Quarter
-------------------------------------------------------
ArvinMeritor Inc. reported $2.5 billion in total assets against
$3.61 billion in total liabilities, resulting to a stockholders'
deficit of $1.11 billion as of Dec. 31, 2009.

Net loss for three months ended Dec. 31, 2009 -- the first quarter
of fiscal 2010 -- was $0 compared with a loss of $961 million
during the same period in 2008.

The Company said fiscal 2010 first quarter ended Dec. 31, 2009
sales were $1.15 billion, about a 16% increase from the fourth
quarter of fiscal year 2009; and down slightly from $1.2 billion
in the first quarter of fiscal year 2009.  Net income on a GAAP
basis was breakeven compared to a GAAP loss of $961 million in the
same period last year.

"Our financial results for the first quarter demonstrate that as
we experience growth in our global markets we are successfully
retaining the benefits of our previously executed cost
reductions," said Chip McClure, chairman, CEO and president.

"This quarter, we were able to convert on incremental revenue
while maintaining structural cost improvements and reinstating
full salaries to our employees.  At the same time, we announced a
nearly $10 million planned investment in South America to support
our expansion into new product segments, and an additional planned
investment of approximately $10 million to increase production
capacity at our off-highway axle joint venture in Xuzhou, China.
Both of these investments support the strong growth we are
experiencing in emerging markets," said McClure.

              First-Quarter Fiscal Year 2010 Results

For the first quarter of fiscal year 2010, ArvinMeritor posted
sales from continuing operations of $1.1 billion, an increase of
16 percent from the fourth fiscal quarter of 2009, and a decrease
of approximately six percent from the same period last year.

EBITDA, before special items, was $56 million, up 40 percent from
the fourth fiscal quarter of 2009. EBITDA, before special items,
was $16 million in the same period last year.

Loss from continuing operations on a GAAP basis was $2 million for
the first quarter, or a loss of $0.03 per diluted share, compared
to a loss from continuing operations of $920 million, or a loss of
$12.72 per diluted share, in the same period last year.  In the
prior year, the company recognized $856 million of non-cash asset
impairment charges mostly associated with establishing valuation
reserves for certain deferred tax assets and other asset
impairments primarily for Light Vehicle Systems goodwill and fixed
assets.

Income from continuing operations, before special items, was
breakeven compared to a loss of $47 million, or $0.65 per diluted
share, a year ago.

Free cash flow was $2 million in the first quarter of fiscal year
2010 compared with free cash outflow of $386 million in the same
period last year.  The company's first-quarter free cash flow
reflects stable working capital levels, improved earnings and
represents the third consecutive quarter of positive performance
in this area.

The Company had $105 million in cash balances and unutilized
commitments of $605 million under its revolving credit facility as
of Dec. 31, 2009.

                       Light Vehicle Systems

EBITDA for the LVS segment was $6 million in the first quarter of
fiscal year 2010 compared to negative $252 million in the same
period last year.  The improved EBITDA performance is primarily
due to significant cost reductions associated with LVS overhead
costs and improved financial performance in the Body Systems
business -- which was recently awarded several new customer
contracts. In addition, the company recognized non-cash asset
impairments totaling $209 million in this segment in the prior
year.

"We will maintain an acute focus on becoming a leading commercial
on- and off-highway company in our defined segments by introducing
new products that meet our customers' needs, entrenching ourselves
in emerging markets, and making investments that enable us to grow
profitably," said McClure.  "At the same time, we will be diligent
in managing our costs."

A full-text copy of the company's first quarter result is
available for free at http://researcharchives.com/t/s?5430

                      About ArvinMeritor Inc.

Based in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM) --
http://www.arvinmeritor.com/-- is a premier global supplier of a
broad range of integrated systems, modules and components to the
motor vehicle industry. The company marks its centennial
anniversary in 2009, celebrating a long history of 'forward
thinking.'  The company serves commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets, and light vehicle manufacturers.

As of September 30, 2009, ArvinMeritor had $2.508 billion in total
assets and shareowners' deficit of $1.277 billion.  As of
September 30, 2009, short-term debt was $97 million; Accounts
payable was $674 million; Other current liabilities were
$411 million; Liabilities of discontinued operations were
$107 million; Long-term debt was $1.080 billion; Retirement
benefits were $1.077 billion; Other liabilities were $310 million,
and Minority interests were $29 million.

                            *    *    *

According to the Troubled Company Reporter on Jan. 25, 2010,
Moody's Investors Service affirmed the Corporate Family and
Probability of Default ratings of ArvinMeritor, Inc., at Caa1.  In
a related action, the rating of the senior secured revolving
credit facility was affirmed at B1, and the ratings of the senior
unsecured notes were affirmed at Caa2.  ArvinMeritor's Speculative
Grade Liquidity Rating was raised to SGL-3 from SGL-4.  The rating
outlook is changed to stable.


ARVINMERITOR INC: FMR, Fidelity Report 5.943% Equity Stake
----------------------------------------------------------
FMR LLC disclosed that it may be deemed to be the beneficial
owners of 4,494,574 shares or roughly 5.943% of the common stock
of ArvinMeritor 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
2,647,405 shares or 3.501% of the Common Stock outstanding of
ArvinMeritor.  The number of ArvinMeritor shares owned by the
investment companies at December 31, 2009, included 46,713 shares
of Common Stock resulting from the assumed conversion of $980,000
principal amount of ARVINMERITOR  CV 4.625% 3/1/26 (47.6667 shares
of Common Stock for each $1,000 principal amount of debenture).
The number of ArvinMeritor shares owned by the investment
companies at December 31, 2009, included 98,391 shares of Common
Stock resulting from the assumed conversion of $2,630,000
principal amount of ARVINMERITOR INC CV 4% 2/15/27 (37.4111 shares
of Common Stock for each $1,000 principal amount of debenture).

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 2,647,405
shares owned by the Funds.

                      About ArvinMeritor Inc.

Based in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM) --
http://www.arvinmeritor.com/-- is a premier global supplier of a
broad range of integrated systems, modules and components to the
motor vehicle industry. The company marks its centennial
anniversary in 2009, celebrating a long history of 'forward
thinking.'  The company serves commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets, and light vehicle manufacturers.

As of December 31, 2009, ArvinMeritor had $2.499 billion in total
assets and shareowners' deficit of $1.112 billion.  As of
December 31, 2009, total current liabilities of $1.196 billion,
long-term debt of $1.001 billion, retirement benefits of
$1.082 billion, and other liabilities of $332 million.

                            *    *    *

According to the Troubled Company Reporter on Jan. 25, 2010,
Moody's Investors Service affirmed the Corporate Family and
Probability of Default ratings of ArvinMeritor at Caa1.  In a
related action, the rating of the senior secured revolving credit
facility was affirmed at B1, and the ratings of the senior
unsecured notes were affirmed at Caa2.  ArvinMeritor's Speculative
Grade Liquidity Rating was raised to SGL-3 from SGL-4.  The rating
outlook is changed to stable.


ARVINMERITOR INC: Glenhill Advisors Reports 8.28% Stake
-------------------------------------------------------
Glenhill Advisors, LLC, Glenn J. Krevlin, and Glenhill Capital
Management, LLC, disclosed that as of December 31, 2009, they may
be deemed to beneficially own 6,150,000 shares or roughly 8.28% of
the common stock of ArvinMeritor, Inc.

Glenn J. Krevlin is the managing member and control person of
Glenhill Advisors, LLC.  Glenhill Advisors, LLC is the managing
member of Glenhill Capital Management, LLC.  Glenhill Capital
Management, LLC is the general partner and investment advisor of
Glenhill Capital LP, a security holder of ArvinMeritor, managing
member of Glenhill Concentrated Long Master Fund, LLC, a security
holder of ArvinMeritor, and sole shareholder of Glenhill Capital
Overseas GP, Ltd.  Glenhill Capital Overseas GP, Ltd. is general
partner of Glenhill Capital Overseas Master Fund, LP, a security
holder of ArvinMeritor.

                      About ArvinMeritor Inc.

Based in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM) --
http://www.arvinmeritor.com/-- is a premier global supplier of a
broad range of integrated systems, modules and components to the
motor vehicle industry. The company marks its centennial
anniversary in 2009, celebrating a long history of 'forward
thinking.'  The company serves commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets, and light vehicle manufacturers.

As of December 31, 2009, ArvinMeritor had $2.499 billion in total
assets and shareowners' deficit of $1.112 billion.  As of
December 31, 2009, total current liabilities of $1.196 billion,
long-term debt of $1.001 billion, retirement benefits of
$1.082 billion, and other liabilities of $332 million.

                            *    *    *

According to the Troubled Company Reporter on Jan. 25, 2010,
Moody's Investors Service affirmed the Corporate Family and
Probability of Default ratings of ArvinMeritor at Caa1.  In a
related action, the rating of the senior secured revolving credit
facility was affirmed at B1, and the ratings of the senior
unsecured notes were affirmed at Caa2.  ArvinMeritor's Speculative
Grade Liquidity Rating was raised to SGL-3 from SGL-4.  The rating
outlook is changed to stable.


ARVINMERITOR INC: Glenview Capital Reports 5.03% Stake
------------------------------------------------------
Glenview Capital Management, LLC, and Lawrence M. Robbins
disclosed that as of December 31, 2009, they may be deemed to be
the beneficial owners of 3,734,856 shares or roughly 5.03% of the
common stock of ArvinMeritor Inc.

The Shares are held for the accounts of Glenview Capital Partners,
L.P., a Delaware limited partnership; Glenview Capital Master
Fund, Ltd., a Cayman Islands exempted company; Glenview
Institutional Partners, L.P., a Delaware limited partnership;
Glenview Offshore Opportunity Master Fund, Ltd., a Cayman Islands
exempted company; Glenview Capital Opportunity Fund, L.P., a
Delaware limited partnership; GCM Little Arbor Master Fund, Ltd.,
a Cayman Islands exempted company; GCM Little Arbor Institutional
Partners, L.P., a Delaware limited partnership; GCM Little Arbor
Partners, L.P., a Delaware limited partnership; and GCM
Opportunity Fund, L.P., a Delaware limited partnership.

The amount consists of: (A) 98,161 Shares held for the account of
Glenview Capital Partners; (B) 1,546,918 Shares held for the
account of Glenview Capital Master Fund; (C) 821,927 Shares held
for the account of Glenview Institutional Partners; (D) 46,670
Shares held for the account of the GCM Little Arbor Master Fund;
(E) 17,320 Shares held for the account of GCM Little Arbor
Institutional Partners; (F) 501,510 Shares held for the account of
Glenview Capital Opportunity Fund; (G) 616,890 Shares held for the
account of Glenview Offshore Opportunity Master Fund; (H) 6,260
Shares held for the account of GCM Little Arbor Partners and (I)
79,200 Shares held for the account of GCM Opportunity Fund.

Glenview Capital Management serves as investment manager to each
of Glenview Capital Partners, Glenview Capital Master Fund,
Glenview Institutional Partners, Glenview Offshore Opportunity
Master Fund, Glenview Capital Opportunity Fund, GCM Little Arbor
Master Fund, GCM Little Arbor Institutional Partners, GCM Little
Arbor Partners and GCM Opportunity Fund.  In such capacity,
Glenview Capital Management may be deemed to have voting and
dispositive power over the Shares held for such accounts.  Mr.
Robbins is the Chief Executive Officer of Glenview Capital
Management.

                      About ArvinMeritor Inc.

Based in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM) --
http://www.arvinmeritor.com/-- is a premier global supplier of a
broad range of integrated systems, modules and components to the
motor vehicle industry. The company marks its centennial
anniversary in 2009, celebrating a long history of 'forward
thinking.'  The company serves commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets, and light vehicle manufacturers.

As of December 31, 2009, ArvinMeritor had $2.499 billion in total
assets and shareowners' deficit of $1.112 billion.  As of
December 31, 2009, total current liabilities of $1.196 billion,
long-term debt of $1.001 billion, retirement benefits of
$1.082 billion, and other liabilities of $332 million.

                            *    *    *

According to the Troubled Company Reporter on Jan. 25, 2010,
Moody's Investors Service affirmed the Corporate Family and
Probability of Default ratings of ArvinMeritor at Caa1.  In a
related action, the rating of the senior secured revolving credit
facility was affirmed at B1, and the ratings of the senior
unsecured notes were affirmed at Caa2.  ArvinMeritor's Speculative
Grade Liquidity Rating was raised to SGL-3 from SGL-4.  The rating
outlook is changed to stable.


ARVINMERITOR INC: Wellington Management Reports 8.31% Stake
-----------------------------------------------------------
Wellington Management Company, LLP, in its capacity as investment
adviser, may be deemed to beneficially own 6,173,800 shares or
roughly 8.31% of the common stock of ArvinMeritor, Inc., which are
held of record by clients of Wellington Management.

                      About ArvinMeritor Inc.

Based in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM) --
http://www.arvinmeritor.com/-- is a premier global supplier of a
broad range of integrated systems, modules and components to the
motor vehicle industry. The company marks its centennial
anniversary in 2009, celebrating a long history of 'forward
thinking.'  The company serves commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets, and light vehicle manufacturers.

As of December 31, 2009, ArvinMeritor had $2.499 billion in total
assets and shareowners' deficit of $1.112 billion.  As of
December 31, 2009, total current liabilities of $1.196 billion,
long-term debt of $1.001 billion, retirement benefits of
$1.082 billion, and other liabilities of $332 million.

                            *    *    *

According to the Troubled Company Reporter on Jan. 25, 2010,
Moody's Investors Service affirmed the Corporate Family and
Probability of Default ratings of ArvinMeritor at Caa1.  In a
related action, the rating of the senior secured revolving credit
facility was affirmed at B1, and the ratings of the senior
unsecured notes were affirmed at Caa2.  ArvinMeritor's Speculative
Grade Liquidity Rating was raised to SGL-3 from SGL-4.  The rating
outlook is changed to stable.


AMERICAN SAFETY: S&P Junks Corporate Credit Rating From 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Cedar Knolls, New Jersey-based American Safety Razor
Co., including its corporate credit rating to 'CCC+' from 'B' and
removed the ratings from CreditWatch where they were placed on
Dec. 23, 2009.  The outlook is developing.

At the same time, S&P lowered the issue-level rating on the first-
lien senior secured debt to 'B' (two notches higher than the
corporate credit rating) from 'BB-'.  The recovery rating remains
a '1'.  S&P also lowered the issue-level rating on the second-lien
senior secured debt to 'CCC' from 'B-'.  The recovery rating
remains a '5'.

American Safety Razor had about $546 million of total debt
(adjusted for capitalized operating leases, mezzanine debt at RSA
Holdings Corp, and pension and postretirement obligations) as of
Oct. 3, 2009.

The ratings had been placed on CreditWatch because of S&P's
concerns that the company's operating performance would not be
sufficient to meet the fourth-quarter step down of the maximum
leverage covenant to 4.35x from 4.9x.  "The 'CCC+' rating
indicates that in S&P's opinion, American Safety Razor is
vulnerable to default," said Standard & Poor's credit analyst
Jayne Ross.  "The downgrade reflects S&P's view that the razor
category, which has always been highly competitive because it is
dominated by companies with substantially greater resources, has
become even more competitive due to the weak economy and difficult
retail landscape," Ms.  Ross added.  S&P believes privately held
American Safety Razor is even more vulnerable to the actions of
its larger competitors and its retail customers given its small
size.  S&P estimates that although operating performance in fiscal
2009 improved from the prior year, it will not be sufficient for
the company to meet its covenants for fiscal 2009 and that
performance could be under significant pressure in 2010.

The rating on American Safety Razor Co., a private-label/value
manufacturer and marketer of razors and blades, reflects the
company's high debt leverage, narrow product focus, aggressive
financial policy, and small size in a sector dominated by
companies with substantially greater financial resources.
Although the company maintains a good market position as a
private-label/value manufacturer and marketer of razors and
blades, it competes against larger players in the razor and blade
category.  Despite American Safety Razor's defensive operating
strategy (maintaining a solid private-label/value share in the
consumer market and pursuing niche markets such as specialty
industrial blades), S&P believes the company is vulnerable to
pricing actions by its bigger competitors.

In 2008, the company faced operating challenges in implementing
manufacturing initiatives as well as a difficult operating
environment in its razor and industrial products segments.
Although the company has taken steps to address the factors
affecting its industrial business, S&P does not expect that there
will be any material improvement in this segment in the near term.
S&P also believes that because of the heightened competition in
the sector that the company will continue with cost cutting
efforts as it looks to right size its business model under the
current market conditions, while at the same time offering new
product introductions so that it remains a key value/private label
provider of razors to retailers.

The outlook on American Safety Razor is developing.  S&P are
estimating that the company will not meet the covenant for the
quarter ending December 2009 given the step down to 4.35x from
4.9x.  S&P could lower the rating further if the company is not
able to amend its current credit agreements or if operating
performance deteriorates.  However, if the company is able to
obtain an amendment to its current credit agreements, restore and
maintain adequate cushion and liquidity, and manage through the
current market conditions S&P could raise the rating.


ATRIUM CORP: Proposes Moelis as Financial Advisor
-------------------------------------------------
BankruptcyData reports that Atrium Companies is seeking approval
from the U.S. Bankruptcy Court for the District of Delaware to
hire Moelis & Company as financial advisor and investment banker
for a restructuring fee and a monthly fee dependent on whether or
not there is an acquirer.

(1) If a restructuring transaction does not involve an acquirer,
    the Debtors will pay Moelis a monthly fee according to this
    schedule: Months 1-5: $150,000 per month, Month 6: No amount
    due, if applicable, Month 7 and thereafter $150,000 per month.

(2) If a restructuring transaction involves an acquirer, the
    Debtors will pay Moelis a monthly fee according to the
    following schedule: Months 1-6: $150,000 per month, Month 7
    and thereafter: $150,000 per month.

According to BData, the Company filed a separate request to employ
Klehr Harrison Harvey Branzburg as co-counsel.  The firm will be
paid at these rates: partner at $475 to 600, of counsel at 350,
associate at 235 to 250 and paraprofessional at 160.

Finally, the Official Committee of Unsecured Creditors filed
applications to retain Landis Rath & Cobb as co-counsel at these
hourly rates: partner at $575 and associate at 255 to 395 and
Otterbourg, Steindler, Houston & Rosen as lead co-counsel at these
hourly rates: partner /counsel at $545 to 865, associate at 245 to
565 and paralegal at 195 to 215.

                           About Atrium

Headquartered in Dallas, Texas, Atrium Corporation --
http://www.atrium.com/-- is a manufacturer and supplier of
residential windows and doors in North America.  The Company has
5,100 employees and 63 manufacturing facilities and distribution
centers in 21 U.S. states, Canada and Mexico.

Atrium Corporation and various affiliates filed for Chapter 11
bankruptcy protection on January 20, 2010 (Bankr. D. Del. Case No.
10-10150).  Richard M. Cieri, Esq.; Joshua A. Sussberg, Esq.; and
Brian E. Schartz, Esq., at Kirkland & Ellis LLP, and Dominic E.
Pacitti, Esq.; and Michael W. Yurkewicz, Esq., at Klehr Harrison
Harvey Branzburg LLP, assist the Debtors in their restructuring
efforts.  Deloitte Financial Advisory Services LLP is the Debtors'
financial advisor.  Moelis & Company is the Debtors' investment
banker.  Goodmans LLP is the Debtors' Canadian counsel.  Garden
City Group Inc. is the Debtors' claims agent.

As of December 31, 2009, the Debtors listed $655.9 million in
consolidated debts, but didn't state their consolidated assets.

Atrium Corp.'s petition says assets are up to $500,000 while debts
range from $100 million to $500 million.


AUBREY BRUCE WRING: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Joint Debtors: Aubrey Bruce Wring
                 dba Wring Family Revocable Trust
                 dba Wring Real Estate LLC
                 dba A & B Enterprises LP
                 dba Wring Timberland, LLC
                 dba Butler Row LLC
                 dba Virginia Ann Wring Irrevocable Trust
                 dba Wring Family Trust
                 dba Affordable Land Sales LLC
                 dba Affordable Management LLC
               Virginia A. Wring
               5524 Riverdale Rd
               Memphis, TN 38141

Bankruptcy Case No.: 10-21899

Chapter 11 Petition Date: February 19, 2010

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: Paulette J. Delk

Debtors' Counsel: Earnest E. Fiveash, Jr., Esq.
                  1433 Poplar Avenue
                  Memphis, TN 38104
                  Tel: (901) 276-3334
                  Fax: (901) 276-4715
                  Email: earnietheattorney@gmail.com

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

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

According to the schedules, the Company has assets of $20,629,010,
and total debts of $18,365,480.

The petition was signed by the Joint Debtors.

Debtors' List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
BAC Home Loan              Rental House @         $127,200
Servicing (BK)             4700 Bethay Dr,        ($112,000
                           Memphis, TN            secured)

BAC Home Loan              Rental House @         $73,100
Servicing (BK)             4315 Appian Dr,        ($65,100)
                           Memphis, TN            secured)

Bank of America            Rental House @         $142,100
                           8766 Julip,            ($129,500)
                           Memphis, TN            secured)

Bank of America            Rental House @         $91,000
                           2851 Emerald St.,      ($84,000)
                           Memphis, TN            secured)

Bank of America            Rental House @         $108,300
                           4478 Garrison,         ($101,500)
                           Memphis, TN            secured)

Bank of America            Rental House @         $71,000
                           4552 Countrybrook,     ($64,400)
                           Memphis, TN            secured)

Bank of America            Rental House @         $124,500
                           7475 Germanshire,      ($108,500)
                           Memphis, TN            secured)

Bank of America            Rental House @         $104,300
                           7326 English Cove,     ($90,300)
                           Memphis, TN            secured)

Bank of America            Rental House @         $137,100
                           4981 Grand Pines,      ($118,300)
                           Memphis, TN            secured)

Bank of Bartlett           Rental House @         $77,000
                           4621 Chadwell,         ($64,400)
                           Memphis, TN            secured)

Bank of Bartlett           Rental House @         $109,600
                           2759 Java Dr.,         ($99,300)
                           Memphis, TN            secured)

Cadence Banking            Rental House @         $72,900
                           4360 Cloudburst,       ($63,000)
                           Memphis, TN            secured)

Chase Home Finance (BK)    Rental House @         $122,000
                           7670 Callaway,         ($124,600)
                           Hills, Memphis, TN     secured)
                                                  ($71,380)
                                                  senior lien)

MATCU                      Rental House @         $126,100
                           8875 Hidden Springs,   ($96,300)
                           Memphis, TN            secured)

MATCU                      Rental House @         $73,300
                           1579 Hester,           ($66,500)
                           Memphis, TN            secured)

MATCU                      Rental House @         $71,380
                           6538 Baybrook,         ($64,800)
                           Memphis, TN            secured)

Regions Mortgage           Rental House           $65,100
Bankruptcy Dept.                                  ($0 secured)

Regions Mortgage           Rental House @         $158,800
Bankruptcy Dept.           7446 Hollyview,        ($94,500)
                           Memphis, TN            secured)

Regions Mortgage           Rental House @         $111,350
Bankruptcy Dept.           4845 Callaway Hills,   ($94,500)
                           Memphis, TN            secured)

Regions Mortgage           Rental House @         $167,075
Bankruptcy Dept.           1517 Brookside Dr,     ($154,000)
                           Memphis, TN            secured)


AUGUSTA APARTMENTS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Augusta Apartments, LLC
        49 Falling Run Road
        Morgantown, WV 26505

Bankruptcy Case No.: 10-00303

Chapter 11 Petition Date: February 19, 2010

Court: United States Bankruptcy Court
       Northern District of West Virginia (Clarksburg)

Debtor's Counsel: Robert O. Lampl, Esq.
                  Robert O Lampl Law Office
                  960 Penn Avenue Suite 1200
                  Pittsburgh, PA 15222
                  Tel: (412) 392-0330
                  Fax: (412) 392-0335
                  Email: rlampl@lampllaw.com

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

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

The petition was signed by Kristian E. Warner, the company's
managing member.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Allegheny Power                                   $40,149

Allied Waste Services                             $6,993

Badger and Sal                                    $5,610

Bowles Rice McDavid                               $30,000
Graff & Love

City of Morgantown                                $21,272

Comcast                                           $15,139

CTL Engineering                                   $3,661

First United Bank & Trust                         $4,000,000
PO Box 9
Oakland, MD 21550-1517

Landau                                            $2,000,000
9855 Rinaman Road
Wexford, PA 15090

Maid for Today                                    $1,472

Morgantown Area Chamber of                        $700
Commerce

Nichole Taylor                                    $575

OTIS                                              $19,189

PNC Bank                                          $21,600,000
Successor to National City
Bank
c/o Kimberly Luff Wakim
Thorp Reed & Armstrong, LLC
Pittsburgh, PA 15219-1425

Rental Guide Magazine                             $4,560

Secure US, Inc.                                   $888

Sheriff of Monongalia County                      $312,419

Spilman Thomas & Battle                           $28,403

Tucker & Arensberg Attorneys                      $7,500

WesBanco Bank Inc.                                $40,930


AVIS BUDGET: Shrinks Net Loss to $27-Mil. in Fourth Quarter
-----------------------------------------------------------
Avis Budget Group Inc. reported results for its fourth quarter and
full year, which ended December 31, 2009.

The Company reported a net loss of $27 million for three months
ended Dec. 31, 2009, compared with a $111 million net loss for
three months ended Dec. 31, 2008.

The Company reported full-year revenue of $5.1 billion and a
pretax loss of $77 million, including $20 million of restructuring
charges and $33 million of non-cash impairment charges.  For the
fourth quarter, the Company reported revenue of $1.2 billion and a
pretax loss of $88 million, including $5 million of restructuring
charges and a $32 million non-cash impairment charge.

Excluding unusual items, the Company generated full-year EBITDA of
$243 million and a pretax loss of $6 million, and fourth quarter
EBITDA of $14 million and a pretax loss of $51 million.

"In the fourth quarter, we saw a continuation of trends from the
third quarter, specifically, strong pricing, tepid demand, a
healthy used-car market and rigorous cost control throughout our
operations. This enabled us to post significant year-over-year
improvement in earnings," said Ronald L.  Nelson, Avis Budget
Group Chairman and Chief Executive Officer. "Our decisions to
remain tight-fleeted and further reduce unprofitable transactions
helped us increase our Domestic Car Rental EBITDA by more than
$80 million versus the prior-year quarter, despite lower revenues
and lower rental volumes. Our ongoing cost reductions were also
critical to our improved results.

"As we look into 2010, we expect year-over-year rental volume
comparisons to improve over the course of the year, cost-saving
initiatives to provide incremental benefits and the used car
market to remain healthy.  We also expect our per-unit fleet costs
to decline year-over-year as we add more model-year 2010 vehicles
to our fleet," Mr. Nelson said.

Fourth Quarter Results

In the fourth quarter, total car rental revenues decreased 9%
year-over-year, driven primarily by a 19% decrease in rental days
and a 13% increase in time and mileage revenue per day. Domestic
ancillary revenues grew 9% on a per-rental-day basis.

The company's car fleet costs decreased 21% due to a 3% decrease
in our per-unit fleet costs and an 18% reduction in its average
fleet.  Other operating expenses, excluding net gasoline and
insurance-related impacts, decreased 80 basis points to 52.6% of
revenue, principally reflecting cost-saving and productivity
improvement initiatives. Selling, general and administrative costs
increased 10 basis points as a percentage of revenue to 10.9%
primarily due to the absence of incentive compensation expense in
fourth quarter 2008.

Truck rental revenue decreased 2% and EBITDA increased as cost
savings were partially offset by a 2% decline in rental days, and
time and mileage revenue per day was essentially unchanged.

In the fourth quarter, the company recorded a $5 million
restructuring charge related to its cost-reduction and efficiency
improvement plan, as well as a $32 million non-cash impairment
charge related to our investment in Carey Holdings, Inc.

Full-Year Results

For the full year, total car rental revenues decreased 15% versus
the previous year, driven by a 20% decline in rental days
partially offset by a 6% increase in time and mileage revenue per
day.  Leisure pricing was strong, particularly in the second half
of 2009.  Commercial pricing also increased modestly.  The
company's rental days declined year-over-year due to the effects
of reduced airline passenger volumes and our actions to reduce
volume from unprofitable channels and transactions.  Its off-
airport revenues decreased 15%, to approximately $700 million, and
the company closed 124 under-performing off-airport locations
during the year.  Domestic ancillary revenue growth of 15% per
rental day was driven by pricing actions and higher penetration
rates.

Its car fleet costs decreased 16% due to a 3% increase in its per-
unit fleet costs and a 19% reduction in our average fleet.  Other
operating expenses, excluding net gasoline and insurance-related
impacts, decreased 40 basis points to 49.9% of revenue,
principally reflecting cost-saving initiatives and productivity
improvements.  Selling, general and administrative costs decreased
20 basis points as a percentage of revenue to 10.5%, primarily due
to cost-saving initiatives, partially offset by the absence of
incentive compensation expense in 2008.

Truck rental revenue decreased 7% as rental days declined 7% and
time and mileage revenue per day decreased 1%. EBITDA increased
significantly, as the company achieved substantial cost savings.

A full-text copy of the company's press release on its fourth
quarter 2009 financial results is available for free at
http://ResearchArchives.com/t/s?53b0

                      About Avis Budget Group

Avis Budget Group (NYSE: CAR) -- http://www.avisbudgetgroup.com/
-- provides vehicle rental services, with operations in more than
70 countries.  Through its Avis and Budget brands, the Company is
a general-use vehicle rental company in each of North America,
Australia, New Zealand and certain other regions based on
published airport statistics.  Avis Budget Group is headquartered
in Parsippany, N.J. and has roughly 24,000 employees.

At September 30, 2009, the Company had $9.96 billion in total
assets against total current liabilities of $858 million, total
liabilities exclusive of liabilities under vehicle programs of
$3.85 billion, and liabilities under vehicle programs of
$5.88 billion, resulting in stockholders' equity of $229 million.

                          *      *      *

According to the Troubled Company Reporter on Feb. 4, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Avis Budget Group Inc. to 'B+' from 'B-'.  S&P also
raised the other ratings on the company by two notches, and the
recovery ratings on the company's secured and unsecured debt
remain unchanged.  The outlook is now stable.


BANK OF AMERICA: Opposes Proposal for an Outside Pay Consultant
---------------------------------------------------------------
Bank of America says it is opposed to a judge's proposal to
appoint an outside compensation consultant as part of a settlement
with the Securities and Exchange Commission, according to ABI.
U.S. District Judge Jed Rakoff had suggested certain modifications
to the settlement.

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

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

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

                        About Bank of America

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

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

                           *     *     *

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

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

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


BEARINGPOINT INC: Tracer Capital Has Zero Equity Stake
------------------------------------------------------
Tracer Capital Management L.P., Tracer Capital Offshore Fund Ltd.,
Riley McCormack, and Matt Hastings disclose that as of
December 31, 2009, they have ceased to own shares in BearingPoint,
Inc. $0.01 par value common stock.

The CUSIP number of the Common Stock is 074002106.

A full-text copy of Tracer Capital Management's amended Schedule
13G is available for free at http://researcharchives.com/t/s?53e2

                      About BearinPoint Inc.

BearingPoint, Inc. -- http://www.BearingPoint.com/-- was one of
the world's largest providers of management and technology
consulting services to Global 2000 companies and government
organizations in more than 60 countries worldwide.

BearingPoint, Inc., fka KPMG Consulting, Inc., together with its
units, filed for Chapter 11 protection on February 18, 2009
(Bankr. S.D.N.Y., Case No. 09-10691).  The Debtors' legal advisor
is Weil, Gotshal & Manges, LLP, their restructuring advisor is
AlixPartners LLP, and their financial advisor and investment
banker is Greenhill & Co., LLC. Jeffrey S. Sabin, Esq., at Bingham
McCutchen LLP represents the Creditors' Committee.  Garden City
Group serves as claims and notice agent.

BearingPoint disclosed total assets of $1.655 billion and debts
of $2.201 billion as of December 31, 2008.

On the petition date, BearingPoint filed a Chapter 11 plan of
reorganization negotiated with lenders prepetition.  BearingPoint,
however, changed course and has instead pursued a sale of its
units, after determining that creditor recoveries would be
maximized through sales of the businesses.

On December 22, 2009, the Bankruptcy Court entered an order
confirming the Debtors' Modified Second Amended Joint Plan Under
Chapter 11 of the Bankruptcy Code, dated December 17, 2009.  On
December 30, 2009, the Debtors satisfied the conditions precedent
to the effectiveness of the Plan and on December 31, 2009, a
Notice of Effective Date of the Plan was filed with the Bankruptcy
Court.


BEAZER HOMES: Annual Stockholders' Meeting Set for April 13
-----------------------------------------------------------
The annual meeting of stockholders of Beazer Homes USA, Inc., will
be held at 11:00 a.m. on April 13, 2010, at the Company's
principal executive office at 1000 Abernathy Road, Suite 1200, in
Atlanta, Georgia.

At this meeting, stockholders will vote on:

     1) The election of the seven nominees to the Company's Board
        of Directors;

     2) The ratification of the selection of Deloitte & Touche LLP
        by the Audit Committee of the Board of Directors as the
        Company's independent registered public accounting firm
        for the fiscal year ending September 30, 2010;

     3) The approval of an amendment to the Company's Amended and
        Restated Certificate of Incorporation that would increase
        the total number of authorized shares of common stock from
        80,000,000 shares to 180,000,000 shares;

     4) The approval of the Beazer Homes USA, Inc. 2010 Equity
        Incentive Plan; and

     5) Any other such business as may properly come before the
        meeting or any adjournments or postponements thereof.

The Board has fixed the close of business on February 23, 2010, as
the record date for the determination of stockholders entitled to
notice of and to vote at the meeting.

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?5408

                     Partial Exchange of TruPS

On January 15, 2010, the Company entered into (i) an Exchange
Agreement with Taberna Preferred Funding V, Ltd., Taberna
Preferred Funding VII, Ltd. and Taberna Preferred Funding VIII,
Ltd. and (ii) a Junior Subordinated Indenture with Wilmington
Trust Company, as trustee.  The Taberna Entities, as holders of
outstanding trust preferred securities, exchanged the trust
preferred securities -- which were cancelled -- for $75 million
aggregate principal amount of new junior subordinated notes due
2036 issued under the Junior Subordinated Indenture.  The material
terms of the junior subordinated notes are consistent with the
terms of the trust preferred securities, with certain exceptions.

The junior subordinated notes have a 30-year term ending July 30,
2036.  Until July 30, 2016, the junior subordinated notes will pay
interest at a fixed rate of 7.987%.  After July 30, 2016, when the
distribution rate on the trust preferred securities would have
changed from a fixed rate to a floating rate set at LIBOR plus
2.45%, the junior subordinated notes will also float at that rate,
but will be subject to a floor of 4.25% and a cap of 9.25%.  In
addition, the Company will now have the option to redeem the
junior subordinated notes beginning on June 1, 2012 at 75% of par
value, and beginning on June 1, 2022 the redemption price will
increase by 1.785% per year.

Avila Advisors, LLC advised the Company in connection with the
exchange transaction.

                          NYSE Delisting

The New York Stock Exchange Inc. removed from listing the
Company's Preferred Stock Purchase Rights effective as of the
opening of business on January 29, 2010.  The Rights expired and
became null and void on January 7.

The NYSE also removed from listing the Company's 8-5/8% Senior
Notes due May 15, 2011, effective as of the opening of business on
February 1, 2010.

On January 12, the Company closed its concurrent underwritten
public offerings of 22,425,000 shares of its common stock and
$57.5 million aggregate principal amount of its 7-1/2% Mandatory
Convertible Subordinated Notes due 2013, which included the full
exercise of the underwriters' over-allotment option for each
offering.  The Company received net proceeds of $153,772,250 from
the offerings, after underwriting discounts and commissions.

On January 7, 2010, the Company called for the full redemption of
its 8-5/8% Senior Notes.  The Company used the net proceeds from
the January 12 offerings to replenish funds used to redeem the 8-
5/8% Senior Notes and for other general corporate purposes
including, without limitation, funding (or replenishing cash that
had been used to fund) repurchases of Company indebtedness.

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company reported $2.02 billion in total assets and
$1.77 billion in total liabilities, resulting to a $250.0 million
stockholders' equity, as of Dec. 31, 2009.

At September 30, 2009, Beazer had $2,029,410,000 in total assets,
including $507,339,000 in cash and cash equivalents, against
$1,832,855,000 in total liabilities, resulting in $196,555,000 in
stockholders' equity.  Beazer had $374,851,000 in stockholders'
equity at September 30, 2008.

                           *     *     *

According to the Troubled Company Reporter on January 12, 2010,
Standard & Poor's Ratings Services assigned its 'CC' issue rating
and its '6' recovery rating to Beazer Homes USA Inc.'s proposed
$50 million 7.5% mandatory convertible subordinated notes due
2013.  Beazer will use proceeds from the new notes, as well as a
proposed $90 million equity offering, to redeem $127 million of
senior notes due 2011, which the company can call at par.


BEAZER HOMES: Deutsche Bank Reports 6.90% Equity Stake
------------------------------------------------------
Deutsche Bank AG; Deutsche Bank AG, London Branch; and Deutsche
Bank Securities Inc. disclosed that as of December 31, 2009, they
may be deemed to beneficially own 2,766,533 shares or roughly
6.90% of the common stock of Beazer Homes USA, Inc.

The shares are beneficially owned by the Corporate and Investment
Banking business group and the Corporate Investments business
group of Deutsche Bank AG and its subsidiaries and affiliates.

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company reported $2.02 billion in total assets and
$1.77 billion in total liabilities, resulting to a $250.0 million
stockholders' equity, as of Dec. 31, 2009.

At September 30, 2009, Beazer had $2,029,410,000 in total assets,
including $507,339,000 in cash and cash equivalents, against
$1,832,855,000 in total liabilities, resulting in $196,555,000 in
stockholders' equity.  Beazer had $374,851,000 in stockholders'
equity at September 30, 2008.

                           *     *     *

According to the Troubled Company Reporter on January 12, 2010,
Standard & Poor's Ratings Services assigned its 'CC' issue rating
and its '6' recovery rating to Beazer Homes USA Inc.'s proposed
$50 million 7.5% mandatory convertible subordinated notes due
2013.  Beazer will use proceeds from the new notes, as well as a
proposed $90 million equity offering, to redeem $127 million of
senior notes due 2011, which the company can call at par.


BEAZER HOMES: Launches Exchange Offer for 12% Senior Secured Notes
------------------------------------------------------------------
Beazer Homes USA, Inc., is offering to exchange $250,000,000 of
12% Senior Secured Notes due 2017, which have been registered
under the Securities Act of 1933, for any and all outstanding 12%
Senior Secured Notes due 2017, which have not been registered
under the Securities Act of 1933.

Beazer will exchange all original notes that are validly tendered
and not withdrawn before the end of the exchange offer for an
equal principal amount of new notes.  The exchange offer expires
at 11:59 p.m., New York City time, on March 9, 2010, unless
extended.

No public market exists for the original notes or the new notes.
Beazer said it does not intend to list the new notes on any
securities exchange or to seek approval for quotation through any
automated quotation system.

The exchange offer is intended to satisfy Beazer's obligations to
register an exchange offer of the new notes for the original notes
required by the registration rights agreement entered into in
connection with the offering of the original notes.  Beazer will
not receive any cash proceeds from the issuance of the new notes.
In consideration for issuing the new notes, Beazer will receive
the outstanding original notes in like principal amount, the terms
of which are identical in all material respects to the terms of
the new notes.  The original notes surrendered in exchange for the
new notes will be retired and cancelled and cannot be reissued.

In connection with the offering, the Company filed with the
Securities and Exchange Commission a Pre-effective Amendment No. 1
to Form S-4 Registration Statement under the Securities Act of
1933, a full-text copy of which is available at no charge at
http://ResearchArchives.com/t/s?5409

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company reported $2.02 billion in total assets and
$1.77 billion in total liabilities, resulting to a $250.0 million
stockholders' equity, as of Dec. 31, 2009.

At September 30, 2009, Beazer had $2,029,410,000 in total assets,
including $507,339,000 in cash and cash equivalents, against
$1,832,855,000 in total liabilities, resulting in $196,555,000 in
stockholders' equity.  Beazer had $374,851,000 in stockholders'
equity at September 30, 2008.

                           *     *     *

According to the Troubled Company Reporter on January 12, 2010,
Standard & Poor's Ratings Services assigned its 'CC' issue rating
and its '6' recovery rating to Beazer Homes USA Inc.'s proposed
$50 million 7.5% mandatory convertible subordinated notes due
2013.  Beazer will use proceeds from the new notes, as well as a
proposed $90 million equity offering, to redeem $127 million of
senior notes due 2011, which the company can call at par.


BEAZER HOMES: Renaissance Technologies Reports 0.62% Stake
----------------------------------------------------------
Renaissance Technologies LLC and James H. Simons disclosed that as
of December 31, 2009, they may be deemed to beneficially own
248,300 shares or roughly 0.62% of the common stock of Beazer
Homes USA, Inc.

                        About Beazer Homes

Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/--
headquartered in Atlanta, is one of the country's 10 largest
single-family homebuilders with continuing operations in Arizona,
California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada,
New Jersey, New Mexico, North Carolina, Pennsylvania, South
Carolina, Tennessee, Texas, and Virginia.  Beazer Homes is listed
on the New York Stock Exchange under the ticker symbol "BZH."

The Company reported $2.02 billion in total assets and
$1.77 billion in total liabilities, resulting to a $250.0 million
stockholders' equity, as of Dec. 31, 2009.

At September 30, 2009, Beazer had $2,029,410,000 in total assets,
including $507,339,000 in cash and cash equivalents, against
$1,832,855,000 in total liabilities, resulting in $196,555,000 in
stockholders' equity.  Beazer had $374,851,000 in stockholders'
equity at September 30, 2008.

                           *     *     *

According to the Troubled Company Reporter on January 12, 2010,
Standard & Poor's Ratings Services assigned its 'CC' issue rating
and its '6' recovery rating to Beazer Homes USA Inc.'s proposed
$50 million 7.5% mandatory convertible subordinated notes due
2013.  Beazer will use proceeds from the new notes, as well as a
proposed $90 million equity offering, to redeem $127 million of
senior notes due 2011, which the company can call at par.


BERRY PLASTICS: Exchange Bid for Fixed Rate Notes Due March 4
-------------------------------------------------------------
Berry Plastics Corporation's offer to exchange $620,000,000 Senior
Secured Fixed Rate Notes -- comprised of $370,000,000 8-1/4% First
Priority Senior Secured Fixed Rate Notes due 2015 and $250,000,000
8-7/8% Second Priority Senior Secured Fixed Rate Notes due 2014
registered under the Securities Act of 1933 -- for a like
principal amount of First and Second Priority Senior Secured Fixed
Rate Notes will expire at 5:00 p.m., New York City time, March 4,
2010, unless extended.

Completion of the exchange offer is subject to certain customary
conditions, which Berry may waive.  The exchange offer is not
conditioned upon any minimum principal amount of the outstanding
notes being tendered for exchange.  Noteholders may withdraw
tenders of outstanding notes at any time before the exchange offer
expires.

There is no existing market for the exchange notes to be issued,
and Berry does not intend to apply for listing or quotation on any
exchange or other securities market.

The Troubled Company Reporter first ran a story on the Exchange
Offer on January 6, 2010.  A copy of Company's updated prospectus
is available at no charge at http://ResearchArchives.com/t/s?540b

The outstanding notes were issued by Berry Plastics Escrow LLC and
Berry Plastics Escrow Corporation.  The exchange notes will
represent the same debt as the outstanding notes and we will issue
the exchange notes under the same indentures.

Berry posted a net loss of $29.2 million for the quarterly period
ended January 2, 2010, from a net loss of $29.4 million for the
quarterly period ended December 27, 2008.  In November, the
Company reported its third straight year of losses, posting 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.

At January 2, 2010, Berry had total assets of $5.311 billion
against total liabilities of $5.014 billion, resulting in
stockholders' equity of $297.3 million.

A full-text copy of Berry's quarterly report on Form 10-Q is
available at no charge 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 January 2, 2010 the Company had more than 80
production and manufacturing facilities, primarily 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 five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

                          *     *     *

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.


BROADWAY 401: DIP Financing & Cash Collateral Use Gets Final Okay
-----------------------------------------------------------------
Broadway 401 LLC, et al., obtained final authorization from the
Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware to use cash collateral until March 16, 2010, and
obtain DIP Financing.

As reported by the TCR on January 20, 2010, the Debtors sought and
obtained interim authorization from Judge Carey to incur
postpetition secured obligations from a syndicate of lenders led
by PB Capital Corporation, as lender and as senior agent for the
lenders, and use cash collateral to fund their Chapter 11 case,
pay suppliers and other parties.  The Debtors proposed to grant
replacement liens on all DIP collateral subject and junior only to
the post-petition liens.

New York-based Broadway 401 LLC, along with Broadway Mass
Associates LLC, and Broadway Mass TIC I LLC, is owned by Lazar
Muller, Samuel Weiss, Charles Herzka, David Weldler and the 1997
Neumann Family Trust.  The Debtors acquired the property located
at 401 Massachusetts Ave. and 425 Massachusetts Ave. between
December 2004 and January 2006 for more than $47 million.  Since
that time, they've improved the properties with two 14-story
residential towers containing 559 residential condominiums.  The
towers are known as "The Dumont" and are reportedly "vacant but
essentially . . . complete and ready for occupancy."

Broadway 401 filed for Chapter 11 bankruptcy protection on
January 11, 2010 (Bankr. D. Delaware Case No. 10-10070).  The
Company's affiliates -- Broadway Mass Associates LLC; Broadway
Mass TIC I LLC, et al. -- filed separate Chapter 11 petitions.
Jamie Lynne Edmonson, Esq., at Bayard PA, assists the Debtors in
their restructuring efforts.

Broadway 401 listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.


C2 MEDIA: Back in Chapter 11 for Sale to Vomela
-----------------------------------------------
C2 Media LLC, along with four affiliates, filed for Chapter 11
(Bankr. S.D.N.Y. Case No. 10-10783).

According to Bill Rochelle at Bloomberg News, C2 Media LLC is in
Chapter 11 to complete the sale of its assets to Vomela Specialty
Co.  C2 expects to file a motion "very shortly" to begin the sale
process.

C2 provides digital and screen-printed digital media.  It listed
assets of $17.3 million and liabilities of $21.1 million in its
Chapter 11 petition.  The secured lender, Bank of America NA, has
a claim for $7.35 million.

C2 filed for Chapter 11 in October 2001 and confirmed a
reorganization plan in September 2004.

Isaac Nutovic, Esq., at Nutovic & Associates, represents the
Debtor in its Chapter 11 effort.


CALIFORNIA: To Sell $4-Bil. in General Obligation Bonds in March
----------------------------------------------------------------
According to Stan Rosenberg at Dow Jones Newswires, Tom Dresslar,
a spokesman for State Treasurer William Lockyer, said in a
telephone interview Sunday that California plans to tap bond
markets for $4 billion in March to finance infrastructure
improvements.

According to Dow Jones, Mr. Dresslar said the bond sales will come
in two parts spaced several weeks apart:

     (1) The initial piece of March's infrastructure bonds will
         comprise $2 billion of tax-exempt securities, to be
         formally priced March 4 through Morgan Stanley and J.P.
         Morgan as co-bookrunners of an underwriting syndicate.
         The pricing will be preceded by a two-day offering of the
         debt to individual investors, who in September gobbled up
         78% of an $8.8 billion revenue anticipation note sale,
         despite the state's fiscal woes.

     (2) The second part will be "roughly the same size" as the
         first but will comprise all taxable debt, including an
         unspecified amount of federally subsidized Build America
         Bonds.  Issuers get a 35% subsidy on overall interest
         costs, which often make the taxable bonds cheaper than
         tax-exempt financing.  Underwriters weren't immediately
         known.

The Dow Jones says California's tax-exempt general obligation
bonds -- rated Baa1 by Moody's Investors Service, single-A-minus
by Standard & Poor's and triple-B by Fitch Ratings -- on Friday
yielded 2.7% for five-year debt -- an area of scarcity in the
municipal bond market -- and 4.39% for 10-year debt.  Investors in
the 35% federal income tax bracket would need returns of 4.15% and
6.75%, respectively, to match those returns in the taxable market.

Dow Jones says the sales -- a pair spaced several weeks apart --
would come at a time that California's budget is bleeding about
$20 billion in red ink through fiscal 2011 and when some portfolio
managers have cautioned that investments in California debt are
turning riskier.

According to Dow Jones, the cash-stressed state, facing a $3
billion budget shortfall last July, started issuing IOU's in lieu
of cash to meet its payments.  It eventually issued $2.6 billion
of the interest-bearing IOUs between July 2 and September 4, and
has since called for redemption of the scrip, but not all of it
has yet been turned in.


CALVIN WHITE: Wants to Have Until February 26 to File Schedules
---------------------------------------------------------------
Calvin G. White and Janae B. White ask the U.S. Bankruptcy Court
for the Eastern District of Washington to extend until
February 26, 2010, their time to file schedules of assets and
liabilities and statement of financial affairs.

The Debtors relate that they need additional time ensure that the
documents are complete and accurate when filed.

Wenatchee, Washington-based Calvin G. White filed for Chapter 11
bankruptcy protection on January 29, 2010 (Bankr. E.D. Wash. Case
No. 10-00453).  Allan L. Galbraith, Esq., at Davis Arneil Law Firm
LLP, 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.


CAPITAL GROWTH: Court Approves Settlement with British Telecom
--------------------------------------------------------------
The High Court of Justice, Queen's Bench Division, Commercial
Court in London made an order by consent resulting in the amicable
settlement of all disputes between Capital Growth System, Inc. and
its wholly owned subsidiary, Magenta netLogic with British
Telecom.

The settlement order was agreed to by the parties and, as a
result, all litigation between the parties has been terminated and
all disputes between the parties have been successfully resolved.

                           Going Concern

At September 30, 2009, the Company had total assets of $50,008,000
against total liabilities of $81,513,000, resulting in
shareholders' deficit of $31,505,000.  At December 31, 2009, the
Company had shareholders' deficit of $1,797,000.

The Company said its net working capital deficiency, recurring
operating losses, and negative cash flows from operations raise
substantial doubt about its ability to continue as a going
concern.  However, the successful delivery on major customer
contracts entered into since mid-2008 and continued success in
closing these types of contracts are expected to move the Company
into profitability.  In addition to those new contracts,
Management believes that the inclusion of VDUL's business and cash
flows will have a positive impact on future results.  At the same
time, expenses are managed closely and lower-cost outsource
opportunities are given case-by-case consideration.

Notwithstanding, the Company continues to find support among its
shareholders and other investors, as evidenced by the $5.6 million
and $35.8 million financing completed in 2009 and 2008.  This
capital was used to fund the VDUL acquisition, to strengthen its
core logistics business model, and to support existing operations.

                        About Capital Growth

Capital Growth Systems, Inc., and its subsidiaries operate in one
reportable segment as a single source telecom logistics provider
in North America and the European Union.  The Company helps
customers improve efficiency, reduce cost, and simplify operations
of their complex global networks -- with a particular focus on
access networks.


CATALYST PAPER: Won't Proceed with Rights Offering at This Time
---------------------------------------------------------------
Catalyst Paper has decided to defer proceeding with proposed
rights offering.  In November 2009 the company announced, in
conjunction with an exchange offer involving its outstanding 8
5/8% Senior Notes due June 15, 2011, that upon completion of the
Exchange Offer it intended to conduct a rights offering to raise
proceeds of up to $100 million.

Last week, the company said that it had amended the terms of the
Exchange Offer.  The company also said the resignation of Richard
Garneau, the Chief Executive Officer, effective April 28, 2010.  A
search for a successor is underway and the Board has determined
that completing this succession process is desirable prior to
initiating the proposed rights offering.  As a result of this and
current market and industry conditions, the company has
reconsidered the timing of the proposed rights offering and will
not proceed with it at this time.

                       About Catalyst Paper

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

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

                           *     *     *

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


CENTRAL PARK/VOGUE: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Central Park/Vogue Limited Partnership
          fka RSG Family Limited Partnership - Vogue
          fka Vogue Apartments
          aka Central Park Apartments
        7500 Central Park Circle
        Tampa, FL 33637

Bankruptcy Case No.: 10-03566

Chapter 11 Petition Date: February 19, 2010

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

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

A list of the Company's 15 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/flmb10-03566.pdf

The petition was signed by Ronald L. Glas.

Debtor-affiliate that filed separate Chapter 11 petition
February 18, 2010:

        Entity                                     Case No.
        ------                                     --------
Amberton Apartments, LLC                           10-03402

Debtor-affiliates that filed separate Chapter 11 petitions
February 19, 2010:

        Entity                                     Case No.
        ------                                     --------
Central Park II, LLC                               10-03572
  aka Central Park Apartments
RSG Family - RiverTree Landing Apartments, LLC     10-03604
  aka RiverTree Landing Apartments

Debtor-affiliates that filed 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-affiliate that filed separate Chapter 11 petition
January 6, 2010:

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

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

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

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

Debtors' 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


CHAMPION ENTERPRISES: Creditors Take Aim at Credit Suisse Conflict
------------------------------------------------------------------
The unsecured creditors in Champion Enterprises Inc.'s bankruptcy
case have accused Credit Suisse AG of using its conflicting role
as both an agent to the lending group and an underwriter for the
debtors to improve the lenders' collateral position, according to
Law360.

Troy, Michigan-based Champion Enterprises, Inc., and its
subsidiaries are international manufacturers of factory-built
homes and steel-framed modular buildings, with operations in the
United States, Canada and the United Kingdom.  Buildings
constructed by Champion and its subsidiaries consist of both
single and multi-module units designed for either commercial or
residential purposes.  Champion products range from single-module
HUD-Code homes to sophisticated commercial structures such as
hotels.

The Company filed for Chapter 11 on November 15, 2009 (Bankr. D.
Del. Case No. 09-14019).  The Company's affiliates also filed
separate bankruptcy petitions.  James E. O'Neill, Esq., Laura
Davis Jones, Esq., Mark M. Billion, Esq., Timothy P. Cairns, Esq.,
at Pachulski Stang Ziehl & Jones LLP, assist Champion in its
restructuring effort.  The Company listed $576,527,000 in assets
and $521,337,000 in liabilities as of October 3, 2009.


CHAPARRAL ENERGY: S&P Changes CreditWatch to Developing
-------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications to developing from positive on Oklahoma City-based
independent exploration and production firm Chaparral Energy Inc.
The ratings were initially placed on CreditWatch on Feb. 9, 2010.
The CreditWatch revisions reflects the withdrawal of Chaparral's
$400 million note offering, and the significant impact to
liquidity if the company does not find a new credit facility
and/or source of financing in the very near term.

At the same time S&P revised the recovery rating on Chaparral's
senior unsecured debt to '3' indicating its expectation for
meaningful recovery (50%-70%), from '4'.  S&P have revised the
CreditWatch implications on the 'CCC+' issue-level rating to
developing from positive.  The change in the recovery rating
reflects the increased asset value available to the unsecured
noteholders as a result of the withdrawal of the $400 million note
offering.

The rating action follows the announcement that Chaparral Energy
has withdrawn its offering of $200 million second-priority notes
due 2015 and concurrent offering of $200 million senior unsecured
notes due 2018.  "S&P remain concerned about near-term liquidity,
including the May 2010 borrowing base redetermination, and
Chaparral's ability or willingness to find an adequate solution to
its near-term refinancing needs," said Standard & Poor's credit
analyst Paul Harvey.

In support of current ratings, S&P believes Chaparral will exhibit
a more conservative financial policy in 2010, limiting capital
spending to operating cash flows, thus preserving liquidity.
Nevertheless, S&P expects financial measures to remain weak given
the company's heavy debt burden.  Based on S&P's 2010 price
assumptions of $60 per BOE crude oil and $4.50 per mmBTU natural
gas, adjusted debt leverage would top 4.0x and interest coverage
would not exceed 2.5x.  Financial results are supported by
Chaparral's extensive hedge program, covering about 85% of current
production through 2010, and around 80% in 2011.

The developing CreditWatch status reflects the potential for
either raising, lowering, or affirming the current ratings.  S&P
expects to resolve the CreditWatch prior to the company's
borrowing base redetermination in May.  Chaparral is currently
pursuing alternative options for improving liquidity as well as
extending the maturity of its credit facility.  An upgrade would
require Chaparral to both extend the maturity of its credit
facility by one year or more and to secure financing to materially
improve liquidity.  S&P could lower ratings if Chaparral's
liquidity becomes strained, or if it fails to make significant
progress to extend the maturity of its credit facility.  S&P could
affirm ratings if the company maintains adequate liquidity, and it
has a concrete plan to extend the maturity on the credit facility
at the time S&P resolve the CreditWatch listing.


CHEMTURA CORP: Files Objections to Environmental Claims
-------------------------------------------------------
Chemtura Corp. has filed objections to environmental claims by the
New York Department of Environmental Conservation, Pennsylvania
Department of Environmental Protection, the New Jersey Department
of Environmental Protection, the California Department of Toxic
Substances Control, and the Connecticut Department of
Environmental Protection, State of Florida Department of
Environmental Protection, and North Carolina
Department of Environment and Natural Resources.

Among other claims of New York, the Debtors object to two claims
aggregating more than $5 million, relating to postpetition
compliance obligations, future response costs and penalties
associated with the site located at 688-700 Court Street, in
Brooklyn, New York, and future response costs and penalties
associated with the site located at 633 Court Street, in Brooklyn,
New York, under New York environmental laws and prepetition
orders.

With respect to Pennsylvania's claims, the Debtors dispute the
legal basis for the assessment of any civil penalties on the basis
of Chemtura failing to perform remedial obligations at a site of
predecessor American Refining Group, including obligations under
the 2004 Administrative Order.

The Debtors dispute the allowance of certain claims asserted by
the New Jersey Department of Environmental Protection and the
administrator of the New Jersey Spill Compensation Fund.  The
Disputed Claims are asserted against the Debtors for past
oversight costs, future costs and nature resource damages
associated with nine different sites throughout the state of New
Jersey.

The NJ Environment Protection Department asserted that the
Debtors are liable for an amount of more than $2,082,237 and that
the Disputed Claims are to be filed in a protective manner based
upon the Department's assertion that the remedial obligations are
not dischargeable.

The Debtors argue that they should not be held liable for the
entire amount of past oversight costs or future response costs
because the NJ Department failed to account for the actions of
other potentially responsible parties.

In addition, the Debtors contend that the NJ Department has
asserted oversight costs that are unsupported, unverifiable or
otherwise not in accordance with governing environmental law.

The Debtors ask the Court to disallow seven claims asserted by
the California Department of Toxic Substances Control.  The
Disputed Claims were asserted against the Debtors for the
remediation of the San Joaquin Drum Site located at 3930 Gilmore
Street, in Bakersfield, California and the BKK site at 2210 South
Azusa Ave., in West Covina, California.

As to Connecticut, the Debtors oppose Claim Nos. 11513 and 11569,
which were asserted against:

  (a) Debtor Chemtura Corporation for remediation of the Laurel
      Park, Inc. Superfund Site in Naugatuck, Connecticut, and
      the Beacon Heights Landfill Superfund Site in Beacon
      Falls, Connecticut; and

  (b) Debtor Naugatuck Treatment Company for remediation of the
      Laurel Park site under a prepetition consent decree.

The Debtors ask the Court to disallow Claim No. 11046 filed by
the State of Florida Department of Environmental Protection as a
contingent claim against Debtor Chemtura Corporation for past and
future response costs associated with the remediation of all
former locations owned and operated by the Debtors in the State
of Florida, including the Apex Oil property located at 3101
Talleyrand Ave., in Jacksonville, Florida and the Southern Mill
Creek Products site located at 5414 and 5430 North 56th St., in
Tampa, Florida.

The Debtors dispute certain claims filed by the North Carolina
Department of Environment and Natural Resources against them for
the remediation of certain sites.  The Disputed Claims assert that
the Debtors are liable under environmental laws and regulations
because one or more of the Debtors allegedly caused or contributed
to, or is otherwise responsible for, the release of hazardous
substances into the environment at the three North Carolina sites.

                      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: $7 Million in Claims Change Hands February
---------------------------------------------------------
For the period from January 30, 2010, to February 14, 2010, about
30 entities transferred their claims, totaling more than
$6,784,205, against the Debtors to these entities:

  Transferor                Transferee                Amount
  ----------                ----------             ------------
  O'Melveny & Myers LLC     The Seaport Group LLC    $1,504,555

  Wolfblock LLP             Fair Harbor Capital LLC      31,271

  Lopez Pallets             Fair Harbor Capital          15,643

  Peachtree Sales &         Claims Recovery Group LLC    14,115
     Distribution

  Safe Harbor Access        Liquidity Solutions, Inc     18,874
     Systems

  Olivares & CIA S.C.       Liquidity Solutions          27,652

  E B Astudillo and         Liquidity Solutions           1,022
     Associates

  Louisiana Steam           Liquidity Solutions           1,245
     Equipment Co.

  Breazeale Sachse &        Liquidity Solutions           4,189
     Wilson LLP

  Platinum Consulting       Liquidity Solutions          85,168
    Group LLC

  Haviland Products Co.     Creditor Liquidity L.P.       3,138

  Latex Rubber &            Creditor Liquidity            3,748
     Specialties

  Eagle Electric            Creditor Liquidity            1,815
     Machinery

  Walters Dimmick           Blue Heron Micro                306
     Petroleum Corp.        Opportunities Fund LLP

  UAC Packaging LLC         Blue Heron                      636

  The Davis Companies,      Blue Heron                      550
     Inc.

  Span Tech                 Blue Heron                      163

  Bisbee Infrared           Blue Heron                      450
     Services, Inc.

  Central Testing Co.,      Blue Heron                      120
     Inc.

  Overhead Door Co. of      Blue Heron                      141
     Toledo

  Sieler Construction,      Blue Heron                      147
     Inc.

  Reliable Technologies,    Blue Heron                      207
     Inc.

  Compliance Concepts,      Blue Heron                      120
     Inc.

  Petrin Corporation        Hain Capital Holdings Ltd.  114,871
                                                         21,021
                                                         93,130

  Longacre Opportunity      Marblegate Special          292,859
     Fund L.P.              Opportunities Master        273,923
                            Fund L.P.

  US SALT LLC               Longacre Opportunity         28,316
                            Offshore Fund, Ltd.          28,296

  Greenberg Traurig P.A.    Longacre Opportunity      1,174,653
                            Fund L.P.                 1,184,914

  The Seaport Group LLC     Drawbridge Special        1,504,555
                            Opportunities Fund LP       300,911

  The Seaport Group         Worden Master Fund           75,000

  Sleeveco, Inc.            Claims Recovery Group LLC     2,575

  Croplife America/         Sierra Liquidity Fund LLC       701
     Pesticide Policy
     Coalition

  Robison Curphy &          Argo Partners                74,016
     O'Connell

  Headcount Management,     Corre Opportunities         109,264
     Inc.                   Fund L.P.

                      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)


CHEYENNE MOUNTAIN: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Cheyenne Mountain Entertainment, Inc.
        4140 E Baseline Road, Suite #208
        Mesa, AZ 85206

Bankruptcy Case No: 10-03632

Chapter 11 Petition Date: February 12, 2010

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

Judge: The Honorable Sara Sharer Curley

Debtor's Counsel: Douglas S. YounglovE, Esq.
                  Douglas S. Younglove, PLLC
                  125 E Coronado Road
                  Phoenix, AZ 85004
                  Tel: 602-258-4838
                  E-mail: d.s.younglove@att.net

Estimated Assets: $500,000 to $1,000,000

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.

Gary Whiting, managing shareholder and chairman of the Board,
signed the petition filed with the Bankruptcy Court.


CHEYENNE MOUNTAIN: Case Dismissed Due to Missing Creditors List
---------------------------------------------------------------
The Honorable Sara Sharer Curley of the U.S. Bankruptcy Court for
the District of Arizona dismissed, on Feb. 22, 2010, the Chapter
11 case of Cheyenne Mountain Entertainment, Inc.

According to the Court's order, the case was dismissed because the
Debtor failed to file a list of creditors in the proper format as
required by Local Bankruptcy Rule 1007-1.

A notice by the Bankruptcy Clerk on February 17 said that the
Chapter 11 Petition has not been signed by the Debtor/Authorized
Individual.

Cheyenne Mountain blamed the filing on the chief executive officer
Gary Whiting according to reporting by ve3d.ign.com.  The report
related that Mr. Whiting was included in a compliant filed in
Maricopa County, Arizona Superior Court by shareholders alleging
various wrong-doing against the Company.

Cheyenne Mountain Entertainment is a developer of the StarGate
Resistance game.  Cheyenne Mountain filed for Chapter 11 on Feb.
12, 2010 (Bankr. D. Ariz. Case No. 10-03632).  It listed assets
and debts of up to $1,000,000.


COACHMEN INDUSTRIES: Shareholders Rights Agreement Expired Feb. 1
-----------------------------------------------------------------
James T. Holden, secretary of Coachmen Industries Inc., reported
that certain shareholder rights agreement dated Jan. 4, 2009, as
amended, and all rights granted to shareholders of the company
expired as of the close of business on Feb. 1, 2010.

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

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

                        *     *     *

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

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


DAZ VINEYARDS: Files for Chapter 11 in California
-------------------------------------------------
DAZ Vineyards LLC, doing business as Demetria Estate Winery, filed
a Chapter 11 petition on Feb. 15 in Santa Barbara, California
(Bankr. C.D. Calif. Case No. 10-10689.

Los Olivos, California-based DAZ Vineyards listed assets of $32.1
million against debt totaling $11.4 million in the schedules
attached to its petition.  Debt includes $11.2 million listed as
secured.

William C. Beall, Esq., at Beall and Burkhardt, serves as the
Debtor's bankruptcy counsel.


DENHAM HOMES: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Denham Homes, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Illinois its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $8,000,000
  B. Personal Property                $4,284
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $5,872,422
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $4,371,904
                                 -----------      -----------
        TOTAL                     $8,004,284      $10,244,326

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 in its petitioni.


DENHAM HOMES: Hearing on Move to Louisiana Continued to March 15
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
has continued until March 15, 2010, at 11:00 a.m., the hearing on
the motion to transfer the Chapter 11 case of Denham Homes, LLC,
to another district.  The hearing will be held at Courtroom 682,
219 South Dearborn, Chicago, Illinois.

Teche Federal Bank, a secured creditor and party-in-interest,
asked the Court to transfer the Chapter 11 case of the Debtor from
the Northern District of Illinois, Chicago Division, to the Middle
District of Louisiana.

Teche related that the transfer of the case is need in the
interest of justice and for the convenience of the parties.  Teche
added that all of the Debtor's assets are located in Louisiana.

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.


DHP HOLDINGS: Committee Drops Motion for Chapter 7 Conversion
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Official
Committee of Unsecured Creditors for DESA LLC has agreed not to
seek dismissal of the Debtors' Chapter 11 cases or seek Chapter 7
conversion of the cases at least until April 1.

In return, the Debtors' lenders agreed to increase to $465,000 --
from $300,000 in cash -- the amount that can be paid to the
Committee's professionals for work in 2009.  In 2010, the
Committee can be paid as much as $15,000 a month.  The Bankruptcy
Court has approved the agreement.

In its request, the Committee argued that the conversion would
permit the trustee to administer what remains of the estate's
assets while protecting what remains of unencumbered assets, if
any.

                       About DHP Holdings II

Headquartered in Bowling Green, Kentucky, DHP Holdings II
Corporation is the parent of DESA Heating, which sells and
distributes heating commercial products in Europe and Mexico under
brand names including ReddyHeater, Comfort Glow and Master
Portable Heaters.  The Company has manufacturing, storage and
distribution facilities in Alabama and California.

DHP Holdings II and six of its affiliates filed for Chapter 11
protection on December 29, 2008 (Bankr. D. Del. Lead Case No.
08-13422).  The Company's international arm, HIG-DHP Barbados, has
not filed for bankruptcy.  HIG-DHP Barbados holds 100% of the
equity of all foreign nondebtor subsidiaries, which manufacture,
distribute and sell commercial and consumer goods in Europe,
Mexico, and Canada.

Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski, Stang, Ziehl Young & Jones LLP, represent the Debtors
as counsel.  The Debtors proposed AEG Partners as restructuring
consultants, and Craig S. Dean as chief restructuring officer and
Kevin Willis as assistant chief restructuring officer.  The Court
approved Epiq Bankruptcy Solutions LLC as noticing, claims and
balloting agent.  As of November 29, 2008, the Company, along with
its non-debtor subsidiaries and affiliates, had assets of
$132.5 million and liabilities of $133.2 million.


DICK SMOTHERS: Files for Chapter 11 with $2.8-Mil. Debt
-------------------------------------------------------
Michael Braga at Herald Tribune says Dick Smothers filed for
Chapter 11 bankruptcy, listing assets of $2 million and
liabilities of $2.8 million.  Dick Smothers is a comedic actor.


DOLLAR THRIFTY: Swings to $45 Million Net Income in 2009
--------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., said for the year ended
December 31, 2009, net income was $45.0 million, or $1.88 per
diluted share.  For the year ended December 31, 2008, the net loss
was $346.7 million, or $16.22 loss per diluted share.  The net
loss in 2008 included a $14.31 loss per diluted share related to
the impairment of goodwill and long-lived assets and changes in
fair value of derivatives, compared to a favorable impact on
income of $0.65 per diluted share in 2009.  Consistent with the
Company's 2009 revenue guidance, total revenue for the year was
$1.55 billion, a decrease of 8.9% over the comparable period in
2008.

Net income for the fourth quarter ended December 31, 2009, was
$11.5 million, or $0.42 per diluted share, compared to a net loss
of $72.2 million, or $3.36 loss per diluted share, in the fourth
quarter of 2008. Net income for the fourth quarter of 2009
included a favorable impact on income of $0.14 per diluted share,
compared to a loss of $1.54 per diluted share in last year's
fourth quarter, both of which relate to changes in fair value of
derivatives and impairments of long-lived assets.

For the quarter ended December 31, 2009, the Company's total
revenue was $345.3 million, as compared to $355.1 million for the
comparable 2008 period.  The decline in revenue was primarily
driven by a 12.2% decrease in rental days, partially mitigated by
an 11.6% improvement in revenue per day.  On a same store basis,
rental revenues for locations open during both periods were up
1.7% compared to the fourth quarter of 2008.  The fourth quarter
average fleet was down 10.5% compared to the fourth quarter of
2008.

"We are all proud of the Company's dramatic financial turnaround
that is clearly demonstrated in our operating results for the
quarter and full year.  The Company realized a $69.6 million year-
over-year improvement in Corporate Adjusted EBITDA for the fourth
quarter.  Additionally, we also are reporting our fourth
consecutive quarter of year-over-year improvement in financial
performance while operating in the challenging economy of 2009,"
said Scott L. Thompson, President and Chief Executive Officer.

"Revenue for the quarter was in line with our expectations and our
overall return on asset strategy.  We continue to focus on the
profitability of rental transactions and overall price discipline
in the industry.  Consistent with our strategy, at times we will
accept lower transaction days and utilization in order to maintain
the proper balance between price and volume," said Mr. Thompson.

"As we began 2009, we faced a number of significant challenges
that necessitated changing the Company rapidly in order to enhance
our competitiveness and to properly position the Company for
success.  I would like to thank the entire Dollar Thrifty team for
their openness to change and their significant contributions in a
difficult year," said Thompson.

                  Liquidity and Capital Resources

The Company said that during the fourth quarter of 2009, it
further strengthened its liquidity and tangible net worth through
a successful $120 million equity offering.  As of December 31,
2009, the Company had $500 million in cash and cash equivalents,
and an additional $623 million in restricted cash and investments
primarily available for the purchase of vehicles or repayment of
vehicle financing obligations.  The Company's tangible net worth
at December 31, 2009 was $368 million.

                           2010 Outlook

The Company expects industry conditions to improve slightly in
2010 as a result of several factors.  Continued improvement in the
overall economy, combined with ongoing recovery in the credit
markets, is expected to result in low single-digit growth in
transaction days in 2010.  The Company believes that customer
demand for its value-oriented leisure brands and continued
industry pricing discipline will result in moderate price
increases in revenue per day on a year-over-year basis.  Finally,
the Company believes that recent favorable trends in the used
vehicle markets will continue throughout 2010, resulting in solid
residual values and improvements in monthly fleet operating costs
year-over-year.

Based on the expectations, the Company is targeting Corporate
Adjusted EBITDA for the full year of 2010 to be within a range of
$120 million to $140 million.  The Company provided additional
information with respect to its full year guidance:

     -- Vehicle rental revenues are projected to be up 2% - 4%
        compared to 2009, resulting from low single-digit
        increases in both transaction days and revenue per day.

     -- Vehicle depreciation costs for the full year of 2010 are
        expected to be approximately $325 per vehicle per month.
        The Company noted that disposition of vehicles is expected
        to create some volatility in the level of these costs on a
        quarter-to-quarter basis.

"In 2009, our primary objectives were the preservation of
liquidity and maximization of cash flow.  With those objectives
achieved, the Company is well positioned to take advantage of a
mildly improving economy.  We will seek profitable transaction
growth in 2010 with the objective of maximizing return on assets
for our shareholders," said Mr. Thompson.

A full-text copy of DTAG's earnings release is available at no
charge at http://ResearchArchives.com/t/s?540c

               About Dollar Thrifty Automotive

Dollar Thrifty Automotive Group, Inc. is headquartered in Tulsa,
Oklahoma. Driven by the mission "Value Every Time," the Company's
brands, Dollar Rent A Car and Thrifty Car Rental, serve value-
conscious travelers in over 70 countries.  Dollar and Thrifty have
over 600 corporate and franchised locations in the United States
and Canada, operating in virtually all of the top U.S. and
Canadian airport markets.  The Company's approximately 6,400
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.

In November 2009, Standard & Poor's Ratings Services raised its
corporate credit rating of Dollar Thrifty to 'B-' from 'CCC', in
light of the Company's improved operating and financial
performance that began in mid-2009.  Moody's Investors Service
also upgraded Dollar Thrifty's Probability of Default Rating to
'B3' from 'Caa2' and Corporate Family Rating to 'B3' from 'Caa3'.


DOLLAR THRIFTY: Peter Cannell, BlackRock Report Equity Stake
------------------------------------------------------------
Peter B. Cannell & Co., Inc., disclosed that as of December 31,
2009, it may be deemed to beneficially own 1,392,705 shares or
roughly 5.04% of the common stock of Dollar Thrifty Automotive
Group, Inc.

BlackRock Inc. disclosed that as of December 31, 2009, it may be
deemed to beneficially own 1,526,194 shares or roughly 5.53% of
the common stock of Dollar Thrifty Automotive Group.

Dimensional Fund Advisors LP disclosed that as of December 31,
2009, it may be deemed to beneficially own 1,533,740 shares or
roughly 5.55% of the common stock of Dollar Thrifty Automotive
Group.

Evercore Asset Management, LLC, said that as of December 31, 2009,
it no longer held shares of Dollar Thrifty Automotive Group.

Dollar Thrifty Automotive Group, Inc. is headquartered in Tulsa,
Oklahoma. Driven by the mission "Value Every Time," the Company's
brands, Dollar Rent A Car and Thrifty Car Rental, serve value-
conscious travelers in over 70 countries.  Dollar and Thrifty have
over 600 corporate and franchised locations in the United States
and Canada, operating in virtually all of the top U.S. and
Canadian airport markets.  The Company's approximately 6,400
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.

In November 2009, Standard & Poor's Ratings Services raised its
corporate credit rating of Dollar Thrifty to 'B-' from 'CCC', in
light of the Company's improved operating and financial
performance that began in mid-2009.  Moody's Investors Service
also upgraded Dollar Thrifty's Probability of Default Rating to
'B3' from 'Caa2' and Corporate Family Rating to 'B3' from 'Caa3'.


DUBAI WORLD: Government Won't Seek Senior Creditor Status
---------------------------------------------------------
The Wall Street Journal's Maria Abi-Habib reports that a
spokeswoman for the government of Dubai said Monday the government
won't seek senior creditor status in restructuring talks under way
between Dubai World and its lenders.

The Journal says a senior creditor status could have entitled the
government to get its money back before other creditors.
According to the Journal, the position being taken by the
government may help simplify Dubai World's negotiations with
creditors over some $22 billion of the company's debt.

"The Dubai government will be treated on an equal footing with all
creditors," the Dubai government spokeswoman said, according to
the Journal. "The government is committed to a fair and equal
process, and we want to maximize recovery for all creditors."

The Journal also reports that Deputy Treasury Secretary Neal
Wolin, who met with officials in Dubai last week, said he expects
the emirate's government to articulate plans for dealing with
Dubai World's debt in the next two to four weeks.  "I encouraged
them to do it quickly, to take their medicine sooner rather than
later and to do it transparently," he said.

As reported by the Troubled Company Reporter on February 16, 2010,
people familiar with the matter have told Zawya Dow Jones that
Dubai World may offer creditors just 60% of the money they are
owed as part of a deal to reschedule $22 billion in debt.

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

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

The TCR on February 19, 2010, said Dubai World will present a
proposal to creditors in March.  According to the TCR, Bloomberg
News, citing a person close to the Dubai government, said the
proposal will be made after valuation of the assets are completed
and after consultations with the Abu Dhabi government and the
United Arab Emirates' Central bank.

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

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

                        6-Month Standstill

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

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

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

                          Large Exposure

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

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

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

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

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

                        About Dubai World

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

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


DUTCH GOLD: September 30 Balance Sheet Upside-Down by $3.3 Million
------------------------------------------------------------------
Dutch Gold Resources, Inc.'s consolidated balance sheets at
September 30, 2009, showed $2,535,054 in total assets and
$5,877,503 in total liabilities, resulting in a $3,342,449
shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $1,468,740 in total current
assets available to pay $3,362,577 in total current liabilities.

The Company reported a net loss of $2,542,891 for the three months
ended September 30, 2009, compared to a net loss of $1,048,705 for
the same period of 2008.

During the three-month period ended September 30, 2009, the
Company incurred operating expenses of $2,197,093 and interest
expenses of $345,798 as compared to operating expenses of $950,126
and interest expenses of $22,074 for the period ended
September 30, 2008.

                       Nine Months Results

During the nine-month period ended September 30, 2009, the Company
incurred operating expenses of $5,291,320 and interest expenses of
$1,023,227 as compared to operating expenses of $2,725,991 and
interest expenses of $334,732 for the period ended September 30,
2008.  The Company's net loss during the nine-month period ended
September 30, 2009, was $6,314,547 as compared to a net loss of
$3,922,076 during the nine-month period ended September 30, 2008.

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

                    2008 Results of Operations

The operating loss for the twelve months ended December 31, 2008,
was $4,140,727, an increase of $2,174,993 over the year ended
December 31, 2007.  Revenue for the twelve months ended
December 31, 2008, was $628,669 as compared to $3,102,376 for the
year ended December 31, 2007.  Interest expense and financing
costs for the twelve months ended December 31, 2008, were $616,740
as compared to $336,163 for the twelve months ended December 31,
2007.

The total loss for the twelve months ended December 31, 200,8 was
$4,602,863 as compared to $1,614,897 for the twelve months ended
December 31, 2007.

A full-text copy of the Company's 2008 annual report is available
at no charge at http://researcharchives.com/t/s?53df

                       Going Concern Doubt

The Company's independent auditors stated in their report dated
January 28, 2010, for the fiscal year ending December 31, 2008,
that the Company has incurred operating losses from inception and
that the Company's continuance is dependent on raising capital and
generating revenues sufficient to sustain operations.

"These factors raise substantial doubt about our ability to
continue as a going concern."

The Company believes that the necessary capital will be raised and
has entered into discussions to do so with certain individuals and
companies.  However, as of the date of these consolidated
financial statements, no formal agreement exists.

                         About Dutch Gold

Based in Atlanta, Ga., Dutch Gold Resources, Inc. (OTC: DGRI)
-- http://www.dutchgoldresources.com/-- is a junior gold miner
focused in North America.  The Company's mission is to become a
recognized gold producer within two years.

The Company is reviewing engineering and feasibility studies of
the Benton Mine.  The Benton Mine in Southern Oregon, which had
been in test production, is now in a Care and Maintenance program.
The Company commissioned a drilling program, the results of which
are being used as the basis to form a long-term mining plan.


EASTMAN KODAK: Fitch Affirms 'B3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed Eastman Kodak's ratings and
revised the rating outlook to stable from negative, as outlined
below, based on Moody's expectations that the company will be able
to sustain its moderately improving operating performance while
maintaining a very good liquidity profile.

The B3 corporate family rating and stable rating outlook reflect
Moody's expectations that Kodak's profitability, including
intellectual property licensing income, will remain modest over
the intermediate term as the company contends with ongoing
competitive challenges in its broad digital portfolio and the
secular decline in its traditional film business.  At the same
time, Moody's anticipate that free cash flow will approximate
breakeven to a modest usage as the company's restructuring actions
and defined benefit pension plan and other retirement programs
consume cash.  The rating also considers the company's brand name
and market position as well as cash inflows from successful
licensing of the company's intellectual property, which includes
gross payments of $450 million to be received from Samsung in
2010.

Kodak's consumer digital segment, which includes digital cameras
and inkjet printers, represented $2.6 billion or 34% of total
revenue in 2009, and generated $35 million of earnings from
operations compared to a loss of $177 million in 2008.  However,
over $400 million of this profit (before tax) was generated
through non recurring IP licensing deals, without which the
consumer digital segment remained unprofitable.

Kodak's graphic communications business (about $2.7 billion or 36%
of revenue) continues to be pressured by reduced print demand
related to the weak advertising market and other printed output,
as well as the reduced demand from its commercial customers due to
lower capital expenditure budgets and a still limited access by
customers to credit.  Although the segment had an operating loss
of $42 million in 2009, the company showed sequential improvement
in the second half of 2009.  With expectations of a stabilizing
demand environment and cost containment, Moody's expect that the
graphics communications business will be modestly profitable in
2010.

While Moody's anticipate future IP licensing income and cash flow
due to the essential nature and broad usage of the company's
technology used by other device manufacturers (i.e.  cell phones
and cameras) and the company's successful track record in IP
negotiations, Kodak's rating nonetheless remains constrained by
the limited profitability of its total digital portfolio (consumer
digital and graphics communications).  Over time, the outlook
could be revised to positive to the extent that the company is
able to demonstrate sustained profitability in this area.

While profitable, the company's traditional film business (FPEG),
which includes consumer film and photofinishing as well as
entertainment imaging, continues its secular decline, with
profitability falling by 19% in 2009 to $159 million.  Although
management has taken aggressive actions to reduce the cost
structure of FPEG in line with a declining revenue base, Moody's
expect that segment profitability will continue to decline such
that this segment's profit contribution will be de minimus by
2014.  As a result of FPEG's deteriorating profit contribution,
the company will be increasingly reliant on achieving and
sustaining profitability in the intensely competitive consumer
digital sector and the currently challenged graphics
communications business.

The stable outlook incorporates Moody's expectation that Kodak
will generate improved, but modest profitability in 2010.  It also
reflects the company's solid liquidity position, which includes
over $2 billion of cash and investments at December 31, 2009,
$162 million of debt maturities spread evenly over the next three
years, and access to a $500 million committed revolving credit
agreement.  Approximately $127 million of the revolver expires in
October 2010, while the remaining $373 million expires in March
2012.  The revolving credit agreement does not require financial
maintenance covenants unless cash availability is less than
$100 million.  Even with sizeable seasonal working capital swings
during the year, Moody's does not expect Kodak will need its
revolver in the near term given the company's substantial cash
balance.

Ratings affirmed / assessments revised:

* Corporate Family Rating -- B3;

* Probability of Default Rating -- B3;

* $500 million Senior Unsecured Notes due 2013 - Caa1 (LGD4, 64%
  from LGD5, 74%);

* $3 million Senior Unsecured Notes due 2018 - Caa1 (LGD4, 64%
  from LGD5, 74%);

* $10 million Senior Unsecured Notes due 2021 - Caa1 (LGD4, 64%
  from LGD5, 74%);

* $575 million Senior Unsecured Convertible Notes due 2033 - Caa1
  (LGD4, 64% from LGD5, 74%);

Speculative Grade Liquidity Rating - SGL-1

The last rating action on Eastman Kodak took place on October 16,
2009, when Moody's upgraded Kodak's liquidity rating to SGL-1 from
SGL-2.

Headquartered in Rochester, New York, the Eastman Kodak Company is
a worldwide provider of imaging products and services with
$7.6 billion of revenue for the twelve months ended December 31,
2009.


EDUCATION RESOURCES: Amended Plan Outline Hearing Set for Feb. 24
-----------------------------------------------------------------
The Hon. Henry J. Boroff of the U.S. Bankruptcy Court for the
District of Massachusetts will consider at a hearing on
February 24, 2010, at 10:00 a.m. in Springfield, The Education
Resources Institute, Inc.'s disclosure statement explaining their
third amended Plan of Reorganization.

At a hearing held on February 8, 2010, the Judge Boroff directed
the Debtor to file a third amended disclosure statement and plan
of reorganization.

The Plan is being co-sponsored by the Official Committee of
Unsecured Creditors.

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

Headquartered in Boston, Massachussetts, The Education Resources
Institute Inc. -- http://www.teri.org/-- aka Boston Systems
Resources Inc., Brockton Education Opportunity Center, TERI, TERI
College Access, TERI College Access Centers and TERI Marketing
Services Inc., is a nonprofit organization that promotes
educational opportunities for all through its college access and
loan guarantee activities.  Founded in 1985, TERI is a guarantor
of private or non-government student loans with more than
$17 billion in outstanding guarantees.

The Debtor filed for Chapter 11 petition on April 7, 2008 (Bankr.
D. Mass. Case No. 08-12540).  Daniel Glosband, Esq., Gina L.
Martin, Esq., at Goodwin Procter LLP, represent the Debtor in its
restructuring efforts.  The Debtor's Conflicts Counsel is Craig
and Macauley PC, its financial advisor is Grant Thornton LLP, its
Claims Agent is Epiq Bankruptcy Solutions LLC, its investment
Banker is Citigroup Global Markets Inc., and its Public Relations
& Public Affairs Advisor is Rasky Baerlein Strategic
Communications Inc.  When the Debtor filed for protection from its
creditors, it listed estimated assets of more than $1 billion and
estimated debts of $500,000 to $1 billion.


EDWIN RITTER JONAS: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Edwin Ritter Jonas, III
        PO Box 51
        Rollins, MT 59931

Bankruptcy Case No.: 10-60248

Chapter 11 Petition Date: February 19, 2010

Court: United States Bankruptcy Court
       U.S. Bankruptcy Court, District of Montana (Butte)

Debtor's Counsel: Edward A. Murphy, Esq.
                  Murphy Law Offices, PLLC
                  PO Box 2639
                  Missoula, MT 59806
                  Tel: (406) 728-2671
                  Email: murphylawoffices@yahoo.com

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

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

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

             http://bankrupt.com/misc/mtb10-60248.pdf

The petition was signed by Edwin Ritter Jonas, III.


ELLICOTT SPRINGS: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ellicott Springs Resources, LLC
        31 East Platte Avenue, #200
        Colorado Springs, CO 80903

Bankruptcy Case No.: 10-13116

Type of Business:

Chapter 11 Petition Date: February 19, 2010

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Lee M. Kutner, Esq.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: lmk@kutnerlaw.com

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

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

The petition was signed by Rodney J. Preisser, the company's
manager.

Debtor's List of 13 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Griggs Steel Company                              $350,000
15431 West Eleven Mile Road
Oak Park, MI 48237

Kyle J. Geditz, PC                                $202,866

Transworld Systems Inc.                           $68,408

JPS Engineering, Inc.                             $48,538

McLaughlin Water                                  $23,277

Department of Treasury                            $14,669
Internal Revenue Service

Accutest Mountain States                          $2,538
Inc.
fka Evergreen Analytical
Labs

Accutest Mountain States                          $2,209

Mountain View Electric                            $1,445
Association

Kanau Drilling, LLC                               $885

Standard Parking Corp.                            $480

Reliable Sanitation                               $250

Jan-Pro of Southern Colorado                      $125


ELLICOTT SPRINGS DEVELOPMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------------------
Debtor: Ellicott Springs Development, LLC
        31 East Platte Avenue, #200
        Colorado Springs, CO 80903

Bankruptcy Case No.: 10-13117

Chapter 11 Petition Date: February 19, 2010

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtor's Counsel: Lee M. Kutner, Esq.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: lmk@kutnerlaw.com

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

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

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

The petition was signed by Rodney J. Preisser, the company's
manager.


ESTATE FINANCIAL: Gary Menzimer to Acquire San Diego Property
-------------------------------------------------------------
The Hon. Robin Riblet of the U.S. Bankruptcy Court for the Central
District of California has allowed Thomas P. Jeremiassen, the
trustee for Estate Financial, Inc., to sell the interests in the
Debtor's real property situated in the County of San Diego, State
of California, to Gary Menzimer and Kyounghee Ha (the Winning
Bidder) for $370,000, free and clear of liens or interests.

The Property consists of:

     a. Parcel A: Parcel 2 of Parcel Map No. 16452, in the City of
        Encinitas, County of San Diego, State of California, as
        per map filed in the Office of the County Recorder of San
        Diego County, April 18, 1991 as Instrument No. 91-176120
        of Official Records; and

     b. Parcel B: a portion of Parcels 2 and 3 of Parcel Map No.
        16452 in the City of Encinitas, County of San Diego,
        State of California, as per map thereof filed in the
        Office of the County Recorder of the County.  It is a
        strip of land 18.00 feet wide lying 9.00 feet, beginning
        at the most Northerly corner of Parcel 4.

The Trustee will have 30 days from entry of the court order to
complete the sale, unless otherwise extended up to an additional
15 days by agreement of the Trustee and the Winning Bidder (the
"Initial Closing Period").  If the Sale to the Winning Bidder is
not completed within the Initial Closing Period through no fault
of the Trustee, the Trustee will keep the deposit of the Winning
Bidder and in addition will have the ability to recover damages
from the Winning Bidder based on applicable bankruptcy or non-
bankruptcy law.  If the failure to complete the Sale is through
the fault of the Trustee, the Winning Bidder will be entitled to a
refund of its deposit.  The Winning Bidder will have no other
recourse against the Trustee.

If the Trustee fails to complete the Sale with the Winning Bidder
within the Initial Closing Period, the Trustee will then be
authorized to complete the Sale to Carol and John Sano (the
"Backup Bidder") for $365,000.  If the Sale with the Backup Bidder
is not completed within 15 days after the Initial Closing Period
has expired, or such other time frame agreed to by the Trustee and
the Backup Bidder, through no fault of the Trustee, the Trustee
will keep the deposit of the Backup Bidder and in addition will
have the ability to recover damages from the Backup Bidder based
on applicable bankruptcy or non-bankruptcy law.  If the failure to
complete the Sale is through the fault of the Trustee, the Backup
Bidder will be entitled to a refund of its deposit.  The Backup
Bidder will have no other recourse against the Trustee.

                        About Estate Financial

Estate Financial, Inc. -- http://www.estatefinancial.com/-- is a
California corporation that had been a license real estate
brokerage firm since the later 1980's.  EFI solicited funding for,
and arranged and made, loans secured by various real property.
EFI also was the sole manager of Estate Financial Mortgage Fund
LLC (EFMF), a California limited liability company that was
organized for the purpose of investing in and funding loans
originated by EFI which were secured by first deeds of trust
encumbering commercial and real estate located primarily in
California and has been funding such mortgage loans since 2002.

Five creditors of EFI filed an involuntary Chapter 11 petition
against the real estate broker on June 25, 2008 (Bankr. C.D.
Calif. Case Number 08-11457).  Estate Financial Inc. consented to
the bankruptcy filing on July 16, 2008.

Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and
William C. Beall, Esq., at Beall and Burkhardt, represent the
Debtor as counsel.  A Chapter 11 trustee, Thomas P. Jeremiassen,
was appointed by the Court on July 23, 2008.  Robyn B. Sokol,
Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner,
represent the official committee of unsecured creditors as
counsel.  In its schedules, Estate Financial listed total assets
of $27,428,550, and total debts of $7,316,755.


FAIRFAX FINANCIAL: Moody's Affirms 'Ba1' Senior Unsecured Ratings
-----------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 senior unsecured and
Ba3 preferred share ratings of Fairfax Financial Holdings
Limited's following the announcement that it intends to acquire
100% of Zenith National Insurance Corp. (Zenith; NYSE: ZNT).
Moody's maintains a positive outlook on Fairfax's holding company
debt ratings.

In the same rating action, Moody's affirmed the Ba1 senior debt
rating of Crum & Forster Holdings Corp., as well as the Baa1
insurance financial strength ratings of its main operating
companies -- United States Fire Insurance Company and The North
River Insurance Company.  The outlook for these ratings remains
stable.

Senior Vice President, Peter Routledge, explained that "Moody's
based its decision to affirm Fairfax on Moody's assessment that
the Zenith transaction will not materially alter Fairfax's capital
structure because the transaction is funded with a combination of
equity and excess cash at the holding company."  Moody's estimates
that Fairfax's financial leverage will remain in the low-30%
range.  Furthermore, the rating agency said that Zenith's
insurance financial strength rating is A3, which is at or near the
ratings of Fairfax's other insurance subsidiaries, indicating that
the aggregate credit profile of Fairfax's operations will not
materially change.  Mr. Routledge also noted that "Fairfax's
positive outlook is based on its strengthening financial
flexibility, including Moody's expectation that the holding
company will maintain substantial liquidity, and on the steady
reduction in risk stemming from its run-off operations.  This
transaction does not materially impact those longer-term trends."
After incorporating the Zenith transaction, Fairfax's recent
preferred share issuance, and the purchase of the non-controlling
interest in Odyssey Re Holdings Corp. during the fourth quarter of
2009, Moody's expects Fairfax's pro-forma financial leverage to
rise to approximately 31% from 26% reported at the end of the
third quarter of 2009 (3Q09).  After the aforementioned changes,
Moody's estimates that Fairfax's pro-forma earnings coverage
(excluding realized and unrealized gains) will drop to 2.1x from
2.6x at 3Q09.  These pro-forma ratios remain within Moody's
expectations for Fairfax at its current ratings level.

In Moody's view, the positive credit aspects of the acquisition
are (1) Zenith's history of underwriting profitability which, if
maintained, will improve Fairfax's earnings coverage, (2) the fact
that Fairfax had previously owned approximately 40% of Zenith and
the familiarity between the two companies should lessen the
integration and execution risks, and (3) Zenith's high quality
investment portfolio and sound liquidity profile.  These benefits
are offset partially by the higher goodwill Fairfax will incur on
its balance sheet, Zenith's concentration in the volatile workers'
compensation line of business, as well as Zenith's geographic
concentration in California and Florida.  The affirmation of Crum
& Forster's ratings with a stable outlook reflects Moody's
expectation that the company will maintain adequate operating
subsidiary capitalization in the event that dividends will be up-
streamed and used to help finance Fairfax's funding of Zenith.
Crum & Forster's recent improved capital position has been driven
by the recovery in the broader financial markets, as well as year-
over-year improvement in its combined ratio (through 9/30/09).

The rating agency said these could lead to an upgrade of Fairfax's
rating: (1) the stand-alone financial strength ratings of the
company's lead operating P&C and/or reinsurance companies are
upgraded, (2) adjusted financial leverage stays below 30% for a
sustained period and adjusted earnings coverage (excluding
realized gains) remains above 3x; (3) the company maintains its
commitment to substantial holding company liquidity (in the
$750 million to $1 billion range); (4) a further reduction in risk
from Fairfax's run-off operations; and / or (5) adverse claims
development at Fairfax's subsidiaries remains below 1% of gross
reserves.

Given the positive outlook, a downgrade in the near-term is
unlikely.  These conditions, however, could lead to a return to a
stable outlook: (1) adjusted financial leverage stays above 30%
and earnings coverage (excluding realized gains) remains below 3x;
(2) significant adverse development emerges from Fairfax's run-off
or operating subsidiaries, such that adverse claims exceed 1% of
gross reserves; and / or (3) financial strength weakens at one of
Fairfax's operating subsidiaries.  Moody's last rating action on
Fairfax was on January 25, 2010, when the rating agency assigned a
preferred share rating of Ba3 to Fairfax's C$200 million Series E
Cumulative 5-Year Rate Reset Preferred Shares.  Moody's last
rating action on Crum and Forster was on September 9, 2009 when
the rating agency upgraded Crum & Forster's senior debt rating to
Ba1 from Ba2.

Fairfax is a financial services holding company which engages in
property & casualty insurance, reinsurance, and investment
management through its operating subsidiaries.  Through
December 31, 2009, Fairfax reported net premiums written of
US$4.3 billion and net income of US$857 million for the nine-month
period, and quarter-end common shareholders' equity of
US$7.4 billion.


FAIRFAX FINANCIAL: Zenith Merger Deal Won't Affect Fitch's Ratings
------------------------------------------------------------------
Fairfax Financial Holdings Limited's announced proposal to acquire
all of the outstanding common shares that it does not currently
own of Zenith National Insurance Corp., does not affect ratings on
Fairfax or any of its subsidiaries, according to Fitch Ratings.

This proposed acquisition is consistent with Fitch's view of
Fairfax as a 'true' holding company, whereby it acquires and
oversees subsidiary insurance and reinsurance company operations
under a decentralized management approach, while it seeks to add
value through centralized investment management skills.  As such,
Zenith is expected to continue to operate independently under its
existing management team and strategic philosophy, with investment
management shifted to Fairfax.

The cash consideration of approximately $1.3 billion, or $38 per
share, represents a 31.4% premium over the closing price on
Feb.  17, 2010, and will be funded with a combination of holding
company cash, subsidiary dividends and a $200 million equity
offering completed.  The acquisition is expected to close in
second quarter 2010, with Zenith becoming a wholly owned
subsidiary of Fairfax.

Fairfax has a history of investment in Zenith dating back to 1999,
when it purchased a 38% stake in Zenith from Reliance Insurance
Company.  Fairfax's investment peaked at about 42% before it sold
its entire position over the 2004-2006 period, generating
$540 million of cash at a time when Fairfax needed a source of
financial flexibility.  Fairfax currently owns approximately 8.4%
of Zenith's common shares, which were purchased more recently.
This transaction follows Fairfax's purchases in 2009 of the
remaining 27.4% of Odyssey Re Holdings Corp. and 36.4% of
Northbridge Financial Corp. that it did not already own.

Fitch's ratings of Fairfax are based on its role as a
'functioning' parent holding company with varied subsidiary
profiles and a complex cash flow profile.  Fitch's ratings of
Fairfax's three core operating businesses -- primary U.S.
insurance operations through Crum & Forster, Canadian insurance
operations through Northbridge and reinsurance operations through
Odyssey Re -- are rated at stand-alone levels currently, with no
enhancement or detriment from the parent company.  Going forward,
Fairfax should benefit from increased upstream dividend capacity
through its 100% owned operating subsidiaries.

Fairfax's equity credit adjusted debt-to-total-capital ratio was
23.5% at both Dec. 31, 2009 and Dec. 31, 2008.  Following
completion of the proposed acquisition, financial leverage should
remain within or below Fitch's expected range of 25%-30%.
Earnings-based interest coverage (excluding realized gains)
improved to 2.6 times in 2009 from 0.2x coverage in 2008.  Fairfax
also continues to maintain a sizable amount of holding company
cash, short-term investments and marketable securities of
$1.2 billion on Dec. 31, 2009, and expects to have approximately
$1 billion following completion of the proposed acquisition of
Zenith.

Fitch currently rates Fairfax and subsidiaries:

Fairfax Financial Holdings Limited

  -- Issuer Default Rating 'BBB-';
  -- Senior debt 'BB+';
  -- $181 million 7.75% due April 15, 2012 'BB+';
  -- $91 million 8.25% due Oct.  1, 2015 'BB+';
  -- $283 million 7.75% due June 15, 2017 'BB+';
  -- $144 million 7.375% due April 15, 2018 'BB+';
  -- CDN$400 million 7.5% due Aug.  19, 2019 'BB+';
  -- $92 million 8.3% due April 15, 2026 'BB+';
  -- $91 million 7.75% due July 15, 2037 'BB+'.
  -- CDN$250 million series C preferred shares at 'BB-';
  -- CDN$200 million series E preferred shares at 'BB-'.

Fairfax, Inc.

  -- IDR 'BBB-'.

Odyssey Re Holdings Corp.

  -- IDR 'BBB';
  -- $50 million series A unsecured due March 15, 2021 'BBB-';
  -- $50 million series B unsecured due March 15, 2016 'BBB-';
  -- $40 million series C unsecured due Dec. 15, 2021 'BBB-';
  -- $225 million 7.65% due Nov.  1, 2013 'BBB-';
  -- $125 million 6.875% due May 1, 2015 'BBB-';
  -- $50 million series A preferred shares 'BB';
  -- $47 million series B preferred shares 'BB'.

Odyssey America Reinsurance Corp.

  -- Insurer Financial Strength 'A-'.

Crum & Forster Holdings Corp.

  -- IDR 'BB+';
  -- $330 million 7.75% due May 1, 2017 'BB'.

Crum & Forster Insurance Group:
Crum and Forster Insurance Company
Crum & Forster Indemnity Company
The North River Insurance Company
United States Fire Insurance Company

  -- IFS 'BBB'.

Northbridge Financial Insurance Group:
Commonwealth Insurance Company
Commonwealth Insurance Company of America
Federated Insurance Company of Canada
Lombard General Insurance Company of Canada
Lombard Insurance Company
Markel Insurance Company of Canada
Zenith Insurance Company (Canada)

  -- IFS 'BBB+'.

The Rating Outlook is Stable.


FAIRPOINT COMMUNICATIONS: Amends Proposed Plan of Reorganization
----------------------------------------------------------------
FairPoint Communications Inc. and its debtor affiliates filed
with the United States Bankruptcy Court for the Southern District
of New York an Amended Plan of Reorganization and Disclosure
Statement on February 11, 2010.

Shirley J. Linn, Esq., executive vice president and general
counsel of FairPoint Communications, Inc., relates that the
Amended Plan is the result of extensive negotiations among
FairPoint; the Lender Steering Committee; the International
Brotherhood of Electrical Workers or IBEW and the Communications
Workers of America; the New Hampshire Public Utility Commission's
Staff Advocates; the Vermont Department of Public Service; a
representative appointed by the Maine Public Utilities Commission
or MPUC; and the Maine Office of the Public Advocate.

The Amended Plan, she continues, incorporates and implements
various settlements reached with the Unions and the Regulatory
Authorities, subject to approval by the applicable state
Commission or Board, in order to facilitate FairPoint's
successful reorganization.

Specifically, with respect to the MPUC Regulatory Settlement,
FairPoint and the Maine PUC agree to submit a joint consent order
to the Bankruptcy Court, which provides for the implementation of
the Service Quality Index for the 2008-2009 SQI year starting in
March 2010.

Ms. Linn notes that among the modifications contemplated under
the Amended Plan pertain to the issuance of New Common Stock and
the treatment of certain classes of claims.

A. Issuance of New Common Stock

      The Amended Plan (i) reduces the number of shares of New
      Common Stock to be issued for distribution to holders of
      Class 4 Allowed Prepetition Credit Claims and Class 7
      Unsecured Claims to 51,444,788 shares, and (ii) increases
      to the number of shares of New Common Stock to be reserved
      in connection with the New Warrants to 7,164,804; all in
      the event that the Class of FairPoint Unsecured Claims
      vote to accept the Plan.

      The Amended Plan also provides that if the Class of
      FairPoint Unsecured Claims accepts the Plan, 6,269,206
      shares of New Common Stock will be issued or reserved in
      connection with the Long Term Incentive Plan.  If, on the
      other hand, the Class of FairPoint Unsecured Claims
      rejects the Plan, some 6,394,211 shares of New Common
      Stock will be issued or reserved in connection with the
      Long Term Incentive Plan.

B. Warrants

      For the warrants to be issued under the Amended Plan, the
      Exercise Price per Warrant will be exercisable at a price
      equal to (a)(i) $2,300,000,000, minus (ii) the outstanding
      debt of Reorganized FairPoint at the Effective Date plus
      (iii) the Cash and Cash Equivalents of Reorganized
      FairPoint at the Plan Effective Date, divided by (b)
      52,541,898 shares of the New Common Stock.

      The strike price will be subject to further adjustment in
      accordance with the anti-dilution provisions, which
      subjects the Exercise Price and the number of shares of
      New Common Stock issuable upon exercise of Warrants to
      customary anti-dilution adjustment for stock
      distributions, stock splits, combinations or similar
      recapitalization transactions.

C. Professional Compensation and Reimbursement Claims

      The Amended Plan provides that in consideration of the
      services of the Prepetition Credit Agreement Agent and
      each Consenting Lender holding greater than 10% of the
      aggregate Prepetition Credit Agreement Claims on the date
      that Person became a Consenting Lender, FairPoint will
      reimburse those Persons for their reasonable out-of-pocket
      fees and expenses to the extent that fees and expenses are
      incurred in connection with the Plan Support Agreement,
      the Plan, the Chapter 11 Cases, and related transactions
      without the need to file a proof of claim or fee
      application.

D. Status of Class 6 Claims

      The Amended Plan determines that Class 6 Claims, which are
      designated as the NNE Subsidiary Unsecured Claims, have
      unimpaired status.  Each Class 6 Claimant is therefore
      presumed to have accepted the Plan.  Thus, Class 6
      Claimants are not entitled to vote pursuant to the Amended
      Plan.

      On the Distribution Date, each holder of an Allowed NNE
      Subsidiary Unsecured Claim will be paid an amount in Cash
      equal to 100% of that holder's Allowed Claim, in full and
      complete satisfaction of that holder's Claim.

      The estimated aggregate amount for Class 6 Claims is
      $12,300,000.

E. Distribution for Class 4 Claims

      The Amended Plan provides that each holder of an Allowed
      Class 4 Prepetition Credit Agreement Claim will receive on
      the Plan Effective Date, its Ratable proportion of
      47,241,236 shares of New Common Stock -- instead of
      47,275,785 shares of New Common Stock that the Original
      Plan proposed to distribute.

F. Distribution for Class 7 Claims

      The Debtors have raised to 4,203,352, the number shares of
      New Common Stock to be awarded to the holders of Class 7
      FairPoint Communications Unsecured Claims should that
      Class vote to accept the Plan.  In the Original Plan, the
      Debtors designated 4,190,651 shares of New Common Stock
      for distribution to Allowed Class 7 Claims.

Full-text copies of the FairPoint Amended Plan and Disclosure
Statement dated February 11, 2010, are available for free at:

     http://bankrupt.com/misc/FairPt_1stamendedPlan.pdf
     http://bankrupt.com/misc/FairPt_1stamendedDS.pdf

A blacklined copy of the First Amended Plan is available for free
at http://bankrupt.com/misc/FairPt_1stAmendedPlan_bl.pdf

                Disclosure Statement Hearing

The Debtors ask the Court to approve their Amended Disclosure
Statement explaining the Amended Plan of Reorganization dated
February 11, 2010, as containing adequate information pursuant to
Section 1125 of the Bankruptcy Code.

The Debtors also ask the Court to:

  (a) approve a notice of the Disclosure Statement hearing and
      uniform procedures for filing objections to the Disclosure
      Statement;

  (b) approve the proposed contents of a Solicitation Package
      and procedures for its distribution;

  (c) establish a Voting Deadline by which holders of claims
      or equity interests may vote to accept or reject the
      Amended Plan;

  (d) approve proposed forms of ballots;

  (e) establish a Voting Record Date for purposes of determining
      the holders of claims against, and interest  in, the
      Debtors;

  (f) approve uniform voting and tabulation procedures;

  (g) approve forms of notice to impaired and unimpaired non-
      voting classes under the Amended Plan to the Disclosure
      Statement Order;

  (h) schedule a date for the hearing on confirmation of the
      Plan; and

  (j) approve the form and manner of notice and objection
      procedures for the Confirmation Hearing.

The Debtors propose these dates in relation to the plan
solicitation and confirmation process:

   March 11, 2010            Disclosure Statement Hearing
   10:00 a.m. Eastern Time

   March 4, 2010             Disclosure Statement objection
                             deadline

   March 18, 2010            Voting Record Date

   March 25, 2010            Mailing of Solicitation Packages
                             and Confirmation Hearing Notices

   April 28, 2010            Voting Deadline

   April 28, 2010            Deadline to file Objections to the
                             Plan Confirmation

   May 11, 2010              Plan Confirmation Hearing
   10:00, Eastern Time

                  About FairPoint Communications

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

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

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

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


FAIRPOINT COMMUNICATIONS: Signs Regulatory Pact with MPUC
---------------------------------------------------------
FairPoint Communications Inc. and the Maine Public Utility
Commission, after participating in a Court-directed mediation,
have finally reached a resolution to their dispute on certain
rebates and executed a Regulatory Settlement Agreement on February
8, 2010.

The parties dispute stemmed from a November 30, 2009 Rebate Order
issued by the MPUC, where the agency ordered the Debtors to file
a rate adjustment which includes a rebate for their Maine
customers for having failed to meet required service quality
indices for 2008-2009.  The full rebate amount for the 2008-2009
SQI year totaled approximately $8 million to be paid in 12
monthly installments starting December 2009.  To this, the
Debtors filed a Motion to Compel MPUC to comply with the
automatic stay in an effort to enjoin MPUC's collection efforts.

The Court considered the Debtors' request and issued an Order to
Show Cause on the Motion to Compel on December 3, 2009.  The
Court also enjoined MPUC from taking further action on the SQI
Rebates until a final ruling was entered.  The Court subsequently
sanctioned the parties to mediation, which successfully led to
the MPUC Regulatory Settlement Agreement.

The salient terms of the FairPoint-MPUC Regulatory Settlement
are:

  (a) The Debtors will comply with the MPUC's February 1, 2008
      Order or the 2008 Merger Order, subject to certain
      exceptions for the reimbursement of claims of third
      parties.  The Merger refers to the Debtors' merger with
      Northern New England Spinco Inc., where the Debtors were
      required to also obtain regulatory approval from the MPUC
      in relation to the Merger.

  (b) The Debtors and MPUC agree to submit a joint consent order
      to the Bankruptcy Court, which provides for the
      implementation of the SQI rebates for the 2008-2009 SQI
      year starting in March 2010, subject to the Debtors' right
      to credit those rebates against future service quality
      rebates that are required to be paid by the Debtors, in
      the event the Regulatory Settlement is not approved by the
      MPUC and the Bankruptcy Court subsequently enters an
      injunction against payment of rebates for the 2008-2009
      SQI year.

  (c) The deadline for the Debtors' initial 83% broadband
      buildout requirement will be extended from April 1, 2010
      to December 31, 2010.  An additional interim broadband
      buildout requirement of 85% is established with a July 31,
      2012 deadline, and the final broadband buildout
      requirement with a March 31, 2013 deadline, will be
      reduced from 90% to 87%.

  (d) The Maine Regulatory Parties will recommend that,
      effective January 1, 2011, the MPUC rescind the
      requirement in the 2008 Merger Order that requires the
      Debtors to price its broadband services at uniform
      statewide rates, provided that during the subsequent two
      year period the Debtors' prices for broadband services do
      not exceed 120% of the prices of equivalent services
      provided in the Debtors' "classic" or "legacy" service
      regions, which are the regions in Maine in which the
      Debtors provided telephone service prior to the issuance
      of the 2008 Merger Order.

  (e) FairPoint's New Board will consist of a supermajority of
      newly appointed independent directors.  At least one
      member of the New Board will reside in northern New
      England.  The New Board will appoint a regulatory sub-
      committee that will monitor compliance with the terms of
      the 2008 Merger Order, as modified by the Maine Regulatory
      Settlement, and all other regulatory matters involving the
      States of Vermont, New Hampshire and Maine.

  (f) The Debtors will continue its search for a Chief
      Information Officer with a goal of having a Chief
      Information Officer in place by June 30, 2010.

  (g) The Debtors will reimburse the Maine Regulatory Parties
      for actual, reasonable costs and expenses in the Chapter
      11 cases.

A full-copy of the MPUC Regulatory Settlement is available for
free at http://bankrupt.com/misc/FairPt_MPUC_RSA.pdf

The Debtors expect to seek approval of the MPUC Regulatory
Settlement in connection with the confirmation of the Plan.

In accordance with the MPUC Regulatory Settlement, the Debtors
obtained a consent order from the Bankruptcy Court dated
February 9, 2010, which provides for these terms:

  (1) The Show Cause Injunction is dissolved.

  (2) The Debtors will implement the Maine SQI rebates for the
      2008-2009 SQI year, effective with the bills issued to the
      Debtors' Maine customers on or after March 1, 2010, over a
      12-month period.

  (3) If the MPUC does not grant the approvals described in, and
      in accordance with the process set forth in, Section 1 of
      the MPUC Regulatory Settlement and if the Court then,
      after notice and hearing or the "New Injunction Hearing,"
      subsequently enters an injunction or a "New SQI
      Injunction" against implementation of, or provides for
      reversal or rescission of the 2008-2009 SQI Rebates, then
      any rebates actually implemented by the Debtors pursuant
      to the Regulatory Settlement will be credited by the
      Debtors against any subsequent year SQI rebates that are
      required to be paid by the Debtors -- starting with the
      first invoices issued after the date of entry of the New
      SQI Injunction by the Court even if an appeal is taken by
      the MPUC or any other party.

  (4) At the "New Injunction Hearing," the parties may raise any
      legal or factual arguments to an injunction; provided that
      the MPUC will not raise the argument that an injunction
      should not issue because the claim, if any, represented by
      the 2008-2009 SQI Rebates is otherwise payable at a
      specified percentage distribution provided under the
      Debtors' Chapter 11 Plan of Reorganization.

  (5) Nothing will be construed as an admission by the parties
      as to the status of the 2008-2009 SQI Rebates as a matter
      of applicable law or as a waiver of any claims or
      defenses. All appellate rights of the Debtors and MPUC are
      preserved.

  (6) The MPUC will not, in any proceeding relating to the
      obligations of the Debtors under the 2008 Merger Order,
      argue that the Debtors' implementation of any SQI rebates
      which became due and payable the Petition Date constitutes
      an admission of their obligations arising out of the
      Merger Order which became due after the Petition Date are
      entitled to be treated as an administrative expense.

  (7) The parties agree that in effectuating any required SQI
      rebates in the form of bill credits to subscribers, for
      the 2008-2009 SQI Year and, in accordance with the process
      set forth in the Regulatory Settlement, any subsequent SQI
      years, the only legend that must be provided in connection
      with those credits will be a separate line item on the
      customer's bill or invoice next to the amount credited
      stating "Service Quality Rebate."

  (8) Other than the change in the legend described and subject
      to possible offset as described, Maine SQI rebates for the
      2009-2010 SQI year and any Maine SQI rebates for
      subsequent periods will be implemented in strict
      accordance with the Merger Order, the "AFOR Order" as
      defined in the Regulatory Settlement Agreement, and all
      relevant rules and orders of the MPUC existing as of the
      date of the execution of the Regulatory Settlement.

      The parties, however, agree that after the Effective Date
      of the Plan, the Debtors may apply to the PUC for a waiver
      of or modification to the Maine SQI rebate obligations.

  (9) The MPUC will not institute or conduct any proceedings
      regarding whether the Debtors violated any order of the
      MPUC nor pursue against the Debtors any fines, penalties
      or other remedies, in connection with the Debtors' non-
      payment of the Maine SQI rebate for the 2008-2009 SQI Year
      pending consideration of the Regulatory Settlement by the
      MPUC.

Judge Lifland clarifies that except as expressly provided for in
the February 9 Consent Order, he has not approved any other
aspect of the MPUC Regulatory Settlement.

                  About FairPoint Communications

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

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

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

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


FAIRPOINT COMMUNICATIONS: Proposes to Assume Agreements with NCTC
-----------------------------------------------------------------
By this motion, FairPoint Communications Inc. and its units seek
the Court's authority to assume certain agreement with National
Cable Television Cooperative, Inc.

NCTC was organized to reduce the operating costs of providing
cable television content by combining the purchase power of its
members.  NCTC membership is available to businesses that provide
television reception or service for the public.  In order to
further its goals, NCTC enters into master agreements with
television programming vendors, purchase relationships with
hardware vendors, and other arrangements with service providers
to allow its members to receive better pricing terms for
programming, hardware, and other services than would otherwise be
directly available to its members in the open market.

James T. Grogan, Esq., at Paul Hastings Janofsky & Walker LLP, in
New York, relates that in order to receive the benefits of NCTC
membership, FairPoint Communications Inc. and its subsidiaries
entered into a National Cable Television Cooperative Member
Agreement with NCTC on August 30, 2004 or otherwise referred to
as the "FCI Membership Agreement."

In addition to the FCI Membership Agreement, several individual
affiliates of FairPoint also entered into individual Membership
Agreements with NCTC, which include Bentleyville Communications
Corporation, The Columbus Grove Telephone Company, ExOp of
Missouri, Inc. (Unite), FairPoint Communications Missouri, Inc.,
GTC, Inc., Orwell Communications, Inc., and Berskshire Cable
Corp.  Some of the Master Agreements that FairPoint NCTC Members
participate in are scheduled to expire at the end of February.
Other Master Agreements that FairPoint NCTC Members participate
in may expire prior to the confirmation of a plan of
reorganization in the Debtors' Chapter 11 cases.

Mr. Grogan notes that once a Master Agreement expires, the
FairPoint NCTC Members must opt into new Master Agreements or
they will no longer receive the favorable pricing available under
a Master Agreement.  Furthermore, he says, without participating
in a Master Agreement, FairPoint NCTC Members risk losing the
ability to provide certain television programming to their
customers unless they are able to negotiate new agreements
directly with the content providers.  However, to the extent any
agreements are available, those generally are more expensive than
comparable Master Agreements provided through NCTC, Mr. Grogan
points out.

Unless the NCTC Membership Agreements are assumed and defaults
cured, the FairPoint NCTC Members will fail to meet eligibility
requirements under any new Master Agreements, including so-called
"Good Standing Requirements," he maintains.  As a result, the
FairPoint NCTC Members would lose the ability to participate in
new Master Agreements.

After engaging in extensive negotiations, the Debtors and NCTC
stipulate that:

  (1) Each of the Member Agreements and the Master Agreements in
      which each FairPoint entity participated as of the
      Petition Date will be assumed by each entity.

  (2) Each FairPoint entity will make a cash payment to NCTC in
      an amount equal to its apportioned share of the Cure
      Amount.  The payments will not be subject to disgorgement.

  (3) The total amount required to be paid to cure all defaults
      will be $157,897, payable on the day the Court issues a
      final order approving the parties' Stipulation.  The
      specific Cure Amounts as to each FairPoint entity are:

         FairPoint Communications Inc.       $20,599
         Bentleyville Communications Corp.   $16,258
         Berskshire Cable Corp.              $24,992
         ExOp of Missouri, Inc.              $35,663
         FairPoint Communications Missouri    $3,132
         GTC, Inc.                            $4,308
         Orwell Communications, Inc.         $14,640
         The Columbus Grove Telephone Co.    $38,301

  (4) NCTC's by-laws provide that a member's membership status
      terminates upon a "change in control" of that member or
      its parent.  NCTC agrees that it will not terminate any
      FairPoint NCTC Member's status based solely on a change
      of control triggered as a direct result of any plan of
      reorganization confirmed in the Debtors' Chapter 11 cases.

If the FairPoint NCTC Members were unable to participate in
Master Agreements, it would be harmful to the Debtors' estates,
their customers, and creditors because the Debtors would (i) lose
the reduced cost of goods and services from NCTC and (ii) risk
losing access to television content that its customers enjoy, Mr.
Grogan asserts.

                  About FairPoint Communications

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

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

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

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


FIRSTGOLD CORP: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Firstgold Corp. filed with the U.S. Bankruptcy Court for the
District of Nevada its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $93,500,022
  B. Personal Property            $7,334,789
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $20,252,133
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,219,331
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $10,032,237
                                 -----------      -----------
        TOTAL                   $100,834,811      $31,503,701

Lovelock, Nevada-based Firstgold Corp. filed for Chapter 11
bankruptcy protection on January 27, 2010 (Bankr. D. Nev. Case No.
10-50215).  Stephen R. Harris, Esq., at Belding, Harris & Petroni,
Ltd, assists the Company in its restructuring effort.  The Company
has assets of $17,957,805, and total debts of $26,981,427.


FIRSTGOLD CORP: Taps Belding Harris as Bankruptcy Counsel
---------------------------------------------------------
Firstgold Corp. has sought permission from the U.S. Bankruptcy
Court for the District of Nevada to employ Belding, Harris &
Petroni, Ltd., as bankruptcy counsel.

Belding Harris will, among other things:

     a. prepare and file schedules and statement of financial
        affairs;

     b. attend hearings, pretrial conferences, and trials arising
        from the bankruptcy filing or any litigation arising in
        connection therewith;

     c. prepare, file and present to the Court a plan of
        reorganization and disclosure statement; and

     d. review claims made by creditors and interested parties,
        and of any objections to claims which are disputed.

Belding Harris will be paid based on the hourly rates of its
personnel:

        Stephen R. Harris               $425
        Chris D. Nichols                $375
        Gloria M. Petroni               $400
        Paraprofessional              $175-$195

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

Lovelock, Nevada-based Firstgold Corp. filed for Chapter 11
bankruptcy protection on January 27, 2010 (Bankr. D. Nev. Case No.
10-50215).  Stephen R. Harris, Esq., at Belding, Harris & Petroni,
Ltd, assists the Company in its restructuring effort.  The Company
has assets of $17,957,805, and total debts of $26,981,427.


FIRSTGOLD CORP: U.S. Trustee Forms 3-Member Creditors Committee
---------------------------------------------------------------
Sara L. Kistler, the U.S. Trustee for Region 17, appointed three
members to the official committee of unsecured creditors in the
Chapter 11 case of Firstgold Corp.

The Creditors Committee members are:

1. P & F Distributors
   Attn: Sandra Papenhuase
   511 Tunnel Avenue
   Brisbane, CA 94005

2. Placer Electric, Inc.
   Attn: Richard Nogleberg
   5439 Stationers Way
   Sacramento, CA 95842

3. Sierra Geosynthetic Service
   Attn: Rodney Allen
   P.O. Box 1248
   Kent, WA 98032

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

Lovelock, Nevada-based Firstgold Corp. filed for Chapter 11
bankruptcy protection on January 27, 2010 (Bankr. D. Nev. Case No.
10-50215).  Stephen R. Harris, Esq., at Belding, Harris & Petroni,
Ltd, assists the Company in its restructuring effort.  The Company
has assets of $17,957,805, and total debts of $26,981,427.


FLYING J: Ch. 11 Plan Promises to Pay 100% of Unsecured Claims
--------------------------------------------------------------
Flying J Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to approve a disclosure
statement with respect to their 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 contemplates a
reorganization through the distribution and allocation of value
received by the Debtors through (i) the contribution of certain of
Flying J's assets to Pilot Travel Centers LLC in exchange for
$515 million in cash and equity interests in [Newco]; (ii) the
sale of certain assets held by BWOC in the Refinery Sale in
exchange for $53 million of cash representing the base purchase
price and 90% of the value of certain of BWOC's hydrocarbon
inventories, the assumption of certain liabilities, including
environmental liabilities; (iii) the Refinancing, (iv) the sale of
certain assets pursuant to that certain Asset Purchase Agreement
by and among Magellan Midstream Partners, L.P., and Longhorn
Pipeline Holdings Inc. dated as of June 18, 2009, (v) the sale of
substantially all of the assets of the FJOG Sellers in the FJOG
Sale; (vi) the sale of certain of Flying J's assets not included
in the Pilot Transaction and (vii) except as otherwise provided in
the Plan and confirmation order, the discharge of all claims and
equity interests.

Under the Plan, it is expected that: (a) all allowed claims at
each of the Debtors' estates will be fully satisfied; and (b)
reorganized Flying J will own, inter alia, all of the equity
interests in [Newco] received in the Pilot Transaction and all of
the equity in reorganized BWO.

The Plan also constitutes a separate Chapter 11 Plan for each
Debtor.

   a. Holders of Allowed General Unsecured Claims against Flying J
      will receive a pro rata share of: (a) Distributable Cash of
      at least [__]% of the Allowed Claims and (b) Flying J Notes
      for the remainder of the Allowed Claims.  Projected recovery
      is 100% of the $206,700,000 claims.

   b. Holders of Allowed General Unsecured Claims against BWO will
      receive a pro rata share of: (a) Distributable Cash of at
      least [__]% of the Allowed Claims and (b) Flying J Notes for
      the remainder of the Allowed Claims.  Projected recovery is
      100% of the $107,400,000 claims.

   c. Holders of Allowed General Unsecured Claims against BWOC
      will receive a pro rata share of: (a) Distributable Cash of
      at least [__]% of the Allowed Claims and (b) Flying J Notes
      for the remainder of the Allowed Claims.  Projected recovery
      is 100% of the $81,800,000 claims.

   d. Holders of General Unsecured Claims against Longhorn will
      receive a pro rata share of: (a) Distributable Cash of at
      least [__]% of the Allowed Claims and (b) Flying J Notes for
      the remainder of the Allowed Claims.  Projected recovery is
      100% of the $35,100,000 claims.

Under the Plan, the Liquidating Trust will be established for the
purpose of administering and liquidating the Liquidating Trust
Assets.  Flying J will be the sole beneficiary of the Liquidating
Trustee.  Upon the transfer of the Liquidating Trust Assets, BWOC
will have no reversionary or further interest in or with respect
to the Liquidating Trust Assets or the Liquidating Trust.  The
Liquidating Trust will liquidate and convert to cash the
Liquidating Trust Assets, make timely distributions to Flying J.

All consideration necessary for the Reorganized Debtors to make
payments or distributions will be obtained from proceeds of the
Pilot Transaction, the Proposed BWOC Sale, the FJOG Sale, the
Flying J Insurance Services Sale, the Haycock Sale, the Exit
Facilities, the sale of certain Clarity Systems assets and the
other asset sales or other cash from the Debtors, including cash
from operations.

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

A full-text copy of the Chapter 11 Plan is available for free at
http://bankrupt.com/misc/FlyingJ_Plan.pdf

                        About Flying J Inc.

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

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

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

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


FREESCALE SEMICONDUCTOR: Fitch Rates Senior Notes at 'CCC/RR4'
--------------------------------------------------------------
Fitch Ratings rates Freescale Semiconductor Inc.'s $750 million
senior secured note offering due 2018, which are pari passu with
the existing senior secured debt, at 'CCC/RR4'.  Additionally,
Fitch believes that the current ratings on Freescale Semiconductor
Inc. are unaffected by the company's amendment to its existing
bank credit facility.

Fitch currently rates Freescale:

  -- Issuer Default Rating 'CCC';

  -- Senior secured bank revolving credit facility (RCF)
     'CCC/RR4';

  -- Senior secured term loans 'CCC/RR4';

  -- Senior unsecured notes 'C/RR6';

  -- senior subordinated notes 'C/RR6'

The amendment extends the maturity date of the consenting existing
senior secured term loans due Dec. 1, 2013, by three years to
Dec. 1, 2016, in exchange for a 250 basis point interest rate
increase.  Holders of at least $1.9 billion of the existing senior
secured term loans have consented to the extension.  The amendment
enables the company to issue the aforementioned $750 million of
senior secured notes, as well as one or more additional senior
secured note offerings in the future, provided that all net
proceeds will be used to repay existing senior secured term loans.

In conjunction with net proceeds from the senior secured note
issuance, Fitch estimates the extension agreement reduces the
amount of senior secured term loans due on Dec. 1, 2013 to less
than $800 million.  Nonetheless, Fitch continues to believe the
company will be challenged to generate sufficient free cash flow
over the next several years to meet meaningful longer-term debt
maturities, particularly pro forma for incremental interest
expense of more than $100 million.  Fitch anticipates Freescale
could generate more than $250 million of annual free cash flow in
each of the next several years, which incorporates the company
continuing to exercise its option to pay-in-kind interest expense
on the toggle notes through 2011.


GENERAL GROWTH: S&P Puts Simon's Ratings on Neg. Watch Due to Bid
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'A-' corporate
credit rating on Simon Property Group Inc., and all other related
ratings, on CreditWatch with negative implications, which
indicates that S&P may lower or affirm the ratings following the
completion of its review.  The CreditWatch placements follow the
company's recent $10 billion bid for General Growth Properties
Inc. (D/--/--), an operator of regional malls that is currently
operating under bankruptcy protection.

Although the ultimate structure of the potential transaction is
unknown, it is S&P's opinion that an acquisition of this size
could cause Simon's credit metrics to deteriorate as the company
assumes General Growth's existing debt or incurs other debt in
conjunction with the acquisition.  In addition, Simon's assumption
of General Growth's significant level of secured debt could
trigger the notching of Simon's unsecured debt rating (to one
notch below the corporate credit rating) if the company's total
unsecured net operating income were to fall below S&P's 50%
threshold.  However, S&P acknowledge that Simon has structured
transactions prudently in the past and that it's possible for
Simon to bring in equity partners as well as issue new equity in
conjunction with a potential transaction.  Simon also has a strong
track record for successfully integrating large acquired
portfolios.

S&P's ratings on Simon acknowledge the relative stability of the
company's large and well-diversified portfolio, which the
performance of its outlet centers has bolstered despite continued
challenging economic conditions.  In addition, significant
capital-raising activity over the past year has enhanced the
company's liquidity position, and the recent completion of a
tender offer reduced near-term debt maturities and extended the
company's average debt tenor to roughly seven years.  However,
tempering these strengths are S&P's expectations for some
continued weakness in consumer spending and retail fundamentals,
which S&P believes will pressure occupancy and rent growth.  Simon
also has a moderately leveraged balance sheet with sizable off-
balance-sheet investments.

S&P expects to resolve or update the CreditWatch placements within
90 days.  To resolve the CreditWatch listings, S&P will monitor
developments and evaluate the potential impact that a combination
would have on Simon's credit profile if a transaction were to
occur.

                           Rating List

              Ratings Placed On CreditWatch Negative
       Simon Property Group Inc./Simon Property Group L.P./
                        SPG Properties Inc.

                             To                From
                             --                ----
       Corporate credit      A-/Watch Neg/--   A-/Stable/--
       Unsecured debt        A-/Watch Neg      A-
       Preferred stock       BBB/Watch Neg     BBB

           Chelsea Property Group Inc./CPG Partners L.P.

                             To                From
                             --                ----
       Corporate credit      A-/Watch Neg/--   A-/Stable/--
       Unsecured debt        A-/Watch Neg      A-

                      Retail Property Trust

                             To                From
                             --                ----
       Corporate credit      A-/Watch Neg/--   A-/Stable/--
       Unsecured debt        A-/Watch Neg      A-


GENERAL GROWTH: Brookfield Preparing Bid to Top Simon Offer
-----------------------------------------------------------
Several people familiar with the matter told The Wall Street
Journal's Jeffrey McCracken and Kris Hudson report that Canadian
property giant Brookfield Asset Management Inc. is readying a bid
to acquire a large stake in General Growth Properties Inc., aiming
to top an unsolicited bid made last week by Simon Property Group
Inc.  One source told the Journal Brookfield wants to operate
General Growth and expand it.

Brookfield's planned bid could be unveiled as soon as this week,
the sources told the Journal.  According to the sources, that bid
would allow General Growth to exit Chapter 11 bankruptcy as a
standalone company, with Brookfield as its largest shareholder.

As reported by the Troubled Company Reporter on February 17, Simon
made a written offer to acquire General Growth in a fully financed
transaction valued at more than $10 billion, including roughly
$9 billion in cash.  Simon's offer would provide a 100% cash
recovery of par value plus accrued interest and dividends to all
General Growth unsecured creditors, the holders of its trust
preferred securities, the lenders under its credit facility, the
holders of its Exchangeable Senior Notes and the holders of Rouse
bonds, immediately upon the effectiveness of a definitive
transaction agreement.  This consideration to creditors totals
approximately $7 billion.

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

According to the Journal, the Simon bid values General Growth
equity at about $3 billion, or about $9 a share.

People familiar with the matter told the Journal Brookfield's plan
would value General Growth equity at a little more than $3
billion.  Unsecured creditors, however, would have to accept
equity in General Growth, along with some cash.

The New York Times last week said William A. Ackman at Pershing
Square Capital Management, General Growth's biggest stakeholder,
indicated in a December presentation that based on a comparison
with publicly traded rivals, he believed General Growth was worth
at least $24 a share.

The Journal's sources said Brookfield would invest at least $2
billion in General Growth, though some of that would likely
include forgiving General Growth debt currently held by
Brookfield.  The size of Brookfield's proposed ownership stake and
the value it will attach to General Growth couldn't be learned,
the Journal says.

The sources said Brookfield has lined up a consortium of other
investors, many of whom are already General Growth debt holders.
The sources declined to identify those investors.

Messrs. McCracken and Hudson also report that Brookfield's plan is
likely to get mixed reactions from General Growth's creditors.
"It is unlikely that General Growth's stock sale will raise as
much as $7 billion and that all of that money would be used to pay
unsecured debt.  Thus, General Growth's strategy is likely to call
for paying part of its creditors' claims in cash and the balance
in stock, people familiar with the matter said.  That would appeal
to creditors who wanted the potential to reap more than what they
are owed if the stock rises," according to Messrs. McCracken and
Hudson.

Simon offers to pay unsecured claims entirely in cash.  "That
appeals to some creditors who want to immediately settle their
claims and prefer not to gamble on the stock rising," Messrs.
McCracken and Hudson write.

"Further complicating matters: Brookfield last year bought roughly
$1 billion of General Growth's unsecured debt, giving it a voice
among General Growth's creditors. Simon, too, has bought some of
the debt, but how much isn't known," Messrs. McCracken and Hudson
add.

Brookfield is being advised on its bid by Goldman Sachs Group and
law firm Willke, Farr & Gallagher, people familiar with the matter
said, the Journal reports.

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

                         About Brookfield

Toronto-based Brookfield manages more than $98 billion in assets,
specializing in infrastructure, power plants and commercial
property.  The Journal says Brookfield has long coveted retail
property in the U.S., having made a failed bid for discount-mall
owner Mills Corp. in 2007.  It bid unsuccessfully to provide
General Growth with emergency financing when the mall owner sought
bankruptcy last year.  In the past year, Brookfield has raised
roughly $5 billion, mostly from institutional real estate
investors contributing to its newly created fund for making
acquisitions.

                   About Simon Property Group

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

                 About General Growth Properties

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

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

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


GENERAL GROWTH: Howard Hughes Heirs Fail to Halt Las Vegas Lien
---------------------------------------------------------------
Law360 reports that Heirs of Howard Hughes have lost an attempt to
overturn a bankruptcy court order allowing General Growth
Properties Inc. to take out a lien on massive amounts of land
outside Las Vegas that the Hughes empire once owned.

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

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

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


GENERAL GROWTH: A&K's Appeal Of $400M DIP Nixed
------------------------------------------------
Law360 reports that a federal judge has dismissed A&K Endowment
Inc.'s appeal of General Growth Properties Inc.'s $400 million
debtor-in-possession financing, finding that the bankrupt mall
owner and its lender negotiated the loan in good faith.

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

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

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


GENERAL GROWTH: Three More Affiliates Win Plan Confirmation
-----------------------------------------------------------
Judge Allan L. Gropper of the United States Bankruptcy Court for
the Southern District of New York issued a formal order on
February 16, 2010, confirming the Joint Plan of Reorganization,
and approving, on a final basis, the accompanying Disclosure
Statement as to Debtors Burlington Town Center II LLC, Land Trust
No. FHB-TRES 200601, and Ward Plaza-Warehouse, LLC.

Judge Gropper approved the Disclosure Statement, as amended, as
providing holders of Claims entitled to vote on the Plan with
adequate information to make an informed decision as to whether to
vote to accept or reject the Plan in accordance with Section
1125(a)(1) of the Bankruptcy Code.

The Disclosure Statement provides holders of claims, holders of
Interests and other parties-in-interest with sufficient notice of
the release, exculpation and injunction provisions contained in
the Plan, in satisfaction of the requirements of Rule 3016(c) of
the Federal Rules of Bankruptcy Procedure, Judge Gropper held.

                  Updated Financial Projections

On behalf of the Plan Debtors, James A. Mesterharm, managing
director of AlixPartners, LLP, as restructuring advisor to the
Debtors, filed with the Court a declaration on February 12, 2010,
appending an updated version of the Debtors' financial
projections.

Mr. Mesterharm explained that the Updated Financial Projections
reflect January 2010 performance and certain immaterial
adjustments.  The Updated Financial Projections also forecast the
Debtors' cash flow through the end of 2010, he noted.

A table showing GGP's 13 Months Cash Forecast is available for
free at http://bankrupt.com/misc/ggp_feb12cashforecast.pdf

Pursuant to the Updated Financial Projections, Mr. Mesterharm said
the Plan Debtors, with the continued use of the GGP enterprise's
consolidated cash management system and associated liquidity, will
have sufficient cash flow to:

  (a) make all payments and other distributions required under
      the Plan;

  (b) service all debt obligations contemplated by the Plan; and

  (c) continue to operate their businesses as contemplated by
      the Plan.

Mr. Mesterharm further disclosed that at the end of January 2010,
the Debtors had $479.4 million of cash on hand.  Through the end
of 2010, the Plan Debtors will incur another $91 million of costs
associated with their emergence from bankruptcy and capital
obligations under the Plan, including funding real estate and
other escrows and making catch-up amortization payments on the
Plan Debtors' secured property-level loans, of which $1.1. million
is related to the Plan Debtors whose confirmation hearing is
scheduled for February 16, 2010, he stated.  The Plan Debtors will
also incur $95.9 million by paying certain prepetition amounts, he
noted.  As set forth in the Updated Financial Projections, the
Debtors will have more than sufficient cash to cover these costs,
he assured the Court.

In addition, on the earlier of GGP and GGP Limited Partnership,
collectively known as Topco's emergence from Chapter 11 or
December 2010, the Plan Debtors will incur additional obligations
under the Plan:

  (a) a $150 million paydown on GGP Ala Moana L.L.C.'s property
      in Honolulu; and

  (b) a "vacant anchor" reserve equal to $2 per square foot
      reserve for total collateral gross leasable area but
      excluding out-parcels, currently estimated at $33
      million.

The Plan Debtors expect to fund these costs from their cash flows
and, to the extent necessary, from GGP LP's centralized cash
management system.  By the end of December 2010, if TopCo has not
yet emerged from bankruptcy, GGP LP is projected to have an
available cash balance of $180.6 million after the Plan Debtors
have satisfied all emergence costs and funding requirements under
the Plan, Mr. Mesterharm related.

The Plan Debtors also submitted to the Court on February 19, 2010,
amended exhibits to their Joint Plan of Reorganization to
supplement property-specific Exhibit "B" with respect to
Burlington Town Center II, LLC and Ward Plaza-Warehouse, LLC.  A
full-text copy of property-specific Exhibit "B" for The Ward Plaza
Warehouse and Burlington Town Center, available for free
at http://bankrupt.com/misc/ggp_2PropExhibitB.pdf

Judge Gropper confirmed the Plan, as amended, and each of its
provisions under Section 1129 of the Bankruptcy Code.  All
rulings and orders contained in the confirmation order dated
December 15, 2009 are adopted as the rulings and orders for this
confirmation order dated February 16, 2010, Judge Gropper said.

By prior specific agreement with certain surety companies, Judge
Gropper affirmed that the provision with respect to surety bonds
under the Plan will apply to the Three Plan Debtors.  The
provision states that unless specifically rejected by order of the
Bankruptcy Court, all of the Plan Debtors' surety bonds and any
related agreements, documents or instruments, will continue in
full force and effect.  Nothing contained in the Plan will
constitute or be deemed a waiver of any cause of action that the
Plan Debtors may hold against any entity, including the issuer of
the surety bond, under any of the Plan Debtors' surety bonds.

Moreover, all objections, responses, statements and comments in
opposition to the Plan, including those raised at the confirmation
hearings on December 15, 2009, December 22,
2009, and January 20, 2010 other than those withdrawn with
prejudice in their entirety prior to the confirmation hearing on
February 16, 2010 or otherwise resolved on the December 15
confirmation hearing, December 22 confirmation hearing, January 20
confirmation hearing or the February 16 confirmation hearing, are
overruled, Judge Gropper averred.

A full-text copy of the Confirmation Order dated February 16,
2010, is available for free at:

         http://bankrupt.com/misc/ggp_Feb16ConfOrder.pdf

                        Voting Results

Travis K. Vandell, senior managing consultant at Kurtzman Carson
Consultants LLC, filed with the Court on February 15, 2010,
a supplemental tabulation of votes received for the Joint Plan of
Reorganization with respect to Plan Debtors Burlington Town Center
II, LLC and Ward Plaza-Warehouse, LLC.

Two creditors grouped as Class B holding a total of $74,125,311
voted to accept the Plan.  Class B is the only voting class under
the Plan.

                           Accept or    Dollars      Dollars
Creditor Name               Reject       Accept       Reject
-------------              ---------     -------     -------
Sandelman Partners CRE       Accept    $5,520,220       $0
CDO I Ltd.

PB USA Realty Corporation    Accept   $68,605,090       $0

A full-text copy of the Tabulation Report on the votes on the
Plan is available for free at:

  http://bankrupt.com/misc/ggp_2PlanDebtorsVotingResults.pdf

             Hearing Adjourned on Seven Affiliates

Judge Gropper will convene a hearing with respect to confirmation
of the Joint Plan of Reorganization and final approval of the
Disclosure Statement as to seven Plan Debtors at a later date.

The Plan Debtors subject to adjournment are:

* GGP- Mall of Louisiana II, L.P.
* GGP-Mall of Louisiana, Inc.
* GGP-Mall of Louisiana, L.P.
* Mall of Louisiana Holding, Inc.
* Stonestown Shopping Center, L.P.
* Stonestown Shopping Center Holding L.L.C.
* Stonestown Shopping Center L.L.C.

                   About General Growth Properties

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

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

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


GENERAL GROWTH: Gets OK to Tap KPMG in the Ordinary Course
----------------------------------------------------------
Bankruptcy Judge Allan L. Gropper authorizes General Growth
Properties Inc. and its units to employ KPMG LLP to perform tax
compliance and tax consulting services to GGP Homart, Inc.
pursuant to Sections 327 and 330 of the Bankruptcy Code.

Prior to entry of the order, the Debtors filed with the Court a
revised proposed order to their application to employ KPMG to
state that:

  (i) to the extent that KPMG uses the services of independent
      contractors or subcontractor in the Debtors' Chapter 11
      cases, KPMG will pass-through the cost of these
      subcontractors to the Debtors at the same rate that KPMG
      pays the subcontractors;

(ii) KPMG will seek reimbursement for actual costs only; and

(iii) KPMG will ensure that the subcontractors are subject to
      the same conflict checks as was required of KPMG and will
      file a disclosure affidavit as necessary pursuant to Rule
      2014 of the Federal Rules of Bankruptcy Procedure.

As an ordinary course professional, KPMG will continue to perform
prepetition services to Debtor GGP/Homart, Inc., and certain
affiliated entities with respect to tax compliance and tax
consulting matters, including:

   (a) preparation of federal and state corporate and partnership
       tax returns and supporting schedules for GGP/Homart's 2008
       tax year;

   (b) preparation of federal and state corporate and limited
       liability company tax returns and supporting schedules for
       GGP/Homart's 2009 tax year;

   (c) providing routine tax advice concerning the federal state,
       local, and foreign tax matters related to the preparation
       of prior year's federal, state, local, and foreign tax
       matters;

   (d) providing routine tax advice concerning the federal,
       state, local, and foreign tax matters related to the
       computation of the GGP/Homart's taxable income for the
       current year or future years; and

   (e) providing routine dealings with a federal, state, local,
       or foreign tax authority.

In addition, KPMG will provide other consulting, advice,
research, planning, and analysis regarding tax compliance and tax
consulting services as may be necessary, desirable or requested
from time to time.

General Growth Properties, Inc. Vice President and Deputy General
Counsel Linda Wight, Esq., relates that the proposed employment of
KPMG as an OCP avoids incurrence of additional fees relating to
the preparation and prosecution of interim fee applications.  She
further says that KPMG has not and will not be assisting the
Debtors in carrying out their duties under the Bankruptcy Code and
is involved in performing discrete tax compliance and consulting
services.  Indeed, the OCP Motion included KPMG on its list of
Ordinary Course Professionals, she discloses.  However, after
extensive negotiations with the U.S. Trustee for Region 2, and at
the request of the U.S. Trustee, the Debtors removed all non-
attorney professionals from the OCP list, including KPMG, she
says.

The Debtors seek KPMG's employment be made effective nunc pro
tunc to the Petition Date to allow KPMG to be compensated for
work performed on or after April 16, 2009, but prior to the
submission of this Application.  Ms. Wight affirms that since the
Petition Date, KPMG has been providing the Debtors with the
Services in reliance on the OCP Motion totaling $67,000.  The
Debtors believe that the circumstances of the retention of KPMG
warrant the retroactive approval of KPMG's fees.

KPMG will bill the Debtors these fees:

    Project                          Fees
    -------                          ----
    Tax Compliance Services - 2008   Lesser of actual time
                                     incurred to complete the
                                     work at 50% of the standard
                                     rates, or $55,000

    Tax Compliance Services - 2009   Lesser of actual time
                                     incurred to complete the
                                     work at 70% of the standard
                                     rates, or $60,500

    Tax Consulting Services          70% of the standard hourly
                                     rates, based on the actual
                                     time incurred to complete
                                     the work

Moreover, KPMG's discounted hourly rates for tax compliance and
tax consulting services are:

   Tax Compliance and Tax                Discounted
   Consulting Services                   Fee Range
   ----------------------                ------------
   Partners                              $365 to $510
   Tax Managing Directors                $325 to $455
   Senior Managers                       $300 to $420
   Managers                              $238 to $333
   Senior Associates                     $175 to $245
   Associates                            $140 to $195

The Debtors will reimburse KPMG for expenses incurred.

KMPG disclosed that during the 90 immediately preceding the
Petition Date, it received from the Debtors fees and expenses
totaling $354,452 for its then ongoing services.

Perry V. Plescia, a partner at KPMG, disclosed that his firm has
provided, currently provides and may provide services for certain
parties in matters unrelated to the Debtors, a list of which is
available for free at:

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

Notwithstanding this disclosure, Mr. Plescia insists that KPMG is
a "disinterested person," as that term is defined in Section
101(14) of the Bankruptcy Code.

                   About General Growth Properties

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

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

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


GENERAL GROWTH: Proposes to Expand Deloitte Tax Work
----------------------------------------------------
Pursuant to Sections 327(a) and 330 of the Bankruptcy Code,
General Growth Properties Inc. and its units seek the Court's
authority to expand the scope of the retention of Deloitte Tax LLP
as their tax services provider and consultant.

The Debtors want Deloitte Tax to perform necessary tax return
preparation and review services for the year 2009 and tax advisory
services during the year 2010 in connection with the Debtors'
Chapter 11 cases, nunc pro tunc to January 1, 2010.

Specifically, Deloitte Tax will provide these services to the
Debtors:

  (a) preparation of 2009 federal and state income tax returns
      and filing of extension requests as determined to be
      necessary for General Growth Properties, Inc.'s entities:

         -- GGP Ivanhoe, Inc., GGP Ivanhoe Services, Inc., Four
            State Properties, La Cantera Retail Limited
            Partnership, La Cantera Specialty Retail LP, Merrick
            Park LLC, Merrick Park Parking LLC, Mizner Park
            Holdings V, LLC, Mizner Park Venture, LLC, Mondawmin
            Business Trust, Northwest Associates, Perimeter Mall
            Facilities, LLC, Perimeter Mall Venture, LLC, Rouse-
            Fairwood Development LTD Partnership, Towson TC,
            LLC, and TTC SPE, LLC.;

  (b) computation of 2010 quarterly estimated taxes and
      preparation of quarterly federal and state estimated
      income tax payment vouchers as needed;

  (c) review of 2009 federal and state income tax returns for
      GGPI, GGPLP, GGPLP LLC, GGP Holding, GGP Holding II,
      Victoria Ward;

  (d) electronic Return filing assistance pursuant to a tax
      return engagement letter dated January 7, 2010;

  (e) provision of advisory services for federal, foreign, state
      and local tax matters as requested from January 1, 2010
      through December 31, 2010, including:

         (i) conduct a review of partner allocations, including
             allocations under Section 704(c) of the Bankruptcy
             Code, for GGPLP and GGPLP LLC;

        (ii) conduct a review of REIT quarterly income and asset
             tests; and

       (iii) perform various other consulting matters like
             reviewing and responding to IRS notices, research
             and analysis to determine proper tax accounting,
             reviewing and researching REIT compliance matters,
             change in accounting methods, review of tax shelter
             disclosure requirements, transfer pricing matters
             and routine assistance with property transactions
             and the tax consequences of financing transactions;
             and

  (f) advisory services contemplated in a tax advisory
      engagement letter dated January 7, 2010, which may include
      oral and written opinions, consulting, recommendations and
      other communications rendered in response to specific tax
      questions.

The Debtors further ask that Deloitte Tax's retention be made
effective nunc pro tunc to January 1, 2010, to allow Deloitte Tax
to be compensated for work performed on behalf of the Debtors on
or after January 1, 2010 amounting to $75,000.

Deloitte Tax's estimated fees pursuant to the 2009 Tax Return
Preparation and Review and the 2010 Tax Advisory Services are:

     Project                               Estimated Fees
     -------                               --------------
  Tax Return Preparation and Review              $155,150
  Tax Advisory Services              $218,000 to $425,000
                                   ----------------------
   Total Estimated Fees              $373,150 to $580,150
                                   ======================

Deloitte Tax will not exceed the upper range of these estimates
without prior approval from the Debtors consistent with
applicable procedures established by the Court in the Debtors'
Chapter 11 cases.

For additional services, as may be necessary, Deloitte Tax will
bill the Debtors based on its customary hourly rates:

                          Tax Return Preparation   Tax Advisory
  Title                     and Review Services      Services
  -----                   ----------------------   ------------
National Partner,                  $394                 $690
Principal or Director
Partner, Principal or              $336                 $588
Director
Senior Manager                     $288                 $504
Manager                            $244                 $427
Senior Associate                   $188                 $329
Associate/Paraprofessional         $144                 $252

Moreover, the 2010 Tax Advisory Services Letter provides for tax
advisory services to be provided at estimates between $218,000
and $425,000.  It also provides for Deloitte Tax to bill these
services occasioned by an increased level of complexity from the
prior years' services or which were additional services necessary
to complete the ongoing projects at discounted hourly rates.
These additional services are to be performed at these discounted
hourly rates:

  Title                         Rate per Hour
  -----                         -------------
  National Partner, Principal,      $690
   or Director
  Partner/Principal/Director        $588
  Senior Manager                    $504
  Manager                           $427
  Senior Associate                  $329
  Associate/Paraprofessional        $252

The Debtors will reimburse Deloitte Tax for expenses incurred.

Joseph Wisniewski, a partner at Deloitte Tax, discloses that
Deloitte & Touche LLP completed a reorganization of some of its
business units, including its financial advisory services, tax
services, solutions, human capital and outsourcing business
functions.  These business functions are being conducted by
entities affiliated with Deloitte Tax, including Deloitte
Financial Advisory Services LLP, Deloitte Consulting LLP and
Deloitte & Touche.  Thus, some services incidental to the tasks to
be performed by Deloitte Tax in the Debtors' Chapter 11 Cases may
be performed by personnel employed by or associated with Deloitte
FAS, Deloitte Consulting, Deloitte & Touche, including
subsidiaries located outside of the United States, he says.

Mr. Wisniewski assures the Court that Deloitte Tax is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

                   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: Fees Total $54.7 Million for First Four Months
--------------------------------------------------------------
The liquidation of old General Motors Corp. resulted in requests
for $54.7 million in fees from the beginning of the case in June
through September, Bill Rochelle at Bloomberg News reported,
citing a court filing by the fee examiner.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: To Complete Dealer Reviews in Next Two Months
-------------------------------------------------------------
General Motors Co., plans to finish "within the next two months"
an internal review of the 1,160 arbitration claims submitted by
dealers that it closed in 2009, as part of its Chapter 11
restructuring, Dow Jones Newswires reports.

Approximately 1,550 GM and Chrysler dealers have sought
arbitration as of the January 25, 2010 deadline, as they took an
appeal from the automakers' decision to strip them of their
dealership franchises.  Dealers have raised complaints that they
"were closed unfairly."

As previously reported, the American Arbitration Association is
set to conduct hearings for dealers who qualify for arbitration.
The hearings are expected to commence by late February or early
March 2010.

GM is intensifying its customer-relations by sending engineers to
consumers' homes to fix problems and by scanning social Internet
sites to find unreported problem.  GM has also introduced new
programs, which includes allowing executives with Smart Phones to
answer questions or to call customers, the report says.

"We can no longer have a culture where we are punishing people for
reporting a quality concern," Mark Reuss, GM's president of North
America operations, said during a keynote speech at the Chicago
Auto Show on February 10, 2010.

"I would like to settle out of arbitration as many as we can,"
Mark Reuss, GM North America president, said in a National
Automobile Dealers Association convention in Orlando, Florida on
February 13, 2010, Freep.com reported.

A settlement with dealers could include reinstatement of the
franchise or some other mutually agreed upon arrangement, said
Freep.com.

GM Vice President of Sales Susan Docherty disclosed that GM needs
to have the issue "buttoned up" by the third week of June 2010.
The Company might turn to "outside help" to deal with the
arbitration process, which will be held in local communities, the
report added.

In 2009, GM sought to wind down 2,000 dealerships as part of its
restructuring.

                       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: Seeks Incentives for Reopening of U.S. Plants
-------------------------------------------------------------
General Motors Co. is discussing with state and local governments
certain incentives that might be available the Company reconsiders
which shuttered plants in the United States it will put back into
operations.

During the National Automobile Dealers Association convention in
Orlando, Florida on February 13, 2010, North American president
Mark Reuss confirmed that GM was looking at reopening shuttered
assembly lines at Spring Hill, Tennessee or Janesville, Wisconsin,
to resolve a short supply of hot-selling vehicles, Reuters
reported.  Both assembly lines were closed in 2009 when GM plunged
into bankruptcy, and are not part of the Old GM.
"We're looking for something that may not be traditional in how we
staff it and how we operate it.  It would be innovative," Mr.
Reuss said, adding that the venture may not likely include a
partnership with another automaker, according to The Wall Street
Journal.

The Journal recounts Mr. Reuss as saying in January 2010, that GM
was to decide on reopening plants "in the next few weeks."

           1,000 Workers Back to Lansing Delta Plant

General Motors is aiming to take on a daring step towards
efficiency.   As this developed, the giant automaker said it plans
to operate its Lansing Delta township factory on a 24-hour run,
bringing back 1,000 jobs to revive a third shift of operation in
the plant hit hard by the economic turndown that brought GM to
bankruptcy, the Detroit News said.

                       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)


GLASSLINE PARTNERSHIP: Unsec. Creditors to Recover 70% of Claims
----------------------------------------------------------------
Glassline Partnership Ltd. filed with the U.S. Bankruptcy Court
for the Southern District of Texas a combined Disclosure Statement
and Plan of Reorganization dated as of February 2, 2010.

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 each
creditor holding an Allowed Class 8 Claim (Unsecured Claims of
$1,000 or less, and in excess of $1,000 electing to be treated as
a Class 8 claim with a claim of $1,000), if any, to receive 70% of
the amount of its claim, in cash, on the effective date or when
the claim is allowed or ordered paid by final order of the Court,
whichever date is later.  There are no known creditors in this
class.

The Debtor proposes to fund the Plan out of current and future net
revenues from the operation of its business.  Upon the effective
date, the Debtor will be re-vested with its assets subject only to
outstanding liens, which are not avoidable.

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

Houston, Texas-based Glassline Partnership Ltd. filed for Chapter
11 bankruptcy protection on November 2, 2009 (Bankr. S.D. Tex.
Case No. 09-38397).  Matthew Hoffman, Esq., at Law Offices of
Matthew Hoffman, p.c., assists the Company in its restructuring
efforts.  The Company listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.


GREEKTOWN HOLDINGS: Wells Fargo, Agent, Files $314MM Secured Claim
------------------------------------------------------------------
Wells Fargo Bank, N.A., as the successor administrative agent to
Merrill Lynch Capital Corporation pursuant to a second amendment
of the Debtors' Prepetition Credit Agreement, sought and obtained
authority from the Bankruptcy Court to amend Claim No. 244 to
properly reflect the name and address for all subsequent notices
and payments or distributions of property with respect to the
Claim.

Claim No. 244 is a master proof of claim previously filed by
Merrill Lynch when it was still the administrative agent on
behalf of the Prepetition Lenders.  Claim No. 244 asserts various
secured claims against the Debtors for at least $314,500,000.

On behalf of Wells Fargo, Robert S. Hertzberg, Esq., at Pepper
Hamilton LLP, in Detroit, Michigan, related that the claim
amendment will not change the amount owed by, priority of, or
obligations of the Debtors because it will merely reflect the
resignation of Merrill Lynch as administrative agent and the
appointment of Wells Fargo as Successor Administrative Agent.

Wells Fargo's request was heard by the Court on an expedited
basis on February 5, 2010, and was readily granted after Mr.
Hertzberg certified that no objections or responses were asserted
as to Wells Fargo's Claim Amendment Motion as of February 4.

                     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: Proposes to Pay Insurance Premiums for 2010
---------------------------------------------------------------
Greektown Holdings Inc. and its units are required to maintain
insurance coverage for a number of different categories of
liability, including crime liability, general liability, liquor
liability, automobile liability, directors and officers liability,
garagekeepers' legal liability, and employment practices liability
as well as umbrella coverage for certain liabilities to comply
with various laws, regulations, rules, guidelines and lending
covenants.  Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in
Bloomfield Hills, Michigan, relates that the Debtors' Insurance
Coverage and umbrella policy expired on January 15, 2010.  Thus,
the Debtors, on January 12, 2010, obtained replacement policies
from their insurers for the upcoming year.

To finance the payment of the 2010 premiums due pursuant to the
majority of their Policies, the Debtors have obtained another
premium financing commitment from Universal Premium Acceptance
Corporation.

The key terms of the Debtors' 2010 agreement with UPAC are:

  * Total Premiums to be financed is $1,489,988.
  * Down Payment is $589,367.
  * Amount Financed is $900,621.
  * Finance Charge is $15,038 or 3.99% of the financing.
  * Monthly payments of $101,739, beginning on Feb. 15, 2010.
  * Security interest in the insurance policies being financed.
  * Late Charge is 5%.
  * Prepayment allowed and entitles the Debtor to a refund of
    part of the finance charge.
  * Selected terms and conditions include:

    -- The UPAC power of attorney is entitled to arrange for
       payment or cancellation of insurance policies.

    -- In the event of a default, UPAC may cancel the Premium
       Financing Pact after 10 days' notice and cure period.

    -- The Policies are not to be assigned or encumbered.

    -- The Debtors submit to jurisdiction of Kansas for all
       disputes relating to the UPAC Financing Agreement.

The Debtors' insurers issued the Policies on a preliminary basis,
reserving the right to issue notices of cancellation pending
payment of the full premium, Mr. Weiner notes.  He points out
that if cancellation notices are issued and the Debtors do not
pay the full amounts of the Premiums prior to the termination
date, the Policies will terminate.

In effect, the Debtors have obtained a short-term extension of
their insurance policies to permit adequate time to arrange for a
premium financing, Mr. Weiner explains.  He contends that without
the financing proposed in the UPAC Agreement, the Debtors may be
required to pay the full amount of the Premiums immediately.

In a separate filing, the Debtors ask the Court to convene an
expedited hearing on their request on February 22, 2010.

                     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: Marketing Deal with Isle of Capri Terminated
----------------------------------------------------------------
In order to resolve the objection lodged by noteholders to
Greektown Holdings' application to employ Isle of Capri of
Michigan LLC as their gaming consultant, theparties stipulated
that a January 27, 2010 evidentiary hearing be adjourned through
February 12, 2010, at 11:00 a.m., or as soon thereafter as
possible.  However, before the Evidentiary Hearing, the Debtors
withdrew their Application.

Isle of Capri Casinos, Inc. announced that it has, together with
the management board of Greektown Casino, LLC, mutually agreed to
terminate the proposed agreement under which Isle of Capri would
provide transitional marketing and operational consulting services
to Greektown Hotel-Casino in Detroit, Michigan, through the
property's emergence from its current Chapter 11 reorganization
process.

The Company made the announcement following the confirmation on
January 22, 2010 of a plan of reorganization to exit Greektown
Casino-Hotel from bankruptcy.  Upon exiting from Chapter 11
reorganization, the property will be under new ownership and
management.

                     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)


HAIGHTS CROSS: Gets Final OK to Access BoNY's Cash Collateral
-------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware, in a final order, authorized Haights Cross
Communications, Inc., et al., to:

   -- use cash securing repayment of obligations with Bank of New
      York Mellon, as prepetition agent, and prepetition secured
      lenders; and

   -- grant adequate protection to prepetition lenders.

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

As reported in the Troubled Company Reporter on January 19, 2010,
as adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders
additional and replacement security interests in and liens on any
and all of the Debtor's assets.  The prepetition agent will also
be granted an allowed superpriority administrative expense claim.
The adequate superpriority claim will be junior only to the carve
out for U.S. Trustee and Clerk of Court fees: up to $1.5 million
in fees payable to professional employed in the Debtors' case; and
fees of the committee in pursuing actions challenging the DIP
Lenders' lien.

The Debtors will also provide adequate protection payments to the
Prepetition Agent in the form of: (i) payments of interest on the
prepetition credit obligations at the non-default rate; and (ii)
payments of the fees, costs and expenses of the Prepetition Agent
and the reasonable fees and expenses of Shearman & Sterling LLP
(legal professionals to the plan support parties), Young Conaway
Stargatt & Taylor LLP (Delaware legal professionals to the plan
support parties), McGuire, Craddock & Strother, P.C. (legal
professionals to the Prepetition Agent), and Peter J. Solomon
Company (financial professionals to the plan support parties)
incurred in connection with, among other things, the furtherance
of the transactions contemplated by the plan support agreement.

                        About Haights Cross

Haights Cross Communications, Inc., develops and publishes
products for the kindergarten through grade 12 education and
public library markets.  Their products include state-specific
test preparation materials, skills assessment and intervention
books and unabridged audiobooks, and are sold primarily to schools
and public libraries.

The Company filed for Chapter 11 bankruptcy protection on
January 11, 2010 (Bankr. D. Del. Case No. 10-10062).  The
Company's affiliates -- Haights Cross Operating Company; Triumph
Learning, LLC; Recorded Books, LLC; and SNEP, LLC -- also filed
bankruptcy petitions.  Steven D. Pohl, Esq., and Tally Wiener,
Esq., at Brown Rudnick, assist the Debtors in their restructuring
efforts.  Daniel J. DeFranceschi, Esq., Paul N. Heath, Esq., and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
are the co-counsel for the Debtors.  Houlihan Lokey is the
Debtors' financial advisor.

The Company listed $232,388,000 in assets and $432,741,000 in
liabilities as of June 30, 2009.


HAIGHTS CROSS: Has Until April 26 to File Schedules and Statements
------------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware extended until April 26, 2010, Haights Cross
Communications, Inc., et al.'s time to file their schedules of
assets and liabilities and statements of financial affairs.

Haights Cross Communications, Inc., develops and publishes
products for the kindergarten through grade 12 education and
public library markets.  Their products include state-specific
test preparation materials, skills assessment and intervention
books and unabridged audiobooks, and are sold primarily to schools
and public libraries.

The Company filed for Chapter 11 bankruptcy protection on
January 11, 2010 (Bankr. D. Del. Case No. 10-10062).  The
Company's affiliates -- Haights Cross Operating Company; Triumph
Learning, LLC; Recorded Books, LLC; and SNEP, LLC -- also filed
bankruptcy petitions.  Steven D. Pohl, Esq., and Tally Wiener,
Esq., at Brown Rudnick, assist the Debtors in their restructuring
efforts.  Daniel J. DeFranceschi, Esq., Paul N. Heath, Esq., and
Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A.,
are the co-counsel for the Debtors.  Houlihan Lokey is the
Debtors' financial advisor.

The Company listed $232,388,000 in assets and $432,741,000 in
liabilities as of June 30, 2009.


HARTMARX CORP: Committee Permitted to File Competing Plan
---------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Hartmarx Corp. has
obtained an extension until March 22 for the exclusive right to
propose a Chapter 11 plan.  However, the order signed by the
bankruptcy judge provides that the Official Committee of Unsecured
Creditors has the right to file a competing plan if the version
filed by the Company isn't to the Committee's liking.

The Bankruptcy Court in June authorized the sale of the business
to Emerisque Brands U.K. Ltd. and SKNL North America Ltd. for
$119 million, including $70.5 million in cash, the assumption of
$33.5 million in debt, and a junior secured note for $15 million.

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


HARVEST OIL: Creditors Committee Down to 3 Members
--------------------------------------------------
R. Michael Bolen, United States Trustee for Region 5, has amended
the list of members to the Official Committee of Unsecured
Creditors in Harvest Oil and Gas, LLC, et al.'s Chapter 11 cases.

As reported by the TCR on May 19, 2009, the Trustee appointed five
creditors to serve on an official committee of unsecured creditors
for the Chapter 11 cases of Harvest Oil and Gas, LLC, and its
debtor-affiliates.

Anna Williams of XPLOR Energy Operating Company and Danny Teen of
Thru-Tubing Systems have left the Committee.

The Committee now includes:

a) River Rental Tools, Inc.
   Marie C. Amedee
   109 Derrick Road
   Belle Chasse, LA 70037
   Telephone: (504) 392-9775

b) Quality Energy Services, Inc.
   Anthony P. Authement
   P.O. Box 3190
   Houma, LA 70361
   Telephone: (985) 850-0025, ext. 1302

c) Southern Flow Companies, Inc.
   David Hamner
   P.O. Box 51475
   Lafayette, LA 70505-1475
   Telephone: (337) 233-2066

Headquartered in Covington, Louisiana, Harvest Oil and Gas, LLC --
http://www.harvest-oil.com/-- is engaged on acquisition,
development and exploration of energy resources.  The Debtor and
its debtor-affiliates filed for Chapter 11 protection on March 31,
2009 (Bankr. W. D. La. Lead Case No. 09-50397).  Robin B.
Cheatham, Esq., at Adams & Reese LLP represents the Debtors in
their restructuring efforts.  The Debtors listed estimated assets
of $100 million to $500 million and estimated debts of
$100 million to $500 million.


HAYES LEMMERZ: Jana Partners Reduces Equity Stake to Zero
---------------------------------------------------------
Jana Partners LLC discloses that as of December 31, 2009, it has
ceased to be the beneficial owner of any shares in Hayes Lemmerz
International, Inc.'s $0.01 par value Common Stock.

The CUSIP number of the Common Stock is 420781304.

A full-text copy of Jana Partners' amended Schedule 13G is
available for free at http://researcharchives.com/t/s?5403

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components.  The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC, serves as the Company's financial advisors.  AlixPartners,
LLP, serves as the Company's restructuring advisors.  The Garden
City Group, Inc., serves as the Debtors' claims and notice agent.
As of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000.

This is the Company's second trip to the bankruptcy court, dubbed
a Chapter 22, which was precipitated by an unprecedented slowdown
in industry demand and a tightening of credit markets.


HAYES LEMMERZ: Troob Capital Has Zero Ownership of Common Shares
----------------------------------------------------------------
Troob Capital Management (Offshore) LLC, et al., disclose that as
of December 31, 2009, they do not beneficially own any shares of
any shares of Hayes Lemmerz International, Inc.'s $0.01 par value
Common Stock.

The names of the persons filing the statement on Schedule 13G are:

  TCM MPS Ltd. SPC - Distressed Segregated Portfolio,
  TCM MPS Ltd. SPC - S Segregated Portfolio,
  TCM MPS Ltd. SPC - ORYX Segregated Portfolio,
  Troob Capital Management (Offshore) LLC,
  Troob Capital Advisors LLC,
  Douglas M. Troob and
  Peter J. Troob

A full-text copy of Troob Capital Management's amended Schedule
13G is available for free at http://researcharchives.com/t/s?5404

The CUSIP number of the Common Stock is 420781304.

Originally founded in 1908, Hayes Lemmerz International, Inc.
(NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel
wheels for passenger cars and light trucks and of steel wheels for
commercial trucks and trailers.  The Company is also a supplier of
automotive powertrain components.  The Company has global
operations with 23 facilities, including business, sales offices
and manufacturing facilities, located in 12 countries around the
world.  The Company sells products to every major North American,
Asian and European manufacturer of passenger cars and light trucks
and to commercial highway vehicle customers throughout the world.

The Company and certain affiliates filed for bankruptcy on
May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching
agreements with lenders holding a majority of the Company's
secured debt.  The Company's principal bankruptcy attorneys are
Skadden, Arps, Slate, Meagher & Flom, LLP.  Lazard Freres & Co.,
LLC, serves as the Company's financial advisors.  AlixPartners,
LLP, serves as the Company's restructuring advisors.  The Garden
City Group, Inc., serves as the Debtors' claims and notice agent.
As of January 31, 2009, the Debtors had total assets of
$1,336,600,000 and total debts of $1,405,200,000.

This is the Company's second trip to the bankruptcy court, dubbed
a Chapter 22, which was precipitated by an unprecedented slowdown
in industry demand and a tightening of credit markets.


HC INNOVATIONS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: HC Innovations, Inc.
        10 Progress Drive, Suite 200
        Shelton, CT 06484

Bankruptcy Case No.: 10-50355

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
HM Strategies, Inc.                               10-50358
Enhanced Care Initiatives, Inc.                   10-50356
Enhanced Care Initiatives of Tennessee, Inc.      10-50357
Enhanced Care Initiatives of Alabama, Inc.        10-50359
Enhanced Care Initiatives of Massachusetts, Inc.  10-50360
Enhanced Care Initiatives of New York, Inc.       10-50361
Texas Enhanced Care Initiatives, Inc.             10-50362

Chapter 11 Petition Date: February 19, 2010

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Debtor's Counsel: Jon P. Newton, Esq.
                  Reid & Riege
                  One Financial Plaza
                  Hartford, CT 06103
                  Tel: (860) 278-1150
                  Email: jnewton@reidandriege.com

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

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

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

              http://bankrupt.com/misc/ctb10-50355.pdf

The petition was signed by Scott Walker, chief financial officer
of the Company.


HCA INC: Board Selects Stephen Pagliuca as Board Member
-------------------------------------------------------
The Board of Directors of HCA Inc. appointed Stephen G. Pagliuca
to serve as a member of the Company's Board of Directors effective
immediately.  Mr. Pagliuca will serve on the Company's Patient
Safety and Quality of Care Committee.

Mr. Pagliuca previously served as a member of the Company's Board
of Directors from 2006 until September 21, 2009, at which time he
resigned due to his entrance in the Massachusetts U.S. Senate
race.

Mr. Pagliuca was appointed as a director pursuant to the Amended
and Restated Limited Liability Company Agreement of Hercules
Holding II, LLC, which gives certain affiliates of Bain Capital
Partners, LLC the right to designate three members of the
Company's Board of Directors.

                             About HCA

Headquartered in Nashville, Tennessee, HCA is the nation's largest
acute care hospital company with 155 hospitals and 97 freestanding
surgery centers owned and operated by its subsidiaries and another
eight hospitals and eight freestanding surgery centers that are
accounted for using the equity method as of September 30, 2009.
For the twelve months ended September 30, 2009, the company
recognized revenue in excess of $29 billion.

                            *    *    *

According to the Troubled Company Reporter on Feb. 2, 2010,
Moody's Investors Service commented that HCA Inc.'s planned use of
its ABL and cash flow revolvers to fund the payment of a dividend
to shareholders has no immediate impact on the ratings of the
Company, including the B2 Corporate Family and Probability of
Default Ratings.


HOLDER GROUP RED: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: The Holder Group Red Garter, LLC
        1225 W. Wendover Blvd.
        West Wendover, NV 89883

Bankruptcy Case No.: 10-50479

Chapter 11 Petition Date: February 19, 2010

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

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd
                  417 W Plumb LN
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  Email: steve@renolaw.biz

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/nvb10-50479.pdf

The petition was signed by Harold D. Holder Sr., manager of the
company.

Debtor-affiliates that filed separate Chapter 11 petitions
June 19, 2009:

        Entity                                     Case No.
        ------                                     --------
Silver Club                                        09-51953
Parker's Model T                                   09-51956
The Holder Group El Capitan, Inc.                  09-51958
The Holder Group Elko, LLC                         09-51961


HORSEHEAD INDUSTRIES: Has Until April 10 to File Chapter 11 Plan
----------------------------------------------------------------
The Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York directed Horsehead Industries Inc.,
nka HH Liquidating Corp., and its debtor-affiliates to file a
confirmable plan of reorganization or liquidation and disclosure
statement by April 10, 2010.

Horsehead Industries Inc. dba Zinc Corporation of America,
the largest zinc producer, filed for chapter 11 protection on
August 19, 2002, in the U.S. Bankruptcy Court for the Southern
District of New York.  When the Company filed for protection
from its creditors, it listed $215,579,000 in assets and
$231,152,000 in debts.


IMPLANT SCIENCES: Can't File Form 10-Q for Period Ended Dec. 2009
-----------------------------------------------------------------
Implant Sciences Corporation could not file with the Securities
and Exchange Commission its Form 10-Q for the period ended
Dec. 31, 2009, because it is unable to make a reasonable estimate
of its results of operations, and to determine either whether a
non-cash charge will be required in connection with the matter
described in response to Part III above or if a charge is
required.

                      About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

As of September 30, 2009, the Company had $6,846,000 in total
assets against $12,985,000 in total liabilities, $5,000,000 in
Series E Convertible Preferred Stock, and $378,000 in Series F
Convertible Preferred Stock, resulting in stockholders' deficit of
$11,517,000.

In its quarterly report on Form 10-Q for the September 2009
period, Implant Sciences said it has suffered recurring losses
from operations.  Implant Sciences said there can be no assurances
that its forecasted results will be achieved or that it will be
able to raise additional capital necessary to operate its
business.  Implant Sciences said these conditions raise
substantial doubt about its ability to continue as a going
concern.

As reported by the Troubled Company Reporter on January 15, 2010,
Implant Sciences renegotiated its credit agreements with its
senior secured investor, DMRJ Group LLC.  DMRJ increased Implant
Sciences' line of credit from $3,000,000 to $5,000,000; extended
the maturity of all of Implant Sciences' indebtedness from
December 10, 2009 to June 10, 2010; waived all existing defaults
through the new maturity date; reduced the interest rate payable
on Implant Sciences' obligations to 15% per annum; and removed all
profit sharing arrangements from the agreements.  Implant
Sciences' total indebtedness to DMRJ, including all principal and
accrued interest, now stands at approximately $7,570,000.


INTERNATIONAL ALUMINUM: Plan Going Out for Vote
-----------------------------------------------
Bill Rochelle at Bloomberg News reports that the U.S. Bankruptcy
Court for the District of Delaware will convene a hearing on
April 19 to consider confirmation of the Chapter 11 plan of
International Aluminum Corp.  The Debtor had earlier sought a
March 31 confirmation hearing.

The Plan is being sent to impaired creditors for voting.

The Official Committee of Unsecured Creditors is opposing the
Plan.  The Committee contends the Plan "unfairly discriminates
against one class of unsecured creditor by purporting to pay all
other unsecured creditors in full."  The Committee says the plan
is also infected with "sweetheart deals by management."

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

                        The Chapter 11 Plan

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

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

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

                    About International Aluminum

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


ISLE OF CAPRI: Bank Loan Amendment Favorable, Moody's Says
----------------------------------------------------------
Moody's Investors Service said that the recent bank loan amendment
to Isle of Capri Casinos, Inc. senior secured bank facility has
favorable implications for the company, particularly with respect
to covenant compliance.  However, while there are positive aspects
of the amendment, they do not immediately address Moody's concern
that Isle may not be able to reduce debt/EBITDA to 6.5 times by
the end of fiscal 2010, a requirement necessary to avoid a
possible downgrade.

The last rating action on Isle took place on December 9, 2008,
when the Corporate Family Rating was lowered to B2 from B1 and
outlook changed to negative.

Isle owns and operates fourteen casino gaming facilities in the
U.S.  The company generates consolidated annual net revenues of
about $1.1 billion.


JOSEPH CHARLES: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Joseph Charles Loomis filed with the U.S. Bankruptcy Court for the
District of Arizona its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                   $15,000
  B. Personal Property           $10,268,589
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $5,081,124
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $286,808
                                 -----------      -----------
        TOTAL                    $10,283,589       $5,349,932

Chandler, Arizona-based Joseph Charles Loomis filed for Chapter 11
bankruptcy protection on January 26, 2010 (Bankr. D. Ariz. Case
No. 10-01885).  Gerald K. Smith, Esq., at Gerald K. Smith And John
C. Smith Law OFC, 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.


JOSEPH CHARLES: Taps Smith & Smith as Bankruptcy Counsel
--------------------------------------------------------
Joseph Charles Loomis has asked for permission from the U.S.
Bankruptcy Court for the District of Arizona to employ Gerald K.
Smith and John C. Smith Law Offices, PLLC, as bankruptcy counsel.

Smith and Smith will, among other things:

     a. represent the Debtor in connection with all appearances;

     b. prepare necessary applications, motions, answers, orders
        and other documents;

     c. prepare plan and disclosure statement and handle matters
        and court hearings related thereto; and

     d. represent the Debtor in connection with the hearing on
        confirmation and all related matters.

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

        Gerald K. Smith                $450
        John C. Smith                  $250

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

Chandler, Arizona-based Joseph Charles Loomis filed for Chapter 11
bankruptcy protection on January 26, 2010 (Bankr. D. Ariz. Case
No. 10-01885).  Gerald K. Smith, Esq., at Gerald K. Smith And John
C. Smith Law OFC, 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.


JOSEPH MANCUSO: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Joint Debtors: Joseph M. Mancuso
                 aka Joseph M. Mancuso III
               Joelle Marie Mancuso
               1620 Esperance Dr
               Simi Valley, CA 93065

Bankruptcy Case No.: 10-11893

Chapter 11 Petition Date: February 19, 2010

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtors' Counsel: Philip D. Dapeer, Esq.
                  2625 Townsgate Rd., Ste 330
                  Westlake Village, CA 91361
                  Tel: (323) 954-9144

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 $2,380,700
and total debts of $3,817,146.

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/cacb10-11893.pdf

The petition was signed by the Joint Debtors.


KENDALL BROOK: Court Approves Dismissal of Reorganization Case
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado approved
the dismissal of the Chapter 11 case of Kendall Brook LLC.

The Debtor asked for the dismissal of its case because it has
resolved the dispute with its secured creditor, First National
Bank of Fort Collins.

Denver, Colorado-based Kendall Brook LLC filed for Chapter 11
bankruptcy protection on January 7, 2010 (Bankr. D. Colo. Case No.
10-10208).  David Wadsworth, Esq., who has an office in Denver,
Colorado, assists the Company in its restructuring effort.  The
Company has assets of $10,134,920, and total debts of $4,300,837.


LAS VEGAS SANDS: Swings to $43.9MM Operating Income in Q4
---------------------------------------------------------
Las Vegas Sands Corp. reported financial results for the quarter
ended December 31, 2009.  Net revenue for the fourth quarter of
2009 was $1.28 billion, an increase of 17.5% compared to
$1.09 billion in the fourth quarter of 2008.  Consolidated
adjusted property EBITDAR in the fourth quarter of 2009 increased
25.5% to $306.2 million, compared to $244.0 million in the year-
ago quarter.

On a GAAP basis, operating income in the fourth quarter of 2009
was $43.9 million, compared to an operating loss of $34.4 million
in the fourth quarter of 2008, an increase of $78.3 million.  The
increase in operating income was principally due to stronger
gaming volumes and the continued realization of cost savings and
efficiency initiatives across our properties, which contributed to
stronger margins overall and a record operating performance in
Macau.  The record results in Macau were partially offset by lower
operating results in Las Vegas.

Adjusted net income increased $38.7 million to $20.9 million, or
$0.03 per diluted share, compared to adjusted net loss of
$17.8 million in the fourth quarter of 2008, or a loss of $0.04
per diluted share.

On a GAAP basis, net loss attributable to common stockholders in
the fourth quarter of 2009 was $113.9 million, compared to net
loss of $136.5 million in the fourth quarter of 2008. Diluted loss
per share was $0.17 compared to a diluted loss of $0.27 in the
prior year quarter.  The decrease in net loss attributable to
common stockholders of $22.6 million reflects an increase in
operating income and a decrease in interest expense, partially
offset by a loss on the early retirement of debt, a smaller income
tax benefit, and increases in preferred stock dividends and
accretion of preferred stock.

Full year 2009 net revenue increased 3.9% to $4.56 billion,
compared to $4.39 billion in 2008.  Adjusted net income was
$48.2 million in 2009, an increase of 7.6% compared to
$44.8 million in 2008.  On a GAAP basis, net loss attributable to
common stockholders was $540.1 million in 2009, compared to a net
loss of $188.8 million in 2008.  The increase in GAAP net loss
attributable to common stockholders of $351.3 million was
principally driven by increases in non-cash impairment losses,
losses on early retirement of debt, preferred stock dividends and
accretion of preferred stock, partially offset by increased
revenue and decreased interest expense

             Fourth Quarter and Full Year Overview

Sheldon G. Adelson, chairman and CEO, stated, "I am pleased to
report that we delivered record revenues and EBITDAR during the
fourth quarter of 2009, led by our properties in Macau, which
achieved a record $251.5 million in EBITDAR.  That performance was
driven by healthy gaming volumes in combination with the continued
realization of cost savings from the efficiency initiatives we
implemented throughout the year.  The performance in Macau
provides strong momentum as we resume construction activities on
our latest integrated resort development in Macau.  That
13.3 million square foot development, which is located directly
across the Cotai Strip from The Venetian Macao and Four Seasons
Hotel Macao, will feature 6,400 hotel rooms from the Shangri-La,
Traders, Sheraton, Sheraton Towers and St. Regis brands.

"While our current quarter's results in Las Vegas reflect lower
room and food and beverage revenues, principally because of less
group business in Las Vegas, our gaming volumes have stabilized,
and the execution of our cost savings programs has positioned us
to deliver improved operating margins and cash flows as the
economy and our group business recover.  We believe 2010 will
reflect a recovery in the group business in Las Vegas, as recent
booking trends reflect increases compared to 2009.

"In Singapore, we are rapidly approaching the opening of Marina
Bay Sands, the first phase of which will open in late April.  We
have ramped up pre-opening activities for each of the major
operational areas of the property and look forward to introducing
our convention-based integrated resort business model to Singapore
about 10 weeks from today.

"Finally, we made steady progress during the year on our de-
leveraging strategy.  The completion of the listing of Sands China
Ltd. on the Hong Kong Stock Exchange significantly strengthened
our balance sheet, which now includes nearly $5.0 billion of cash
and cash equivalents."

A full-text copy of the Company press release on its fourth
quarter results is available for free at
http://ResearchArchives.com/t/s?53ae

                       About Las Vegas Sands

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

As reported by the TCR on Aug. 4, 2009, Moody's placed Las Vegas
Sands Corp.'s ratings, including its 'B3' Corporate Family Rating,
on review for possible downgrade.  Moody's cited weak operating
results and heightened concern regarding the Company's ability to
maintain compliance with financial covenants, among other things.

The Company also carries 'B-' issuer credit ratings from Standard
& Poor's.


LEHMAN BROTHERS: Judge Trims SASCO Claims in Lehman MBS Suit
-------------------------------------------------------------
Law360 reports that a federal judge has thrown out a slew of
claims against principals of Structured Asset Securities Corp. in
a putative class action brought by purchasers of mortgage-backed
securities from a Lehman Brothers Holdings Inc. affiliate.

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: MWRA Starts Adversary Case for Swap Agreement
--------------------------------------------------------------
The Massachusetts Water Resources Authority filed an interpleader
complaint, pursuant to Rules 22 and 67 of the Federal Rules of
Civil Procedure, to:

  (1) deposit with the U.S. Bankruptcy Court for the Southern
      District of New York the sum of $3,567,511, constituting
      the amount owed to MWRA's Lehman Brothers counterparty
      upon MWRA's termination of a derivative swap agreement,
      plus accrued interest until the time of deposit with the
      Court; and

  (2) to have the Court determine which of the two Interpleader
      Defendants is entitled to the Termination Payment.

Brendan M. Scott, Esq., at Klestadt & Winters, LLC, says it is
unclear which of the Interpleader Defendants ultimately is
entitled to the Termination Payment, among other reasons because
one of them assigned the derivative swap agreement to the other
shortly before they both filed for bankruptcy.

The adversary proceeding involves a swap agreement originally
entered into between MWRA and Lehman Brothers Derivative Products
Inc., dated March 22, 2000, which was amended and assigned by
LBDP to Lehman Brothers Special Financing Inc., effective
September 16, 2008.  The assignment occurred immediately after
Lehman Brothers Holdings Inc., the indirect parent of LBDP and
LBSF, filed a Chapter 11 petition on September 15, 2008, and just
a few weeks before LBSF and LBDP filed Chapter 11 petitions on
October 3, 2008, and October 5, 2008, respectively.

MWRA terminated the derivative swap contract as amended pursuant
to its terms on November 24, 2008.  That termination resulted in
a payment being owed to MWRA's Lehman Brothers counterparty,
according to Mr. Scott.

The interpleader complaint was dismissed on April 16, 2009, as a
result of a Court-approved stipulation stating that MWRA will
transfer the $3,567,511, plus all interest accrued to LBHI to be
held for the benefit of LBSF or LBDP; provided, however, that
that payment by MWRA will be without prejudice to the Debtors'
rights to contest MWRA's calculation of the Termination Payment.

LBSF and LBDP will take appropriate steps to determine which
entity is entitled to the Termination Payment and the Debtors'
books and records will be adjusted to reflect that determination
when complete.  LBSF and LBDP will notify MWRA of that
determination.

                        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: OCC Has Interpleader Suit vs. Barclays, et al.
---------------------------------------------------------------
The Options Clearing Corporation filed an interpleader complaint
asking the Court to require Barclays Capital, Inc., Australia &
New Zealand Banking Group Ltd., Bank of Tokyo-Mitsubishi UFJ,
Ltd., Lloyds TSB Bank plc, and James W. Giddens, in his capacity
as trustee for Lehman Brothers Inc., to interplead and settle
between themselves all claims to proceeds from letters of credit
totaling $80,797,001.

Prior to the commencement of LBI's liquidation proceeding on
September 19, 2008, the company was a clearing member of OCC and
maintained options and futures accounts at OCC.  Prior to the
commencement date, OCC exercised its rights to draw down on five
LOCs as margin in BLI's accounts:

  -- No. SO4743/8200 issued by Australia & New Zealand Banking
     Group Ltd. NY Branch in the amount of $15,598,500;

  -- No. SO4744/8200 issued by Australia & New Zealand Banking
     Group Ltd. NY Branch in the amount of $5,098,500;

  -- No. S015193 issued by Bank of Tokyo-Mitsubishi UFJ, Ltd. NY
     Branch in the amount of $35,100,000;

  -- No. NYSB2008730 issued by Lloyds TSB plc in the amount of
     $25,000,000; and

  -- No. SB237405 issued by Bayerische Hypo-und Vereinsbank AG
     in the amount of $1.

According to Robert W. Hirth, Esq., at Sidley Austin LLP, in New
York, OCC has communicated with each of the parties in an effort
to reach a resolution concerning who is entitled to the LC
Proceeds but those efforts have been unsuccessful.

                        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: Sued by BP Energy for Drawing on Letter of Credit
------------------------------------------------------------------
BP Energy Company and BP Corporation North America filed an
adversary proceeding against Lehman Brothers Holdings Inc. and
Lehman Brothers Commodity Services Inc. for declaratory relief or
alternatively for damages caused by Lehman's improper attempt to
draw down a letter of credit posted by BP.

In 2006, Lehman entered into a series of energy trades with BP.
In 2008, BP caused an Irrevocable Standby Letter of Credit to be
issued by Calyon, London, in connection with the energy trades
agreement.  The LC is in the amount of $15 million.  Lehman seeks
to draw down the full $15 million, even though Lehman is entitled
to only $5,747,206 from BP and related entities after netting out
the various obligations of the parties and their affiliates,
James S. Carr, Esq., at Kelley Drye & Warren LLP, in New York,
relates.

On December 8, 2009, the BP Entities dismissed the complaint
without prejudice with each party to bear its own costs.

                        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: Sec. 341(a) Meet on March 8 for Merit Creditors
----------------------------------------------------------------
A meeting of creditors of Merit LLC, LB Preferred Somerset LLC
and LB Somerset LLC is set to be held on March 8, 2010 at 2:00
p.m. (prevailing Eastern time), at the Office of the U.S. Trustee
for the Southern District of New York, 80 Broad Street, Fourth
Floor, in New York.

The meeting, which is required under Section 341(a) of the
Bankruptcy Code, offers the creditors a one-time opportunity to
examine the bankrupt companies' representative under oath about
their financial affairs and operations that would be of interest
to the general body of creditors.

                        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: Merit LLC Files Schedules & Statement
------------------------------------------------------
A.     Real Property                                         $0

B.     Personal Property
B.2    Bank Accounts                                     $4,876
B.16   Accounts Receivable                         Undetermined
B.21   Other Contingent & Unliquidated Claims      Undetermined

      TOTAL SCHEDULED ASSETS                            $4,876
      ========================================================

C.   Property Claimed as Exempt                  Not applicable
D.   Secured Claim                                           $0
E.   Unsecured Priority Claims                               $0
F.   Unsecured Non-priority Claims
      Lehman Brothers Asia Holdings                 $3,752,164
      Lehman Brothers Commercial Corp Asia         $81,388,995
      Lehman Brothers Finance (Japan) Inc.            $424,664
      Lehman Brothers Holdings Inc.                 $6,403,899
      Lehman Commercial Paper Inc.                $238,275,730
      Stauss, Tom                                      $30,000
      True Friend 4th Securitization                   Unknown
      Lehman Brothers Advisors                            $119

      TOTAL SCHEDULED LIABILITIES                 $330,275,573
      ========================================================

                  Statement of Financial Affairs

William Fox, chief financing officer and executive vice-president
of Lehman Paper Commercial Inc., a sole member of Merit LLC,
informed the U.S. Bankruptcy Court for the Southern District of
New York that the company did not have income from the operation
of its business within the past two years.

Mr. Fox disclosed that Merit is or was a party to these lawsuits
within the year prior to its bankruptcy:

Lawsuits                               Nature of Proceeding
--------                               ---------------------
True Friend 4th Securitization         Securities Litigation
Specialty Ltd. vs. Lehman
Brothers International (Europe)
and Merit LLC; Case Number
2009CaHab 1066

True Friend 4th Securitization         Securities Litigation
Specialty Ltd. vs. Lehman
Brothers International (Europe)
and Merit, LLC; Case Number
2009CaHab 1625

A request has been made for judicial mediation of the
litigations, according to Mr. Fox.

Mr. Fox said that within one year prior to the Petition date,
True Friend 4th Securitization brought actions against Merit and
LBIE.

The actions brought by True Friend resulted in the issuance by
the Seoul Central District Court of two "Injunctions to Prohibit
Disposition of Shares" with respect to the 8,376,971 ordinary
shares of Daewoo Engineering and Construction Co. Ltd. that Merit
loaned and transferred to LBIE.  The shares are under the custody
of Lehman Brothers International (Europe) Seoul Branch, as agent.

Within two years prior to Merit's bankruptcy filing, these
bookkeepers and accountants kept or supervised the keeping of its
books of account and records:

Personnel                             Dates Services Rendered
---------                             -----------------------
Sabrina Lo                            December 2007 - September
Nomura International Hong Kong Ltd.   2009

Sumeet Gilra                          2008 - October 2009
Nomura Services India (Private) Ltd.

Harish Kumar                          October 2009 - present
A&M Middle East Limited

Roberto Recaldini                     September 2008 - present
LBQ Hong Kong

Joseph Cheung                         December 2007 - September
Nomura International Hong Kong Ltd.   2008


Kelvin Lam                            December 2007 - September
   Nomura International Hong Kong Ltd. 2008

Brian Nicholson                       November 2008 - present
LBQ Hong Kong

Mr. Fox further disclosed that these firms and individuals were
in possession of the books of account and records of Merit at the
time of its bankruptcy filing:

  * KPMG Transaction Advisory Services
    27th Floor, Alexandra House,
    18 Charter Road, Central, Hong Kong

  * Nomura International Hong Kong Limited
    23/F Man Yee Building, Central, Hong Kong

  * Lehman Brothers Holdings Inc.
    1271 Avenue of the Americas, 35th Floor
    New York, NY 10020

  * Brian Nicholson
    LBQ Hong Kong, Rooms 1101-3, 11/F
    MassMutual Tower, 38 Gloucester Road
    Wanchai, Hong Kong

                        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)


LENNOX INTERNATIONAL: S&P Raises Corp. Credit Rating From 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Richardson, Texas-based Lennox International Inc. to
'BBB-' from 'BB+'.  The rating outlook is stable.  S&P removed all
ratings from CreditWatch, where they were placed with positive
implications on Dec. 18, 2009.

"The ratings upgrade recognizes Lennox's relatively prudent
financial policy that has resulted in the maintenance of strong
credit measures over the past several quarters, despite difficult
operating conditions due to the steep decline in residential and
commercial construction and repair activity and the global
recession,' said Standard & Poor's credit analyst Thomas Nadramia.
During this period, the company has produced better-than-expected
cash flow generation and used it to significantly reduce debt
balances, despite weaker year-over-year operating performance.

The stable rating outlook incorporates its expectation that Lennox
will maintain credit metrics at levels S&P would consider to be
good for the rating, despite likely continued weakness in
commercial construction and residential end markets during the
intermediate term.  In 2010, S&P expects adjusted EBITDA of about
$250 million, FFO to debt of more than 40% and limited use of debt
to finance share repurchases.  As a result, S&P believes Lennox
will generate discretionary cash flow of $75 to $100 million in
2010, after capital expenditures of about $75 million.  As a
result, S&P expects Lennox to end 2010 with its measure of
adjusted leverage of around 2x, which is good for the rating given
its current view of Lennox's business profile.

S&P could take a negative rating action if operating earnings
decline materially and rapidly from expected levels due to
volatility in raw material costs or volume declines.  S&P could
also do so if Lennox pursued a more aggressive financial policy
that resulted in total adjusted debt to EBITDA deteriorating to
above 3x and FFO to debt to less than 30% and S&P expected the
company to maintain credit measures at these levels for an
extended period.  This could occur if the company made greater use
of debt to finance share repurchases or acquisition activity.

S&P considers a positive rating action unlikely in the near term
given the still somewhat difficult operating conditions.  However,
this could occur during the intermediate term if operating
earnings materially exceed expectations or if the company
increased its size and geographic diversity while achieving and
maintaining margins in excess of 10%.  In addition, financial
policy decisions focused on preserving credit measures also remain
will remain an important ratings factor.


LIBBEY GLASS: Moody's Raises Corporate Family Rating to 'B2'
------------------------------------------------------------
Moody's Investors Service upgraded Libbey Glass Inc.'s corporate
family rating to B2 and assigned a B2 rating to Libbey Glass'
$400 million senior secured notes due 2015, removing the (P)
designation.  The ratings outlook is stable.  Concurrently,
Moody's upgraded the company's speculative grade liquidity rating
to SGL-2 from SGL-3, reflecting the expectation of good liquidity
over the next twelve months.  The rating actions follow the
completion of the company's refinancing transaction, and conclude
the review for possible upgrade that began on January 26, 2010.

The upgrade reflects Moody's expectation that Libbey Glass will
sustain the recent improvements in profitability and metrics,
despite the expectation for a sluggish recovery in economic
conditions in calendar 2010.  Sales volume is expected to modestly
improve through the year, and the company should continue to
benefit from improved capacity utilization and successful cost
reduction efforts.  The ratings are further supported by company's
leading market position in foodservice glassware, strong brand
names, geographic diversification, and extensive distribution
capabilities.

Constraints for the rating include the company's small size
relative to other rated global consumer durables companies and the
capital, labor and energy intensive nature of the business.
Despite recent significant improvement, Libbey Glass' credit
metrics remain weak due to high debt levels and significant
interest burden.  For the year ended December 31, 2009, the
company's debt/EBITDA, pro forma for the refinancing transaction,
improved to below, 6.0x from over 9.0x at the end of June 2009.
Further sustained improvement is anticipated through EBITDA
improvement and debt reduction.

The upgrade to SGL-2 reflects the expectation for good near term
liquidity, supported by balance sheet cash and continued positive
free cash flow and excess revolver availability.  The refinancing
transaction has extended the company's maturity profile by several
years.

Ratings assigned:

  -- $400 million senior secured notes due 2015 at B2 (LGD3, 44%);
     the (P) designation was removed

Ratings upgraded:

  -- Corporate family rating to B2 from Caa1;
  -- Probability of default rating to B2 from Caa1
  -- Speculative grade liquidity rating to SGL-2 from SGL-3

The ratings outlook is stable.

Moody's previous rating action on Libbey Glass was on January 26,
2010, when the company's Caa1 corporate family rating was placed
on review for possible upgrade and a (P)B2 rating was assigned to
the company's proposed note offering.

Headquartered in Toledo, Ohio, Libbey Glass Inc. is the largest
manufacturer of glass tableware in the Western Hemisphere, and one
of the largest manufacturers of glass tableware in the world.
Revenue for the year ending December 31, 2009, was $750 million.
The Company serves foodservice, retail, industrial, and business-
to-business customers in over 100 countries.  It is the operating
subsidiary of Libbey Inc. (NYSE Amex: LBY).


LIBERTY CAPITAL: Posts $430,000 Net Loss in Q3 Ended Dec. 31
------------------------------------------------------------
Liberty Capital Asset Management, Inc., reported a net loss of
$430,000 on asset liquidation revenue of $36,132 for the three
months ended December 31, 2009, compared to net income of $73,324
on asset liquidation revenue of $598,459 for the same period of
2008.

The revenue decrease is attributable the Company's election to
maintain its remaining portfolio of loans until market conditions
have improved and to create its revenue from reperforming loans;
due to the restrictive credit availability for borrowers to
refinance out of the existing loans.  Also, governmental
regulations have reduced borrower incentives to pay on time and
have extended the foreclosure recovery period thus reducing
revenue.

Loss from operations was $433,207, for the three month ended
December 31, 2009, as compared to income of $80,464 from the same
period in the prior year.

                       Nine Months Results

Revenues generated from reperforming, sale of loans and fee
revenue decreased 78% to $511,502, from $2,329,931 for the nine
months ended December 31, 2008.

Loss from operations was $1,007,787, for the nine month ended
December 31, 2009, as compared to income of $310,930 from the same
period in the prior year.  For the nine months ended December 31,
2009, the Company had a net loss of $2,271,660 as compared to net
income of $291,888, during the same period in the prior year.  The
Company expensed $1,231,730 associated with its valuation of its
loans held for investment.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed total assets of $4,127,855, total liabilities of
$1,341,330, and total stockholders' equity of $2,786,525.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $3,917,624 in total current
assets available to pay $1,341,330 in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?53e1

                       Going Concern Doubt

"For the nine months ended December 31, 2009, the Company has
suffered losses from operations of approximately $2.3 million.  A
substantial portion of the Company's cumulative net loss is
attributable to non-cash operating expenses of $1,231,730, however
until the Company can sustain its profitability, a substantial
doubt exists about the Company's ability to continue as a going
concern."

                      About Liberty Capital

Based in Las Vegas, Nevada, Liberty Capital Asset Management, Inc.
(OTC BB: LCPM) http://www.libcapital.com/-- is engaged in
generating revenues from reperforming, sale of loans and fee
revenue since July 1, 2007.  The Company acquires pools of non-
performing loans and then re-performs those loans by restructuring
the financial parameters such that the defaulted borrower can
return to making payments in a timely manner again.


LOUISIANA-PACIFIC CORP: S&P Affirms 'BB' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Louisiana-Pacific Corp. to stable from negative.  At the same
time, S&P affirmed all ratings on LP, including the 'BB' corporate
credit rating.

"The outlook revision stems from Standard & Poor's assessment that
LP's financial performance faces limited downside risk in the near
term," said Standard & Poor's credit analyst Pamela Rice.  The
company had almost $400 million of cash compared with about
$375 million of adjusted debt at Dec. 31, 2009, of which only
about $60 million matures in the next three years.  In addition,
S&P expects that LP's earnings should strengthen from very poor
levels as housing markets begin to recover in 2010, with a more
substantial improvement in 2011 as the rebound S&P anticipate
accelerates.  With S&P's expectations for still modest capital
spending over the next one to two years, disciplined capacity
management, and benefits from cost reduction and efficiency
actions, the ratings incorporate S&P's projection of about
breakeven free cash flow in 2010 followed by substantial
improvement as housing starts increase.

The ratings on Nashville, Tenn.-based LP reflect the company's end
market concentration as a producer of primarily residential
building products, highly cyclical demand and pricing of its
primary product, oriented strandboard, and widely fluctuating
financial results.  The company's moderate financial policies and
meaningful liquidity relative to its intermediate-term
requirements, temper these factors.

The stable rating outlook incorporates S&P's expectation that
residential construction markets will begin to recover, with
housing starts increasing to more than 700,000 and remodeling
demand improving, leading to modestly improved financial results
for LP in 2010 and substantially better credit measures in 2011.
The stable rating outlook also depends on management's commitment
to maintaining a moderate capital structure and ample liquidity to
protect creditors against the negative effects of earnings and
cash flow volatility.  S&P expects LP to maintain an operating
cash balance and credit availability in the $200 million-
$300 million range during cyclical downturns.

S&P could lower the ratings if housing starts worsen from 2009
levels and S&P do not see any signs that a recovery will begin
even in 2011.  A negative rating action could also occur if the
company deviates from stated financial policies, or if its cash
erodes to unexpectedly low levels.  Specifically, S&P expects the
company to maintain liquidity of at least $200 million to
$300 million.  S&P's assessment of LP's business risk profile as
fair is likely to preclude us from taking a positive rating action
over the next year even if its credit measures strengthen to the
extent S&P currently expects because of the wide fluctuations it
experiences in its financial performance.


MARKETING WORLDWIDE: Dec. 31 Balance Sheet Upside-Down by $8.9MM
----------------------------------------------------------------
Marketing Worldwide Corporation's consolidated balance sheets at
December 31, 2009, showed $4,720,212 in total assets, $10,118,979
in total liabilities, and $3,499,950 in Series A convertible
preferred stock, resulting in a $8,898,708 shareholders' deficit.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $1,341,129 in total current
assets available to pay $4,471,511 in total current liabilities.

MWW reported a net loss of $4,387,323 on total revenue of
$1,508,276 for the three months ended December 31, 2009, compared
to a net loss of $858,271 on total revenue of $1,396,160 for the
comparable period in 2008.

Operating loss decreased by $151,318 to a loss of $527,911 in the
first quarter of fiscal 2010, compared to a net operating loss of
$679,229 in the first quarter of fiscal 2009.

During the three months ended December 31, 2009, the Company
recorded a noncash charge of $3,676,957 associated with the
reset provisions of the Company's Series A Preferred Stock.

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

                       Going Concern Doubt

During the three month period ended December 31, 2009, the Company
incurred a loss of $4,387,323.

On January 27, 2009, the primary secured lender notified the
Company it was in default of its obligations under the commercial
mortgage loan secured by first deed of trust on real property to
JCMD Properties, LLC.

"The Company's existence is dependent upon management's ability to
raise additional financing and develop profitable operations.  If
additional financing is not available or is not available on
acceptable terms, we will have to curtail our operations."

                    About Marketing Worldwide

Based in Howell, Michigan, Marketing Worldwide Corporation (OTC
BB: MWWC) is a full service design, engineering and manufacturing
firm of original equipment manufacturer components in the
automotive accessory market.


MARTY'S SHOES: Court Converts Case to Chapter 7 Liquidation
-----------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware approved the conversion of Marty's Shoes
Inc.' Chapter 11 case to one under Chapter 7.

Roberta A. DeAngelis, the acting U.S. Trustee for Region 3, asked
for the conversion of the case or alternatively, the dismissal of
the Chapter 11 case.

Marty Shoes -- http://www.martyshoes.com-- mainly sells athletic
footwear, including brands Adidas and Reebok.  It has been
operating 60 stores in 4 states for more than 30 years.

The company filed for Chapter 11 protection on Sept. 12, 2008
(Bankr. D.Del. Case No. 08-12131).  Kevin Scott Mann, Esq., at
Cross & Simon, LLC, represents the Debtor in its restructuring
effort.  The company listed assets of between $10 million and
$50 million and debts of between $10 million and $50 million when
it filed for bankruptcy.


MATTRESS KING: Court Approves Going-Out-Of Business Sale
--------------------------------------------------------
Louis Llovia at the Richmond Times-Dispatch says a federal
bankruptcy judge approved the going-out-of-business sale of
Mattress King that would result in the closing of its six
remaining stores.  Proceeds from the sale will be paid to the
company's creditors.

Based in Georgia, Mattress King owns a 10-store bedding specialty
retailer store.  The company filed for Chapter 11 protection,
listing assets of $313,000 and debts of $2.1 million.  The Company
said it owes about $1.6 million to its unsecured creditors.  The
Company owes $189,000 to Fraenkel Co., Simmons, $91,323; Comfort
Solutions licensee Dixie Bedding, $61,633; Sealy, $34,317; and
Hooker Furniture, $5,375.


MCCLATCHY CO: Closes $875 Million Senior Notes Offering
-------------------------------------------------------
The McClatchy Company has closed its offering of $875 million
aggregate principal amount of its 11.50% Senior Secured Notes due
2017 to qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended, and outside the United
States to non-U.S. persons pursuant to Regulation S under the
Securities Act.

Pat Talamantes, McClatchy's CFO said, "We are pleased to have
completed this offering and appreciate the confidence that
investors have demonstrated in our company.  With this new capital
we were able to pay down $567.3 million of our bank debt and
retire $147.2 million of our 7.125% Senior Notes due June 1, 2011
and $23.9 million of our 15.75% Senior Notes due 2014 as a part of
the previously announced preliminary results of our cash tender
offer, which has resulted in our having $19.0 million of our
7.125% Senior Notes due June 1, 2011 and $375,000 of our 15.75%
Senior Notes due 2014 still outstanding.  As of the close of the
refinancing transaction, we have debt outstanding, net of cash on
hand of $1.96 billion and we have $196.3 million available under
our credit facilities to fund our short-term liquidity needs.  In
addition, with the recent amendment to our credit agreement,
$72.3 million of our outstanding bank debt will come due in June
2011 and $189.6 million of our outstanding bank debt will not come
due until July 2013.

"While these new notes bear a higher interest rate than our bank
debt, it is a fixed rate that we believe will reduce interest rate
risk for McClatchy.  Approximately 87% of our outstanding debt is
at a fixed rate and 13% is at variable or floating rates."

The notes are senior obligations of McClatchy that are guaranteed
by each of McClatchy's subsidiaries that guarantee indebtedness
under McClatchy's credit agreement.  The notes and guarantees are
secured by a first-priority lien on certain of McClatchy's and the
subsidiary guarantors' assets, and will rank pari passu with liens
granted under McClatchy's credit agreement.  Interest will be
payable semi-annually at a rate of 11.50% per annum on February 15
and August 15 of each year, beginning on Aug. 15, 2010.

A full-text copy of the amended credit agreement is available for
free at http://ResearchArchives.com/t/s?53ad

                     About McClatchy Company

The McClatchy Company is the third largest newspaper company in
the United States, with 30 daily newspapers, 43 non-dailies, and
direct marketing and direct mail operations.  McClatchy also
operates leading local websites in each of its markets which
extend its audience reach.  The websites offer users comprehensive
news and information, advertising, e-commerce and other services.
Together with its newspapers and direct marketing products, these
interactive operations make McClatchy the leading local media
company in each of its premium high growth markets.  McClatchy-
owned newspapers include The Miami Herald, The Sacramento Bee, the
Fort Worth Star-Telegram, The Kansas City Star, The Charlotte
Observer, and The News & Observer (Raleigh).

McClatchy also owns a portfolio of premium digital assets,
including 14.4% of CareerBuilder, the nation's largest online job
site, 25.6% of Classified Ventures, a newspaper industry
partnership that offers two of the nation's premier classified
websites: the auto website, cars.com, and the rental site,
Apartments.com and 33.3% of HomeFinder, LLC which operates the
real estate website HomeFinder.com.  McClatchy is listed on the
New York Stock Exchange under the symbol MNI.

At September 27, 2009, the Company had $3,325,395,000 in total
assets against $275,532,000 in total current assets and
$2,947,256,000 in total non-current liabilities.

                          *     *     *

Troubled Company Reporter said on Feb. 15, 2010, Moody's Investors
Service upgraded The McClatchy Company's Corporate Family Rating
to Caa1 from Caa2, Probability of Default Rating to Caa1 from
Caa2, and senior unsecured and unguaranteed note ratings to Caa2
from Caa3, concluding the review for upgrade initiated on January
27, 2010.  Moody's also assigned definitive B1 ratings to
McClatchy's $875 million senior secured notes due 2017 and the
approximate $397 million extended portion of its senior secured
credit facility, and upgraded the company's speculative-grade
liquidity rating to SGL-2 from SGL-4.  The upgrades reflect
McClatchy's improved liquidity position and reduced near-term
default risk following completion of the company's refinancing,
and its ability to stabilize EBITDA performance through
significant cost reductions.  The rating outlook is stable.

As reported by the Troubled Company Reporter on January 14, 2010,
Fitch Ratings placed The McClatchy Company's Issuer Default Rating
of 'C' on Watch Positive.  In addition, Fitch affirmed these:

  -- Senior secured credit facility at 'C/RR4';
  -- Senior secured term loan at 'C/RR4;
  -- Senior unsecured guaranteed notes at 'C/RR6';
  -- Senior unsecured notes/debentures at 'C/RR6'.

Approximately $2 billion of debt is affected by Fitch's action.

The TCR on July 2, 2009, said Standard & Poor's Ratings Services
raised its corporate credit rating on McClatchy to 'CC' from 'SD'
(selective default).  The rating outlook is negative.  At the same
time, S&P raised its issue-level rating on each of McClatchy's
senior unsecured notes originally issued by Knight Ridder Inc. to
'C' from 'D'.  All other outstanding ratings on the company were
affirmed.

Moody's on June 29, 2009, lowered McClatchy's corporate family
rating to Caa2 from Caa1 and the probability of default rating to
Caa2/LD from Caa3 upon completion of an exchange offer of
$102.9 million of then existing senior unsecured notes for
$24.2 million of new 15.75% senior unsecured guaranteed notes due
July 2014.  At that time, Moody's also assigned a Caa1 rating
(LGD3 - 42%) to the new 2014 notes.  The PDR was subsequently
changed to Caa2 from Caa2/LD on July 2, 2009.


MEGA BRANDS: Files Chapter 15 Petition in Delaware
--------------------------------------------------
Montreal, Canada-based Mega Brands Inc., together with nine
affiliates, filed a Chapter 15 petition in the United States
(Bankr. D. Del. Case No. 10-10485).

Mega Brands is asking the U.S. court to protect its U.S. assets
from lawsuits and creditor claims while it undergoes a court-
supervised restructuring in Canada, filed Feb. 12.

Mega Brands cited declining sales for toymakers, fluctuations in
the price of raw materials and negative publicity from product
recalls among the reasons for its restructuring.

The Company's plan calls for secured-debt holders to get
$215.3 million in cash and $35.9 million in new common stock, for
a recovery of about 70%, Mega Brands said.  Holders of
$70.4 million in convertible debentures would get new debentures,
common stock and warrants worth $15 million, for an estimated 21%
recovery.

If approved by the Canadian court, Mega Brands said the
restructuring will reduce its debt by more than $290 million and
cut annual interest payments to $13.6 million from $43.8 million.

The restructuring affects only secured lenders, unsecured
debenture holders and equity shareholders.  Other creditors,
including employees and trade creditors, will continue to be paid.

                         About MEGA Brands

MEGA Brands Inc. claims to be a trusted family of leading global
brands in construction toys, games & puzzles, arts & crafts and
stationery.  The Company employs from 1,300 to 1,500 people, more
than half of them in Canada.

Mega Brands 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.


MEGA BRANDS: Chapter 15 Case Summary
------------------------------------
Chapter 15 Petitioner: Peter Ferrante,
                       foreign representative

Chapter 15 Debtor: Mega Brands Inc.
                     aka Gestions Ritvik Inc.
                     aka Mega Bloks Inc.
                     aka Ritvik Holdings, Inc.
                   4505 Hickmore
                   Saint-Laurent, Quebec H4T 1K4
                   Canada

Chapter 15 Case No.: 10-10485

About the Business: MEGA Brands Inc. has claims to have a trusted
                    family of leading global brands in
                    construction toys, games & puzzles, arts &
                    crafts and stationery.  The Company employs
                    from 1,300 to 1,500 people, more than half of
                    them in Canada.

Debtor-affiliates filing separate Chapter 15 petitions:

        Entity                                     Case No.
        ------                                     --------
4402596 Canada Inc.                                10-10486
4402804 Canada Inc.                                10-10487
MB Finance LLC                                     10-10488
MB US Inc.                                         10-10489
MB2 LP                                             10-10490
Mega Bloks Financial Services, Inc.                10-10491
Mega Brands America, Inc.                          10-10492
Rose Moon, Inc.                                    10-10493
Warren Industries, Inc.                            10-10494

Chapter 15 Petition Date: February 18, 2009

Court: District of Delaware (Delaware)

Chapter 15 Petitioner's Counsel: Laura Davis Jones, Esq.
                                 Pachulski Stang Ziehl & Jones LLP
                                 919 N. Market Street, 17th Floor
                                 Wilmington, DE 19899-8705
                                 Tel: (302) 652-4100
                                 Fax: (302) 652-4400
                                 Email: ljones@pszjlaw.com

                                 Timothy P. Cairns, Esq.
                                 Pachulski Stang Young & Jones LLP
                                 919 N. Market Street, 17th Floor
                                 Wilmington, DE 19801
                                 Tel: (302) 652-4100
                                 Fax: (302) 652-4400
                                 Email: tcairns@pszjlaw.com

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

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


MESA AIR: Wants Deloitte as Tax Consultant
------------------------------------------
Mesa Air Group Inc. and its units seek the Court's authority to
employ Deloitte Tax LLP as their tax service provider to perform
tax compliance and tax consulting services, nunc pro tunc the
Petition Date.

According to the Debtors' President, Michael J. Lotz, the
retention of Deloitte Tax will be in accordance with two
engagement letters -- Tax Compliance Letter and Tax Advisory
Letter -- each dated January 21, 2010, between the Debtors and
the firm, and as may be agreed to by the parties.

The Debtors anticipate that Deloitte Tax will render certain tax
services as deemed appropriate and feasible by the parties,
including:

  (a) Preparation of September 30, 2009 federal and state income
      tax returns for Mesa Air Group, Inc. and subsidiaries, and
      preparation of any estimated tax payments for the year
      ending September 30, 2010;

  (b) Tax advisory services for Mesa and its subsidiaries during
      the year January 1, 2010, through December 31, 2010,
      including but not limited to Work Orders as specified in
      the Tax Advisory Letter.  These services may include (1)
      United States federal income tax consulting, (2) multi-
      state tax consulting, (3) employee benefits, and (4)
      international tax consulting.

  (c) Other tax services as may be requested by the Debtors and
      agreed to by Deloitte Tax, including pursuant to separate
      engagement letters.

The Debtors believe that the services to be provided by Deloitte
Tax will not be unnecessarily duplicative of those provided by
any other of the Debtors' professionals.  Deloitte Tax will seek
to coordinate any services performed at the Debtors' request with
the Debtors' other proposed professionals, including Deloitte &
Touche LLP, Imperial Capital LLC, and Pachulski Stang Ziehl &
Jones LLP, as appropriate, to avoid duplication of effort.

Deloitte Tax has been providing services to the Debtors since the
Petition Date in the approximate amount of $13,805 in fees and
related expenses for which, upon approval of its retention, it
will seek to be compensated in its first interim fee application,
Mr. Lotz says.

Mr. Lotz adds that the Debtors have paid Deloitte Tax a total of
approximately $295,750 in the 90 days before the Petition Date.
As of the Petition Date, the Debtors do not owe Deloitte Tax any
amounts for its prepetition services.

According to Mr. Lotz, the Deloitte Tax professional fees for the
preparation of the tax returns, extensions and estimated tax
calculations, other than for services related to assessing the
applicability of the reportable transaction provisions, are
estimated to be approximately $259,750, plus reasonable
out-of-pocket expenses.

The professional fee includes (i) $199,750 for the preparation of
federal and state income tax returns; (ii) $ 10,000 for state
apportionment; (iii) $20,000 for the preparation of federal and
state extensions, including first quarter estimated tax
payments; and (iv) $30,000 for the preparation of federal and
state estimated tax calculations and payment vouchers -- $10,000
per quarter for second, third and fourth quarters.

These estimates are based on a blended rate of $160 per hour and
assume that the tax returns will involve approximately the same
level of complexity as last year's returns.  If Deloitte Tax
finds that there is an increased level of complexity or if
additional services are necessary in order to complete the
returns outlined in the Tax Compliance Letter, Deloitte Tax will
contact the Debtors to discuss the billing arrangement related to
these out-of-scope services.

For the preparation of additional city or state income/franchise
tax returns identified and not listed in the Tax Compliance
Letter, Deloitte Tax's fee will be $1,250 per return.

To the extent delays in receiving the information requested occur
or Deloitte Tax performs additional work in gathering data or
formatting data to the requested manner, the firm will bill for
the additional time at 60% of its current applicable hourly
rates, which are:

        Partner/Principal/Director            $525
        Senior Manager                        $420
        Manager                               $369
        Senior                                $291
        Staff                                 $216

Pursuant to the Tax Advisory Letter, the Deloitte Tax fees for
tax consulting and advisory services, other than for advisory
services, which are the subject of a separate engagement letter
with a different fee arrangement or a Work Order, are based on
the amount of professional time required and 75% of its standard
hourly rates, which vary depending upon the experience level of
the professionals involved, plus reasonable expenses.  The
applicable current discounted hourly rates by level are:

        Partner                               $656
        Senior Manager                        $525
        Manager                               $461
        Senior                                $364
        Staff                                 $270

Deloitte Tax will also seek reimbursement for all necessary and
reasonable related expenses.

As set forth in the Engagement Letters and subject to the terms
and conditions therein, the Debtors also agreed to indemnify
Deloitte Tax and certain related parties from losses directly or
indirectly in connection with, arising out of, based upon, or
related to the engagement of Deloitte Tax under the Engagement
Letters, Mr. Lotz informs the Court.

Tiffany Young, a partner at Deloitte Tax, relates that from time
to time, Deloitte Tax or its affiliates have provided, currently
provide, or may provide services and likely will continue to
provide services, to certain creditors of the Debtors and various
other parties potentially adverse to the Debtors in matters
unrelated to these Chapter 11 cases.

Ms. Young discloses that the firm has certain relationships with
certain of the Debtors' largest secured or unsecured creditors or
interest holders, and Pachulski Stang Ziehl & Jones LLP, the
Debtors' counsel in matters unrelated to the Debtors' cases.  The
entities include:

    * AAR Corporation,
    * Bank of Hawaii Leasing, Inc. and its affiliates,
    * Deutsche Bank and its affiliates,
    * Embraer and its affiliates, and
    * Raytheon Aircraft Credit Corporation and its affiliates.

Ms. Young informs the Court that certain financial institutions
or their affiliates, including Wells Fargo/Wachovia Bank, are
lenders to Deloitte Tax or its affiliates.  Deloitte Tax is a
guarantor of certain of the indebtedness.  Certain of these
financial institutions have also financed a portion of the
capital or capital loan requirements of various partners and
principals of Deloitte Tax and its affiliates.

Deloitte & Touche LLP, an affiliate, or its affiliates have
provided and may continue to provide professional services to the
Debtors, including post-bankruptcy services pursuant to a
separate retention application, Ms. Young adds.

Deloitte Tax is a disinterested person within the meaning of
Section 101(14) of the Bankruptcy Code.  The firm neither holds
nor represent an interest adverse to the Debtors and their
estates with respect to the matters on which it is to be
retained, Ms. Young attests.

                     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: Committee Wants to Limit Information Access
-----------------------------------------------------
Pursuant to Sections 105(a), 107(b) and 1102(b)(3) of the
Bankruptcy Code and Rule 9018 of the Federal Rules of Bankruptcy
Procedure, the Official Committee of Unsecured Creditors ask the
Court for an order regarding creditor access to information, and
setting certain creditor information sharing procedures and
protocols.

Specifically, the Creditors' Committee seeks an order providing
that it is not authorized or required, pursuant to Section
1102(b)(3)(A), to provide access to the Debtors' confidential and
other non-public proprietary information -- Confidential
Information -- the Committee's confidential information, or to
privileged information, to the creditors it represents.

According to Brett H. Miller, Esq., at Morrison & Foerster LLP,
in New York, proposed counsel for the Creditors' Committee, as
part of the Bankruptcy Abuse Prevention & Consumer Protection Act
of 2005, Congress enacted new Section 1102(b)(3) of the
Bankruptcy Code.

Section 1102(b)(3)(A) does not indicate how a creditors'
committee should provide access to "information," and, more
importantly, does not indicate the nature, scope, or extent of
the "information" that a creditors' committee must provide to
creditors that it represents.  Further, there appears to be no
legislative history to Section 1102(b)(3) that might shed light
on these issues, Mr. Miller says.

In connection with the Debtors' efforts to reorganize under
Chapter 11, they are in the process of entering into a
confidentiality agreement with the Creditors' Committee pursuant
to which the Committee members and its professionals will be
provided with access to certain confidential, non-public
information, Mr. Miller relates.

The Debtors are in a very competitive industry.  The
dissemination of the Debtors' Confidential Information to parties
who are not bound by any confidentiality agreement directly with
the Debtors could be disastrous for them.  This is especially the
case, given the industry in which the Debtors operate and the
sensitive nature of much of the proprietary information utilized
and stored by the Debtors, Mr. Miller tells the Court.

If there were a risk that Confidential Information given by the
Debtors to the Creditors' Committee would have to be turned over
to any creditor, the Debtors would be highly discouraged from
giving Confidential Information to the Committee in the first
place.  In fact, the Debtors might conclude that they could not
give such information to the Committee at all.  The inability of
the Committee to gain access to Confidential Information, in
turn, could limit the ability of the Committee to fulfill its
statutory obligations under the Bankruptcy Code, Mr. Miller adds.

Furthermore, the risk to the Debtors, and the Creditors'
Committee having to provide access to Privileged Information to
the creditors it represents creates obvious and serious problems.
If the Debtors and the Committee believed that there could be a
risk that Privileged Information would need to be turned over to
such creditors, with the possible loss of the relevant privilege
at that time, the entire purpose of such privilege would be
eviscerated, and both the Debtors and the Committee likely would
be unable to obtain the independent and unfettered advice and
consultation that such privileges are designed to foster, Mr.
Miller points out.

Indeed, unless it is made clear that the risk of dissemination of
Privileged Information does not exist, the estate representation
structure envisioned by the Bankruptcy Code would become
immediately dysfunctional, he says.

The Debtors and the Creditors' Committee also seek clarification
that the Committee's duties under Section 1102(b)(3) are
satisfied by (i) responding promptly to written and telephonic
inquiries received from the creditors it represents, and (ii) in
the Committee's reasonable discretion, establishing and
maintaining an Internet-based website or an electronic mail
address for creditors to submit questions and comments to the
Committee.

The reasonable fees and expenses of the Creditors' Committee and
its agents relating to the implementation and maintenance of any
Committee Website, other than the fees and expenses of its
retained professionals, will be payable by the Debtors upon
presentation of an appropriate invoice, according to Mr. Miller.
Those fees and expenses will be treated as administrative
expenses pursuant to Section 503(b) of the Bankruptcy Code.

                           Procedures

Under the terms of the proposed order, the Creditors' Committee
will respond to a general unsecured creditor's request for
information within 30 days of receipt of the request.  The
response will provide access to the requested information or
reasons why the information will not be provided.

If the information request is denied because it requests
Confidential Information, Committee Confidential Information, or
Privileged Information, which cannot be disclosed, or the request
is unduly burdensome, the creditor, after good-faith attempts to
meet and confer with the Committee, can file a motion requesting
the information.

In responding to an information request, the Creditors' Committee
will consider certain factors, including the creditor's
willingness to enter into a confidentiality agreement and trading
restrictions; whether the requesting creditor is involved in
claims or equity interest trading; or whether the requesting
creditor is a current or prospective competitor of the Debtors.

If the Creditors' Committee agrees that Confidential Information
of the Debtors should be supplied to any general unsecured
creditor, by request or otherwise, it will do so only if the
creditor executes a confidentiality agreement and pursuant to the
procedures.  The Committee may in its sole discretion disclose
any Committee Confidential Information.

                     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: Embraer, et al., Are Substantial Claimholders
-------------------------------------------------------
These entities filed with the Court separate notices of their
status as substantial claimholders with respect to claims against
Mesa Air Group Inc. in the bankruptcy cases.  The entities
indicated in their notices that they beneficially own claims
against the Debtors as of February 3, 5, 8 or 12, 2010.

* Embraer-Empresa Brasileira de             $21,896,709
   Aeronautica, S.A.

* Bank of Hawaii Leasing, Inc.              $25,000,000

* Paladin Technology Corp., d/b/a Paladin       $11,700
   Aerospace

* Suntrust Leasing Corporation              $25,000,000

* Cargill-Leasing Corporation               $10,202,113

Embraer-Empresa relates that it has the option to acquire claims
in the aggregate amount above $25,000,000 as various lease
guarantees are triggered during the pendency of the Debtors'
bankruptcy cases.

In a separate filing, AAR Corp. notifies the Court of its status
as a substantial equity holder, beneficially owning 12,359,600
shares of Mesa Air Group, Inc., as of January 5, 2010.

                     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)


METALS USA: Dec. 31 Balance Sheet Upside-Down by $43.7 Million
--------------------------------------------------------------
Metals USA Holdings Corp. reported $627.8 million in total assets
and $671.5 million in total liabilities, resulting to a
stockholders' deficit of $43.7 million as of December 31, 2009.

The Company incurred a $4.4 million net loss on $245.5 million of
net sales for the three months ended December 31, 2009, with a
$7.0 million net loss on $456.4 million of net sales during the
same period in 2008.

For the 2009 fiscal year the Company's net income was $3.5 million
versus net income for fiscal 2008 of $72.6 million.

Lourenco Goncalves, the Company's Chairman, President and C.E.O.,
stated: "Last year's market conditions allowed us to demonstrate
our ability to efficiently manage our working capital needs in a
declining steel pricing environment.  In addition to inventory
reduction initiatives, we also implemented significant permanent
cost-cutting actions and made opportunistic debt repurchases at
discounted prices, thereby allowing us to pay down a meaningful
portion of our outstanding debt."  Mr. Goncalves added: "We are
pleased to have shown that our service center business model works
both when the economy is doing well as in 2008, or poorly like
last year.  We see the current business environment with rising
steel prices and longer mill lead times as positive indications
that market fundamentals are already improving in 2010."

The Company had $75.0 million drawn under its asset based loan
facility at December 31, 2009, with excess availability of
$122.9 million.  Total liquidity, defined as excess availability
plus cash, was $128.9 million at December 31, 2009.  Net debt of
$462.3 million at year end was $315.2 million lower than net debt
of $777.5 million on December 31, 2008, due primarily to a
decrease in working capital needs and debt repurchases.  Total
debt of $468.3 million at December 31, 2009, consisted of
outstanding advances under the ABL Facility in the amount of
$75.0 million, outstanding 11 1/8% Senior Secured Notes in the
amount of $226.3 million, outstanding Senior Floating Rate Toggle
Notes due 2012 ("PIK Toggle Notes") of $161.1 million, and
$5.9 million of other long term debt.  Capital expenditures for
2009 were $4.1 million.  Net cash provided by operating activities
during 2009 was $243.9 million.

The Company recognized depreciation and amortization expenses
during the fourth quarter 2009 of $4.7 million and $18.9 million
for the twelve months ended December 31, 2009.  Interest expense
for the quarter was $13.0 million, which included $3.1 million of
interest on the Company's PIK Toggle Notes that was paid entirely
in kind.  For the twelve months ended December 31, 2009 the
Company paid cash interest in the amount of $41.0 million.
Operating income, the GAAP measure that we believe is most
comparable to Adjusted EBITDA, was $5.2 million for the fourth
quarter 2009 and million for fiscal year 2009 compared to
$7.4 million and $206.4 million for the same periods,
respectively, in 2008.

A full-text copy of the company's fourth quarter results is
available for free at http://ResearchArchives.com/t/s?50aa

                         About Metals USA

Based in Houston, Texas, Metals USA Holdings Corp. --
http://www.metalsusa.com/-- provides a wide range of products and
services in the heavy carbon steel, flat-rolled steel, non-ferrous
metals, and building products markets.

At September 30, 2009, the Company's consolidated balance sheets
showed $662.5 million in total assets and $703.4 million in total
liabilities, resulting in a $40.9 million shareholders' deficit.

                           *     *     *

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

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


METROMEDIA INT'L: Court Moves Claims Bar Date to March 10
---------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware has extended until March 10, 2010, at 4:00 p.m. the
deadline for filing proofs of claim in MIG, Inc.'s Chapter 11 case
for all claims or interests in the Debtor arising prior to the
Petition Date.

The initial claims bar date was February 19, 2010.  The Debtor,
under the bar date order, will publish a notice twice in The Wall
Street Journal - Global Edition once not later than five business
days after the December 16, 2009 entry of the bar date order and a
second two weeks after the first publication.  The Debtor
published the notice of the original bar date on December 21,
2009, but failed to publish notice a second time.

The Debtor and the Official Committee of Unsecured Creditors
believe that it is in the best interests of the Debtor's estate
and creditors to extend the original bar date and to publish
additional notice.

The Court ruled that the Debtor publish a notice of the extended
bar date in The Wall Street Journal - Global Edition not later
than three business days after the entry of the order.

Based in Charlotte, North Carolina, MIG Inc. (PINK SHEETS: MTRM,
MTRMP) -- http://www.metromedia-group.com/-- through its wholly
owned subsidiaries, owns interests in several communications
businesses in the country of Georgia.  The Company's core
businesses include Magticom Ltd., a mobile telephony operator
located in Tbilisi, Georgia, Telecom Georgia, a long distance
telephony operator, and Telenet, which provides Internet access,
data communications, voice telephony and international access
services.

MIG, Inc., fka Metromedia International Group, Inc., filed for
Chapter 11 bankruptcy protection on June 18, 2009 (Bankr. D. Del.
Case No. 09-12118).  Scott D. Cousins, Esq., at Greenberg Traurig
LLP assists the Company in its restructuring efforts.  Debevoise &
Plimpton LLP is the Company's special corporate counsel, while
Potter Anderson & Corroon LLP is the Company's special litigation
counsel.  The official committee of unsecured creditors of MIG,
Inc., has retained Baker & McKenzie LLP as its bankruptcy
counsel, nunc pro tunc to June 30, 2009.

In its petition, the Company said it had US$100 million to
US$500 million in assets and US$100 million to US$500 million in
debts.  In its formal schedules, the Company said it had assets of
$54,820,681 against debts of $210,183,657.


METROPOLITAN LOFTS: Wants Bankruptcy Case Converted to Ch. 7
------------------------------------------------------------
Metropolitan Lofts, L.L.C., has asked the U.S. Bankruptcy Court
for the District of Arizona to convert its Chapter 11 bankruptcy
case to Chapter 7 liquidation.

The Debtor says that there is substantial or continuing loss or
diminution of the estate and the absence of a reasonable
likelihood of rehabilitation.

According to the Debtor, it is no longer operating as a business
and has no further assets to satisfy outstanding claims, other
than the real property at 535 W. Thomas Road, Phoenix, AZ 85013
(the Property).  The Debtor says that issues exit regarding the
priority and perfection of the liens securing the Property that
can better be resolved by a Chapter 7 Trustee so creditors are
treated equitably.

The Court has set a hearing for March 4, 2010, at 1:30 p.m. on the
Debtor's request to convert its Chapter 11 case to Chapter 7.

Phoenix, Arizona-based Metropolitan Lofts, L.L.C., filed for
Chapter 11 bankruptcy protection on December 10, 2009 (Bankr. D.
Ariz. Case No. 09-31907).  Jerry L. Cochran, Esq., at Cochran Law
Firm, PC, 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.


MIDWEST BANC: Incurs $242 Million Net Loss for 2009
---------------------------------------------------
Midwest Banc Holdings, Inc., recorded a net loss of $242.7 million
for the year ended December 31, 2009, compared with a net loss of
$158.3 million for 2008.

The Company has $3.43 billion in total assets and $3.37 billion in
total liabilities resulting to a $50.0 million stockholders'
equity, as of December 31, 2009.

"After my arrival in May 2009, we immediately began to work to
restructure and restore our capital.  We have reduced costs
aggressively, optimized our balance sheet to preserve regulatory
capital, tightened underwriting standards, built a strong loan
workout area in anticipation of growth in problem loans, and
crafted and announced a credible Capital Plan.  Our execution
philosophy has shunned denial.  Instead, we embraced full
transparency in our communications with all stakeholders and the
reality of the state of the economy, depressed real estate
valuations and their impact on our loan book," said Midwest CEO
Roberto R. Herencia.

"We have been working diligently to achieve our Capital Plan.  Its
execution requires the restructuring of a complex capital
structure in order to attract new common equity or a merger
partner in the worst capital and economic environment in 75 years.
We have been undeterred in our pursuit of the Capital Plan with
the support of our people, customers and bank regulators.  We are
up to the challenge, redoubling our efforts and proceeding
vigorously."

"On January 22, 2010, we announced the success of our exchange
offer, a critical component of our Capital Plan.  An overwhelming
82 percent of the depositary shareholders of the Series A
Preferred tendered their shares.  This successful exchange will
now facilitate the execution of the remaining building blocks of
the plan: the conversion of the U.S. Treasury's TARP preferred
equity investment into common equity, the restructure of
subordinated and senior debt with our primary lender, and final
discussions with potential equity investors and merger partners."

"I am proud to be part of this 50 year old community bank.  Our
energy is aimed at completing the remaining elements of our
Capital Plan.  Our vision is to build a new foundation for Midwest
that will support long term growth and profitability.  We serve a
large and diverse group of communities that require our help, now
more than ever," said Mr. Herencia.  "Supporting our communities,
its residents and businesses, is top of mind for Midwest Bank.  We
are helping by being responsible lenders, supporting customers who
are able to grow and create jobs and working with our troubled
borrowers who need assistance in order to get ahead.  Post Capital
Plan, we envision being a more vibrant and willing lender in
support of our communities and their efforts to create jobs."

"In connection with the execution of the Capital Plan and with the
assistance of independent outside parties, management has
performed cumulative loan loss studies under various methodologies
and assumptions, including highly stressed scenarios, in order to
determine our capital needs.  We have also found these studies to
be quite useful in assessing trends, managing, and planning for
problem loans.  We continue to closely monitor our loan portfolio
and aggressively take action to resolve issues as they arise,"
said Mr. Herencia.

A full-text copy of the company's financial result is available
for free at http://ResearchArchives.com/t/s?50ab

                   About Midwest Banc Holdings

Based in Melrose Park, Illinois, Midwest Banc Holdings, Inc.
(NASDAQ:MBHI) is a half century old community bank with
$3.5 billion in assets at September 30, 2009.  The Company has two
principal operating subsidiaries: Midwest Bank and Trust Company
and Midwest Financial and Investment Services, Inc.  Midwest Bank
has 26 locations serving the diverse needs of both urban and
suburban Chicagoland businesses and consumers through its
Commercial Banking, Wealth Management, Corporate Trust and Retail
Banking areas.


MILWAUKEE FORGE: Files for Protection Under Chapter 128
-------------------------------------------------------
According to Business Journal at Milwaukee, Milwaukee Forge sought
protection from its creditors under Chapter 128 in Milwaukee
County Circuit Court in an attempt to position the Company to be
sold.  Chapter 128 is similar to Chapter 11 of the federal
bankruptcy law but is a more efficient and streamlined process.

The company named Michael Polsky as receiver.  The Company's
lender agreed to the process and will fund the Company's
operations, report says.

Milwaukee Forge provides forging and heat-treating services for
the agriculture, off-highway, construction and mining industries.


MISSISSIPPI RIVER: Files for Chapter 11 in Ohio
-----------------------------------------------
Mississippi River Corp. filed a Chapter 11 petition on Feb. 16 in
Columbus, Ohio (Bankr. S.D. Ohio Case No. 10-51480).

According to Bill Rochelle at Bloomberg News, the Company is
seeking to sell the business to three insiders for $8.1 million,
mostly represented by the assumption of secured debt on revised
terms.

Mississippi River, doing business as North American Paper Company,
is a producer of de-inked recycled pulp from Worthington, Ohio.
Court papers say assets are on the books for $13.7 million with
debt listed at $19.5 million.  Revenue last year was $37.5
million.

According to Kevin Cooper at The Natchez Democrat, the Company
cited continue downturns in the pulp and paper industry prompted
the bankruptcy filing.

The Associated Press reports that the Company estimates being able
to repay its creditors and will emerge stronger and healthier.

The Company owes $505,000 to Waste Management of Germantown,
Wisconsin.

Mississippi River operates a recycled-pulp facility with 60
employees.

Richard K Stovall, Esq., represents the Debtor in its Chapter 11
effort.


MISSISSIPPI RIVER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Mississippi River Corporation
          dba MRC
          dba NAPCO
          dba North American Paper Company
        150 East Wilson Bridge Road, Suite 250
        Columbus, OH 43085

Bankruptcy Case No.: 10-51480

Chapter 11 Petition Date: February 16, 2010

Court: United States Bankruptcy Court
       Southern District of Ohio (Columbus)

Judge: John E. Hoffman Jr.

Debtor's Counsel: Richard K. Stovall, Esq.
                  17 South High Street, Suite 1220
                  Columbus, OH 43215
                  Tel: (614) 221-8500
                  Fax: (614) 221-5988
                  Email: stovall@aksnlaw.com

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

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

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

            http://bankrupt.com/misc/ohsb10-51480.pdf

The petition was signed by Ronald A. Lisko, executive vice
president of the Company.


MOODY NATIONAL: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Moody National RI Atlanta H, LLC, filed with the U.S. Bankruptcy
Court for the Southern District of Texas its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $16,700,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,057,576
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                              $272
                                 -----------      -----------
        TOTAL                    $16,700,000      $11,057,848

Houston, Texas-based Moody National RI Atlanta H, LLC, filed for
Chapter 11 bankruptcy protection on January 29, 2010 (Bankr. S.D.
Tex. Case No. 10-30752).  Henry J. Kaim, Esq., at King & Spalding
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 in its petition.


MOVIE GALLERY: Proposes Process for Closing Stores
--------------------------------------------------
Before the Petition Date, Movie Gallery Inc. and its units
conducted an extensive review of their store portfolio with the
objective of identifying and closing unprofitable store locations.
The Debtors have identified certain stores where closing sales
have already been commenced or will commence shortly after the
Petition Date.

A list of those stores is available for free at:

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

The Debtors will continue to evaluate stores and will make
decisions on whether to close other stores on a continuing basis
throughout their Chapter 11 cases, relates Michael A. Condyles,
Esq., at Kutak Rock LLP, in Richmond, Virginia.

Historically, the Debtors have closed underperfom1ing or
unprofitable store locations in the ordinary course of business.
With over 2600 store locations, opening and closing stores is a
routine, ordinary course activity for the Debtors.  However, out
of an abundance of caution, the Debtors sought and obtained the
Court's authority to conduct, in their sole discretion, store
closing sales to effectuate the liquidation of inventory,
fixtures and equipment at the Immediate Store Closing Locations
and at other store locations that may be closed.

"[I]t is crucial to the Debtors' efforts to successfully
reorganize that the Store Closing Sales at the Immediate Store
Closing Locations commence as quickly as possible and proceed
thereafter without interruption so that the Debtors can timely
receive the proceeds of those liquidation sales, which will
likely be a crucial element of any plan of reorganization for the
Debtors," Chief Restructuring Officer of Movie Gallery, Inc.
Steve Moore said in an affidavit.

The Debtors also sought and obtained the Court's approval of
store closing procedures, which are designed to streamline the
store closing process and maximize the value of the estates.

In following the Store Closing Procedures, the Debtors will
comply with public health and safety laws, criminal, tax, labor,
employment, environmental, antitrust, fair competition, traffic,
and consumer protection laws, including consumer laws regulating
deceptive practices and false advertising, assures Mr. Condyles.

The Procedures provide, among other things, that:

  * The Store Closing Sales will be conducted during normal
    business hours or other hours as otherwise permitted by the
    lease.

  * The Store Closing Sales will be conducted in accordance with
    applicable state and local "Blue Laws," and thus, where
    applicable, no Store Closing Sales will be conducted on
    Sunday unless the Debtors had been operating the stores on
    Sundays prior to the Petition Date.

  * The Debtors will leave each store subject to Store Closing
    Sales in "broom clean" condition, and the Debtors are
    authorized to abandon on site all unsold de minimis
    Property.

According to Mr. Condyles, in order for the Debtors' planned
store shut-downs to work effectively, the Debtors must be able to
offer incentives to employees to remain with the Debtors to
facilitate those shut-downs.

Thus, at the Debtors' behest, the Court authorized the Debtors to
pay limited liquidation and closure performance bonuses to
certain employees, to ensure that employees, many of whom may be
faced with increased responsibility, will continue to fulfill
their employment obligations prior to, and throughout, the store
closing process.

However, the Liquidation and Closure Performance Bonuses will not
exceed $0.50 per hour worked per storelevel employee for the
duration of the Store Closing Sales or $2,400 per store manager
for the duration of the Store Closing Sales.  In addition, no
Liquidation and Closure Performance Bonuses will be paid to an
"insider" of the Debtors within the meaning of Section 503(c) of
the Bankruptcy Code.

The Court further authorized the Debtors, in their sole
discretion, to conduct any subsequent Store Closing Sales
regarding any other stores not identified on the List and to shut
down other stores without further notice.

"[L]andlords at or lessors of the Debtors' store locations are
hereby enjoined from interfering with or restricting in any way
the Debtors' ability to conduct Store Closing Sales or to close
any stores in a manner consistent with this Order.  Any
provisions in any lease which purport to limit, condition, impair
or prohibit the Store Closing Sales shall not be enforceable, nor
shall any breach of such provisions constitute a default under
such lease or provide a basis to terminate the lease," Judge
Douglas Tice Jr., ruled.

All property sold will be sold free and clear of any and all
interests, including, without limitation, mortgages, security
interests, liens, judgments, encumbrances and "claims" as defined
in Section 105 of the Bankruptcy Code, with the Liens, if any,
attaching to the proceeds.

Judge Tice, however, noted that the entry of the Order is
conditional.  Any party-in-interest may object to the entry of
the Order within 10 days after the date of entry of the Order.
If an Objection is timely filed and not withdrawn before the
hearing, the Objection will he heard at the next regularly-
scheduled omnibus hearing date.

"At the hearing, the Court may vacate this Order with respect to
such Objection, modify it or make it final.  If no timely
Objection is filed (or is filed and subsequently withdrawn), this
Order shall become final at the conclusion of such objection
period without further order of the Court," Judge Tice said.

                       Parties Object

Several parties filed objections to the Debtors' Request:

  1. Chesapeake Square Associates, LLC and Princeton (East
     River) WMS, LLC, joined by Surrey Plaza Associates, LLC;
     Tri-County Associates, LLC and Bluefield (Ridgeview) WMS,
     LLC

  2. Developers Diversified Realty Corporation, Weingarten
     Realty Investors, and Regency Centers, LP

  3. Safeway Inc. joined by Allen's Inc.

  4. JHN Investment Properties, LLC, Realty Income Corporation,
     Realty Income Texas Properties I, LLC, and Eastland
     Shopping Center, LLC

  5. Glimcher Properties Limited Partnership

  6. Fred Meyer Stores, Inc.

  7. F.I. Mentor Commons, Ltd.

Chesapeake, et al. asserts that the Debtors should not be
permitted to utilize leased premises to conduct store closing
sales for the benefit of their estates while not paying rent for
the premises from and after the Petition Date.  Chesapeake, et
al. notes that the Debtors have not paid postpetition rent for
February 2 to 28, 2010, and should be required to immediately pay
these amounts: Chesapeake = $3,999.41, and Princeton $5,726.41.

Diversified, et al. agrees with Chesapeake arguing that the
Debtors are seeking to avoid their obligations under the terms of
applicable leases, including the payment of postpetition rent.
Diversified, et al., hence, filed a cross-motion asking the Court
to enter an order compelling the Debtors to pay Stub Rent and
all other postpetition rent on a timely basis.

Safeway, for its part, argues that the Order is unfairly skewed
toward the Debtors' interests and against those of Safeway as
landlord and the other tenants.  Safeway argues that the Court is
obligated to balance the interests of and harms to be suffered by
landlords and their other tenants with the interests of the
debtor when approving the time and manner of going out of
business sales procedures sought by debtors occupying retail
space in shopping centers.

Similarly, JHN, insists that the Court should balance the
Debtor's obligation to maximize value to the estate and the
Landlords' need to preserve the image of quality and prosperity
at their centers.

Glimcher argues that since the Debtors have requested that the
Court authorize the Debtors, in their sole discretion, to
potentially conduct a Store Closing Sale at the Debtors' Store,
notwithstanding the clear and express bargained for provisions of
the Lease, which precludes a Store Closing Sale, the Court should
either vacate or modify the Order to preclude the Debtors from
conducting any Store Closing Sale at the Store or, in the
alternative, modify the Order to expressly restrict the Debtors'
activity so as to minimize any harm to Glimcher and its tenants.

Fred Meyer informs the Court that it desires to maintain the
appearance and quality of its shopping centers for the
commercial protection of itself and its other tenants and,
therefore, requests that reasonable restrictions be placed upon
any store closing sales at any FMS locations, consistent with
similar restrictions imposed upon sales in other bankruptcy
cases.

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc. is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.


MOVIE GALLERY: Assumes Consulting Pact with Gordon Brothers
-----------------------------------------------------------
As a result of Movie Gallery Inc.'s extensive prepetition review
process of their stores' performances, the Debtors have identified
numerous stores as underperforming or unprofitable and determined
that those stores should be closed as part of overall
restructuring.

In connection with the Debtors' planned closing of certain retail
store locations, the Debtors further determined that prior to
those closings, the liquidation of certain inventory, fixtures
and equipment in a commercially reasonable fashion would provide
the Debtors with the best opportunity to maximize the value of
the Merchandise located within the Stores.

After an extensive review and evaluation process conducted prior
to the Petition Date, the Debtors entered into a Store Closing
Consulting Agreement dated January 26, 2010, with Gordon Brothers
Retail Partners, LLC.

In light of these, the Debtors sought and obtained, effective
February 3, 2010, the approval Judge Douglas O. Tice Jr., of the
United States Bankruptcy Court for the Eastern District of
Virginia, Richmond Division, to assume the Consulting Agreement
with Gordon Brothers.

Peter J. Barrett, Esq., at Kutak Rock LLP in Richmond, Virginia,
told Judge Tice that after a review of the qualifications and
experience of Gordon Brothers, the Debtors have determined that
Gordon Brothers is highly qualified to assist the Debtors in
maximizing value in connection with Store Closing Sales.

Mr. Barrett clarified, however, that Gordon Brothers is not being
employed pursuant to Section 327 of the Bankruptcy Code because
it may not be considered as a "disinterested" person due to the
prepetition engagement of Gordon Brothers and its status as a
creditor of the Debtors.  Furthermore, the Court's approval to
Gordon Brothers' employment would imply that Gordon Brothers will
not be required to submit fee applications to the Court in
accordance with the terms of the Bankruptcy Code, Mr. Barrett
asserted.

Upon the Debtors' assumption of the Consulting Agreement, Gordon
Brothers will provide the Debtors with these services:

(a) Recommend appropriate point-of-purchase, point-of-sale,
     presentation and external and internal advertising and
     signage necessary to effectively sell all of the
     merchandise in accordance with a "store closing" or other
     mutually agreeable theme;

(b) Provide qualified supervisors with respect to the stores,
     to oversee the conduct of the Store Closing Sales and to
     oversee the process in the Stores;

(c) Maintain focused and constant communication with store-
     level employees and managers to keep them abreast of
     strategy and timing and to properly effect store-level
     communication by Debtors' employees to customers and others
     about the Store Closing Sales;

(d) Establish and provide oversight of accounting functions for
     Store Closing Sales, including evaluation of sales of all
     merchandise by category, sales reporting and expense
     monitoring;

(e) Coordinate with the Debtors so that the operation of the
     Store Closing Sales is being properly maintained including
     ongoing customer service and housekeeping activities;

(f) Recommend appropriate staffing levels for the stores and
     appropriate bonus or incentive programs for employees;

(g) Provide recommendations for loss prevention initiatives;
     and

(h) Advise the Debtors with respect to any legal requirements
     of affecting the Store Closing Sale as a "store closing" or
     other mutually agreed upon theme in compliance with
     applicable state and local "going out of business" laws to
     the extent necessary.

For its services, the Debtors propose to pay Gordon Brothers:

1. Incentive Fee

Gordon Brothers' incentive fee is calculated as a percentage
of the gross proceeds received from gross proceeds of the
Sales.  Gross Proceeds refer to all amounts collected during
the Sales less only sales tax.  This incentive fee is payable as
earned.  To the extent Gordon Brothers fails to meet certain
hurdles, the Debtors will be entitled to receive a Low Recovery
Payment" from Gordon Brothers.

The Incentive Fee and Low Recovery Payment will be calculated in
this manner:

Gross Proceeds
Performance
Hurdles                  Incentive Fee/Low Recovery Payment
--------------           ----------------------------------
Below $105,000,000       Gordon Brothers will make a Low
                          Recovery Payment to Merchant in the
                          amount of $100,000

$105,000,000 to          Gordon Brothers will make a Low
$109,999,999             Recovery Payment to Merchant in the
                          amount of $50,000

$108,000,000 to          No Incentive Fee/No Low Recovery
$109,999,999             Payment

$110,000,000             The Debtors will pay Gordon Brothers
and above                in an amount equal to 2.5% of the
                          amount by which Gross Proceeds exceeds
                          $110,000,000.

2. Expenses

The Debtors will be responsible for the payment of all expenses
incident to the conduct of the Sales and the operation of the
Stores during the Store Closing Sales, except any controlled
expenses which exceed the budgeted amounts.

The parties will agree upon a reasonable estimate for the
Controlled Expenses for the upcoming week, and the Debtors will
advance Gordon Brothers for a reasonably agreed upon estimated
expenses, which will be subject to subsequent reconciliation the
following week to reflect actual expenditures.  This "Rolling
Advance" process will be effected on a "rolling" basis throughout
the Sale Term.

3. Fixtures and Equipment

Gordon Brothers will sell furniture, fixtures and equipment for a
commission of 20% of the proceeds from the sale of those assets,
net only of sales taxes.

The Debtors believe that the assumption of the Consulting
Agreement will aid in the Debtors' efforts to maximize the value
of the Debtors' Merchandise, Mr. Barrett related.  Any delay in
assuming the Consulting Agreement would delay Store Closing
Sales, causing the Debtors to waste valuable resources on already
unprofitable stores, he said.

Michael D. Chartock, managing director of Gordon Brothers,
informs the Court that Gordon Brothers or any of its principals,
consultants or employees are not creditors, equity security
holders or insiders of the Debtors.

A full-text copy of the Store Closing Consultancy Agreement is
available for free at http://bankrupt.com/misc/MG_scca.pdf

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc. is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.


MOVIE GALLERY: Rejecting 68 Contracts & 833 Leases
--------------------------------------------------
Michael A. Condyles, Esq., at Kutak Rock LLP in Richmond,
Virginia, informed Judge Douglas O. Tice Jr. of the United States
Bankruptcy Court for the Eastern District of Delaware that the
Debtors have identified a significant number of underperforming
stores which the Debtors have determined should be shut down.
To complete the process of shedding underperforming stores, the
Debtors sought and obtained the Court's authority, effective as
of February 3, 2010, to:

(a) reject 833 non-residential real property leases to which
     the Debtors are party and which are associated with each
     store that will be shut down;

(b) reject 68 executory contracts that do not provide any
     benefit to the Debtors.

Furthermore, the Debtors sought and obtained the Court's approval
of streamlined procedures for the rejection of those contracts
and leases which the Debtors decide to reject during the pendency
of the Debtors' Chapter 11 Cases.

The procedures are:

(1) The Debtors will file a written notice to reject any lease
     or contract and will serve the Rejection Notice together
     with the Order by overnight delivery upon:

       (a) each counterparty to each designated lease or
           contract sought to be rejected by the Rejection
           Notice;

       (b) other interested parties to each Designated Lease or
           Contract; and

       (c) the Core Group which is composed of:

           (i) the Office of the United States Trustee
               for the Eastern District of Virginia;

          (ii) Sonnenschein Nath & Rosenthal LLP,
               Counsel for the Debtors,
               1221 Avenue of the Americas
               New York, NY 10020-1089 and

         (iii) Bankruptcy counsel for each committee
               appointed pursuant to Section 1102 of the
               Bankruptcy Code.

(2) The Rejection Notice will set forth these information as
     applicable:

     (a) a description of the deadlines and procedures for
         filing objections to the Rejection Notice;

     (b) the name and address of each counterparty or other
         party-in-interest to each Designated Lease Contract;

     (c) the effective date of the rejection of each Designated
         Lease of Contract;

     (d) a description of each Designated Lease or Contract,
         including street address, mall name or center name of
         any real property that is the subject of a Designated
         Lease or Contract; and

     (e) if the Debtors intend to abandon any property remaining
         in any leased premises, that the property is abandoned
         if not removed by the effective date of the rejection
         of the applicable lease, including the property in
         which a third party has an interest.

(3) If a party wishes to object to the rejection of any
     Designated Leave or Contract, those objections must be
     filed with the Court and received by the Core Group, which
     will be listed in the Rejection Notice, no later than 10
     days after the date of service of the Rejection Notice.

(4) If no party files an objection within 10 days after the
     date the Debtors file and serve a Rejection Notice, the
     Debtors will file a certificate of no objection and a
     proposed order.

(5) If an objection to the rejection of any Designated Lease or
     Contract is timely filed and not withdrawn or resolved, the
     Debtors will file a notice for a hearing to consider the
     objection for the Designated Lease or Contract to which the
     objection relates.

(6) If the Debtors have deposited property with the
     counterparty to a Designated Lease or Contract as a
     security deposit or other arrangement, that counterparty
     may not set off or otherwise use that deposit without prior
     authority of the Court.

(7) Each counterparty to Designated Lease or Contract that has
     been rejected will file any claim arising from the
     rejection by the later of: (1)the deadline established in
     the Chapter 11 cases for the filing of claims by all
     creditors; (ii) March 5, 2010, or (iii) 30 days after the
     effective date of the rejection.

The rejection procedures will streamline the necessary process of
rejecting Designated Leases and Contracts that do not provide a
benefit to the Debtors' estates and will minimize unnecessary
postpetition obligations, Mr. Condyles stressed.

A list of the rejected contracts and leases is available for free
at http://bankrupt.com/misc/MG_rej_contracts_feb3.pdf

In his Order, Judge Tice ruled that the Debtors are deemed to
have abandoned any furniture, fixtures, equipment, inventory and
other personal property located at any of the real property whose
leases are deemed Rejected Lease as of February 3, 2010, or upon
a date as rejection is deemed effective.  The Debtors will not
have any administrative expense liability to any of their
landlords for rental charges or occupancy of the leased premises
after the effective date of the rejection of the Rejected Leases.

Furthermore, the landlords may, in their sole discretion and
without further notice, dispose of the Abandoned Property without
liability to the Debtors or any non-Debtor third party claiming
any interest in that Abandoned Property and, to the extent
applicable, the automatic stay is modified to allow disposition,
Judge Tice ruled.

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc. is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.


MOVIE GALLERY: Wants Corliss Moore as CRO
-----------------------------------------
Movie Gallery Inc. and its units hired Corliss, Moore &
Associates, LLC to act as their chief restructuring officers and
to provide restructuring services pursuant to an engagement letter
dated December 28, 2009, which was amended by an Amendment to
Engagement dated January 21, 2010.

Since their engagement, the CMA professionals have provided
invaluable assistance in analyzing the Debtors' overall
operations and financial condition and coordinating the Debtors'
preparation for their Chapter 11 filings.  The Debtors strongly
believe that CMA's services are essential to their restructuring
efforts.

In light of these, the Debtors sought and obtained the Court's
authority to continue the employment of CMA as their Chief
Restructuring Officers in accordance with the terms set forth in
an engagement letter.

Peter J. Barrett, Esq., at KutakRock LLP, In Richmond, Virginia
told the Court that the Debtors intend to continue the services
of CMA because of CMA's extensive experience in providing
restructuring consulting services in reorganization proceedings
and excellent reputation for the services it has rendered.  The
Debtors believe that CMA is well qualified and able to assist the
Debtors in a cost effective, efficient and timely manner.

Under the Engagement Letter, CMA professionals have assumed and
augmented certain of the Debtors' management positions, Mr.
Barrett related.  Further, he told the Court that CMA, in their
capacity as Chief Restructuring Officers, report to the board of
directors of Movie Gallery, Inc. and are directly responsible for
the Debtors' business reorganization efforts and restructuring
efforts and initiatives.

As Chief Restructuring Officers, CMA professionals have devoted
substantial amounts of time and effort in managing the operation
of the Debtors' business on a day-to-day basis, including
providing oversight and direction to the Debtors' senior
management team.  Additionally, CMA has been evaluating,
assessing and reporting on the status of the business on a
financial, operational and strategic basis.  Based on these
prepetition activities, the CMA professionals have become
thoroughly familiar with the Debtors' operations and are fully
integrated with the Debtors' senior management team, Mr. Barrett
pointed out.

As members of the Debtors' senior management team, CMA
professionals have provided, and will continue to provide the
restructuring services that CMA and the Debtors deem appropriate,
necessary and feasible in connection with all restructuring
efforts.

Furthermore, CMA will carry out unique functions and will use
reasonable efforts to coordinate its services with the Debtors
and with the Debtors' other advisors to avoid unnecessary
duplication of services provided by the Debtors' senior
management or by the other professionals that the Debtors seek to
employ in the Chapter 11 cases, Mr. Barrett clarified.

The Debtors propose that for its services, CMA will receive
$150,000 for the initial term which commenced on December 28,
2009, and ended on January 10, 2010; and a flat fee of $125,000
for each 30-day term thereafter.  CMA has also received a
retainer of $125,000, Mr. Barrett said.

Additionally, CMA will also be reimbursed for their reasonable
out-of-pocket expenses upon presentation of receipts.

According to Mr. Barrett, CMA is not being employed pursuant to
Section 327 of the Bankruptcy Code because it may not be
considered a "disinterested" person due to the prepetition
engagement of certain CMA professionals as officers of the
Debtors.  Thus, CMA would not be required to submit fee
applications to the Court in accordance with the terms of the
Bankruptcy Code.

Moreover, the Debtors agreed to indemnify CMA to the same extent
as the Debtors' other directors and officers.

To maintain transparency, CMA will (a)submit monthly invoices to
the Debtors, (b) file with the Court a monthly report with the
names and function of the CMA personnel performing the services
for the Debtors  during the previous month and submit the report
to the Office of the U.S. Trustee and (c) file quarterly reports
of compensation paid and serve quarterly reports in substantial
conformity with the service procedures for interim fee
application of professionals retained by the Debtors pursuant to
Section 327 of the Bankruptcy Code.

Steve Moore, a partner with CMA, assures the Court that CMA does
not hold interest adverse to the Debtors' estates.

A full-text copy of the CMA Engagement Letter is available for
free at http://bankrupt.com/misc/MG_CMAengmntltr.pdf

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc. is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.


NATURAL PRODUCTS: Court Establishes April 29 as Claims Bar Date
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
established April 29, 2010, at 4:00 p.m. (prevailing Eastern Time)
as the deadline for any individual or entity to file profs of
claim against Natural Products Group LLC.

Governmental units have until July 26, 2010, at 4:00 p.m. (ET) to
file proofs of claim against the Debtor.

Proofs of claim must be filed with the Debtor's claims agent in
this address:

     Natural Products Group LLC
     c/o AlixPartners, LLP
     2101 Cedar Springs Road, Suite 1100
     Dallas, TX 75201

Wilmington, Delaware-based Natural Products Group, LLC, filed for
Chapter 11 bankruptcy protection on January 27, 2010 (Bankr. D.
Del. Case No. 10-10239).  Eric Michael Sutty, Esq.; Jeffrey M.
Schlerf, Esq.; and John H. Strock, III, Esq., at Fox Rothschild
LLP, assist the Company in its restructuring effort.  The Company
listed $100,000,001 to $500,000,000 in assets and $500,000,001 to
$1,000,000,000 in liabilities in its petition.

The Company's affiliates -- Arbonne Intermerdiate Holdco, Inc.;
Levlad Intermediate Holdco, Inc.; Arbonne International, LLC;
Levlad, LLC; Arbonne Institute of Research and Development, LLC;
Arbonne International Holdings, Inc.; and Arbonne International
Distribution, Inc. -- filed separate Chapter 11 bankruptcy
petitions.


NATURAL PRODUCTS: DIP Financing, Cash Collateral Gets Final OK
--------------------------------------------------------------
Natural Products Group, LLC, et al., obtained final authorization
from the U.S. Bankruptcy Court for the District of Delaware to
obtain postpetition secured financing from a syndicate of lenders
led by Canadian Imperial Bank of Commerce as administrative agent,
and to use cash collateral.

The DIP lenders agreed to provide up to $10 million upon interim
approval of the DIP financing, including a $250,000 letter of
credit facility, with an additional $10 million available upon
final approval of the loans.

The Debtors' obligations under the DIP facility are secured by all
property of guarantors Arbonne HoldCo and Levlad HOldCo, the
borrowers and their subsidiaries, upon which a lien is purported
to be created by any security document or any financing order.

Wilmington, Delaware-based Natural Products Group, LLC, filed for
Chapter 11 bankruptcy protection on January 27, 2010 (Bankr. D.
Delaware Case No. 10-10239).  Eric Michael Sutty, Esq.; Jeffrey M.
Schlerf, Esq.; and John H. Strock, III, Esq., at Fox Rothschild
LLP, assist the Company in its restructuring effort.  The Company
listed $100,000,001 to $500,000,000 in assets and $500,000,001 to
$1,000,000,000 in liabilities.

The Company's affiliates -- Arbonne Intermerdiate Holdco, Inc.;
Levlad Intermediate Holdco, Inc.; Arbonne International, LLC;
Levlad, LLC; Arbonne Institute of Research and Development, LLC;
Arbonne International Holdings, Inc.; and Arbonne International
Distribution, Inc. -- filed separate Chapter 11 bankruptcy
petitions.


NATURAL PRODUCTS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Natural Products Group, LLC, 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                  $100
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                        $0
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $301,266
                                 -----------      -----------
        TOTAL                           $100         $301,266

Wilmington, Delaware-based Natural Products Group, LLC, filed for
Chapter 11 bankruptcy protection on January 27, 2010 (Bankr. D.
Delaware Case No. 10-10239).  Eric Michael Sutty, Esq.; Jeffrey M.
Schlerf, Esq.; and John H. Strock, III, Esq., at Fox Rothschild
LLP, assist the Company in its restructuring effort.  The Company
listed $100,000,001 to $500,000,000 in assets and $500,000,001 to
$1,000,000,000 in liabilities.

The Company's affiliates -- Arbonne Intermerdiate Holdco, Inc.;
Levlad Intermediate Holdco, Inc.; Arbonne International, LLC;
Levlad, LLC; Arbonne Institute of Research and Development, LLC;
Arbonne International Holdings, Inc.; and Arbonne International
Distribution, Inc. -- filed separate Chapter 11 bankruptcy
petitions.


NATURAL PRODUCTS: Trustee Objects Blackstone Conflict of Interest
-----------------------------------------------------------------
Law360 reports that the U.S. trustee overseeing Natural Products
Group LLC's Chapter 11 proceedings has objected to its proposal to
hire Blackstone Advisory Partners LP as a financial adviser
because of Blackstone's refusal to disclose its investors'
connections to the estate.

Wilmington, Delaware-based Natural Products Group, LLC, filed for
Chapter 11 bankruptcy protection on January 27, 2010 (Bankr. D.
Delaware Case No. 10-10239).  Eric Michael Sutty, Esq.; Jeffrey M.
Schlerf, Esq.; and John H. Strock, III, Esq., at Fox Rothschild
LLP, assist the Company in its restructuring effort.  The Company
listed $100,000,001 to $500,000,000 in assets and $500,000,001 to
$1,000,000,000 in liabilities.

The Company's affiliates -- Arbonne Intermerdiate Holdco, Inc.;
Levlad Intermediate Holdco, Inc.; Arbonne International, LLC;
Levlad, LLC; Arbonne Institute of Research and Development, LLC;
Arbonne International Holdings, Inc.; and Arbonne International
Distribution, Inc. -- filed separate Chapter 11 bankruptcy
petitions.


NEWMARKET CORPORATION: Moody's Raises Corp. Family Rating to 'Ba1'
------------------------------------------------------------------
Moody's Investors Service upgraded NewMarket Corporation's
Corporate Family Rating and Probability of Default Rating to Ba1
(from Ba2) and the rating on its $150 million senior unsecured
notes due 2016 to Ba2 (from Ba3).  The rating upgrade reflects
improvement in the company's financial metrics despite the
economic slowdown, a decline in leverage and expectations for
continued robust operating results.  The rating outlook was moved
to stable.

This summarizes the ratings activity:

Ratings upgraded:

NewMarket Corporation

* Corporate family rating -- Ba1 from Ba2

* Probability of default rating -- Ba1 from Ba2

* $150mm guaranteed senior unsecured notes due 2016 -- Ba2 (LGD5,
  75%) from Ba3 (LGD4, 65%)

* Outlook: Stable

The rating upgrade is supported by NewMarket's strong cash flow
generation, improvements in gross margins and EBITDA margins and
modest leverage for the rating category.  Operating performance in
2009 improved despite lower volumes and difficult economic
conditions as sharply lower raw material and energy costs offset
these headwinds.  The company's leverage has declined as a result
of an increase in EBITDA generated and despite debt taken on to
finance the Foundry Park I real estate venture.  Additionally,
liquidity has been enhanced by lower working capital requirements
(as compared to mid-2008) and the refinancing of the Foundry Park
I construction loan that was due in August 2010 with a five year
loan such that the company has no long-term debt maturities over
the next twelve months.  (The revolving credit facility matures in
December 2011.)

NewMarket completed the Foundry Park I office building
construction in 2009 and its corporate tenant (MeadWestvaco) began
paying rent in January 2010 under a 13.5 year lease, thereby
reducing NewMarket's risk associated with the project.  NewMarket
repaid the outstanding balance under the construction loan
($99.1 million as of December 31, 2009) with the proceeds of its
recently issued $68.4 million five year term loan and existing
cash balances.  The rental stream from the Foundry Park I office
building is projected to meet the principal and interest debt
service requirements under the new amortizing loan.

The Ba1 CFR also reflects expectations that in 2010, NewMarket
will continue to enjoy greater stability of its end markets,
modest volume growth, more stable oil prices, single-digit
percentage raw material cost increases, higher margins (as
compared to 2008 levels) by maintaining its ability to raise
prices to pass through raw materials cost increases and positive
free cash flow.  The rating is supported by NewMarket's good
liquidity profile and incorporates the flexibility for the company
to make modest debt-financed acquisitions so long as there is a
commensurate increase in EBITDA.  The good liquidity is supported
by elevated cash balances ($152 as of December 31, 2009), an
undrawn $150 million revolving credit facility ($146 million
available after accounting for $4 million of letters of credit)
and expectations for positive free cash flow in 2010.  Further
upward rating movements to an investment grade rating could be
limited by the company size, narrow product line, lack of vertical
integration and participation in a highly competitive industry
consisting of large competitors with superior financial resources.

Moody's last rating action for NewMarket was on August 11, 2009,
when Moody's changed the rating outlook to positive from stable
and affirmed NewMarket's CFR at Ba2 as well as the rating on its
senior notes at Ba3, after continued improvement in operating
performance and credit metrics.

NewMarket, through its Afton subsidiary, develops, manufactures
and markets petroleum additives.  Petroleum additives include:
lubricant additives used in engine oils, transmission fluids, gear
oils, hydraulic oils and turbine oils to enhance wear protection
and prevent deposits; and fuel additives that improve the
performance of fuels.  NewMarket had revenues of $1.5 billion for
the year ended December 31, 2009.


NIELSEN CLASSIC: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Nielsen Classic & Contemporary Furniture, Inc.
          dba dkVogue
        c/o Kim Nielsen dkVogue
        19528 Ventura Blvd., #318
        Tarzana, CA 91356

Bankruptcy Case No.: 10-03605

Chapter 11 Petition Date: February 19, 2010

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

Debtor's Counsel: Richard J. McIntyre, Esq.
                  McIntyre, Panzarella, Thanasides & Eleff
                  6943 East Fowler Avenue
                  Temple Terrace, FL 33617
                  Tel: (813) 899-6059
                  Fax: (813) 899-6069
                  Email: rich@mcintyrefirm.com

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

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

According to the schedules, the Company has assets of $2,213,876,
and total debts of $790,515.

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

            http://bankrupt.com/misc/flmb10-03605.pdf

The petition was signed by Kim T. Nielsen, president and CEO of
the Company.


NORTHERN OUTER BANKS: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: The Northern Outer Banks Associates, LLC
          aka North Outer Banks Associates, LLC
        P.O. Box 4331
        Middletown, RI 02842

Bankruptcy Case No.: 10-01292

Chapter 11 Petition Date: February 19, 2010

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

Judge: Randy D. Doub

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

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

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

According to the schedules, the Company has assets of $3,786,230,
and total debts of $2,702,315.

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

            http://bankrupt.com/misc/nceb10-01292.pdf

The petition was signed by Bruce Pollak, member and manager of the
Company.


NUANCE COMMUNICATIONS: S&P Affirms 'B+' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on Burlington, Massachusetts-based Nuance Communications
Inc. to positive from stable.  At the same time, S&P affirmed its
'B+' corporate credit rating on the company.

S&P also affirmed the 'B+' rating on the company's first-lien
credit facilities, with a recovery rating of '3', reflecting its
expectation for meaningful (50%-70%) recovery in the event of a
payment default, and the 'B-' rating on the company's $250 million
convertible debentures, with a recovery rating of '6', reflecting
the expectation of negligible recovery (0%-10%) in the event of a
payment default.

"The outlook revision reflects improvements in leverage and S&P's
expectation that Nuance will continue to integrate acquisitions
effectively," said Standard & Poor's credit analyst Jennifer
Pepper.  The rating on Nuance reflects the company's rapid growth,
highly acquisitive profile, and moderately high debt leverage.
These factors are offset partially by a leading presence in the
market for speech recognition products, a significant level of
recurring revenues, and a diverse customer base.


ORLEANS HOMEBUILDERS: Delays Filing of Q2 Ended December 31
-----------------------------------------------------------
Orleans Homebuilders, Inc., says its quarterly report for the
period ending December 31, 2009, could not be filed without
unreasonable effort or expense.

The Company has also not filed its reports for the fiscal year
ended June 30, 2009, and for the quarterly period ended
September 30, 2009.

As of March 31, 2009, the Company's consolidated balance sheets
showed total assets of $591,463, total liabilities of $560,127,
and total stockholders' equity of $31,336.

                    About Orleans Homebuilders

Based in Bensalem, Pa., Orleans Homebuilders, Inc. (Amex: OHB)
-- http://www.orleanshomes.com/-- develops, builds and markets
single-family homes, townhouses and condominiums.  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.  The Company's Charlotte, North Carolina
operations also include adjacent counties in South Carolina.

                          *     *     *

As reported in the Troubled Company Reporter on February 22, 2010,
the Company is now in default under the Second Amended and
Restated Revolving Credit Loan Agreement dated September 30, 2008.

On February 17, 2010, the Company received a notice of default
from Wachovia Bank, National Association, Wachovia Bank, National
Association, in its as Administrative Agent under the credit
facility.


PACIFIC PANORAMA: Files List of Largest Unsecured Creditor
----------------------------------------------------------
Pacific Panorama, LLC, filed with the U.S. Bankruptcy Court for
the District of Nevada a list of its largest unsecured creditor,
disclosing:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------

Shlomy Weingarten          Personal Loan          $15,000
2620 S. Maryland Parkway
Suite 287
Las Vegas, NV 89101

Las Vegas, Nevada-based Pacific Panorama, LLC, filed for Chapter
11 bankruptcy protection on January 29, 2010 (Bankr. D. Nev. Case
No. 10-11464).  Armand Fried, Esq., who has an office in Las
Vegas, Nevada, 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.


PACIFIC PANORAMA: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Pacific Panorama, LLC, filed with the U.S. Bankruptcy Court for
the District of Nevada its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $11,000,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $6,190,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $106,000
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $15,000
                                 -----------      -----------
        TOTAL                    $11,000,000       $6,311,000

Las Vegas, Nevada-based Pacific Panorama, LLC, filed for Chapter
11 bankruptcy protection on January 29, 2010 (Bankr. D. Nev. Case
No. 10-11464).  Armand Fried, Esq., who has an office in Las
Vegas, Nevada, 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.


PAJAAMCO FAMILY: Asks for Court's Nod to Sell Unit A-13 Property
----------------------------------------------------------------
Pajaamco Family Limited Partnership has sought authorization from
the U.S. Bankruptcy Court for the Southern District of Texas to
sell the Unit A-13, Crosspoint Business Center Condominiums, Phase
II in Edinburg, Hidalgo, County, Texas, free and clear of liens of
Inter National Bank with Inter National Banks' liens attaching to
the proceeds of sale, and free and clear of all other liens and
claims.

Debtor has received a written offer to purchase the Property for
$195,000, with a $2,000 earnest money deposit, and the seller to
pay title policy expense.  The sale is a private sale, arm's
length, to a non-insider.

Prior years of taxes will be paid from the proceeds of sale.
Current taxes will be prorated.  Although the sale as proposed is
in an amount less than Inter National Banks' total liens, the sale
will pay off property taxes, reduce debt to Inter National Bank,
which in turn reduces the accrual of ongoing interest; reduces
insurance expense; reduces ongoing tax accruals; reduces
maintenance and utilities.

McAllen, Texas-based PAJAAMCO Family Limited Partnership, fdba
Pajamco Family Limited Partnership, filed for Chapter 11
bankruptcy protection on January 4, 2010 (Bankr. S.D. Texas Case
No. 10-70010).  John Kurt Stephen, Esq., at Cardena Whitis and
Stephen, assists the Company in its restructuring effort.  The
Company has assets of $26,760,745, and total debts of $15,664,200.


PCAA PARENT: Creditors Have Until March 29 to File Proofs of Claim
------------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware has established March 29, 2010, at 5:00 p.m.
(prevailing Eastern Time) as the deadline for any individual or
entity to file proofs of claim against PCAA Parent, LLC, et al.

The Court also set July 27, 2010, at 5:00 p.m. (ET) as the
governmental unit bar date.

Essington, Pennsylvania-based PCAA Parent, LLC, runs the largest
domestic off-site airport parking business, operating 31 off-site
airport parking facilities comprising over 40,000 parking spaces
near 20 major airports across the U.S.  The Company owns or leases
its off-airport parking facilities in, among other states,
California, Arizona, Colorado, Texas, Georgia, Tennessee,
Pennsylvania, Connecticut, New York, New Jersey, and Illinois.

The Company filed for Chapter 11 bankruptcy protection on
January 28, 2010 (Bankr. D. Del. Case No. 10-10250).  John Henry
Knight, Esq.; Lee E. Kaufman, Esq.; and Mark D. Collins, Esq.; and
Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A.,
assist the Company in its restructuring effort.  The Company
listed $50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.

The Company's affiliates -- PCAA Chicago, LLC; Parking Company of
America Airports, LLC; PCA Airports, Ltd.; PCAA GP, LLC; Parking
Company of America Airports Phoenix, LLC; RCL Properties, LLC;
PCAA LP, LLC; PCAA Properties, LLC; Airport Parking Management,
Inc.; PCAA SP-OK, LLC; PCAA SP, LLC; PCAA Oakland, LLC; and PCAA
Missouri, LLC -- filed separate Chapter 11 bankruptcy petitions.


PCAA PARENT: Files Schedules of Assets and Liabilities
------------------------------------------------------
PCAA Parent, LLC, 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              $107,898
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $213,785,262
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                       $107,898     $213,785,262

Essington, Pennsylvania-based PCAA Parent, LLC, runs the largest
domestic off-site airport parking business, operating 31 off-site
airport parking facilities comprising over 40,000 parking spaces
near 20 major airports across the U.S.  The Company owns or leases
its off-airport parking facilities in, among other states,
California, Arizona, Colorado, Texas, Georgia, Tennessee,
Pennsylvania, Connecticut, New York, New Jersey, and Illinois.

The Company filed for Chapter 11 bankruptcy protection on
January 28, 2010 (Bankr. D. Del. Case No. 10-10250).  John Henry
Knight, Esq.; Lee E. Kaufman, Esq.; and Mark D. Collins, Esq.; and
Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A.,
assist the Company in its restructuring effort.  The Company
listed $50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.

The Company's affiliates -- PCAA Chicago, LLC; Parking Company of
America Airports, LLC; PCA Airports, Ltd.; PCAA GP, LLC; Parking
Company of America Airports Phoenix, LLC; RCL Properties, LLC;
PCAA LP, LLC; PCAA Properties, LLC; Airport Parking Management,
Inc.; PCAA SP-OK, LLC; PCAA SP, LLC; PCAA Oakland, LLC; and PCAA
Missouri, LLC -- filed separate Chapter 11 bankruptcy petitions.


PCAA PARENT: U.S. Trustee Appoints 5-Member Creditors Committee
---------------------------------------------------------------
Roberta DeAngelis, the acting U.S. Trustee for Region 3, appointed
five members to the official committee of unsecured creditors in
the Chapter 11 cases of PCAA Parent, LLC, et al.

The Creditors Committee members are:

1. AIU Holdings, Inc.
   Attn: Michelle Levitt
   175 Water St., 18th Floor
   New York, NY 10038
   Tel: (212) 458-6777
   Fax: (212) 458-7090

2. V.P. Security Services, Inc.
   Attn: Vincent Pabon
   P.O. Box 22334
   Newark, NJ 07101
   Tel: (732) 727-1993
   Fax: (732) 727-7416

3. PSE&G
   Attn: Suzanne M. Klar
   80 Park PlazaT5D
   P.O. Box 570
   Newark, NJ 07101
   Tel: (973) 430-6483
   Fax: (973) 645-1103

4. Hartford Parking Property, LLC
   Attn: Bob Duncan
   560 Oakwood Ave., Ste. 100
   Lake Forest, IL 60045
   Tel: (847) 582-9405

5. Bus Service Inc.
   Attn: Michael Prestifilippo
   8120 Howe Industrial Pkwy.
   Canal Winchester, OH 43110
   Tel: (614) 833-0222
   Fax: (614) 837-2908

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

                         About PCAA Parent

Essington, Pennsylvania-based PCAA Parent, LLC, runs the largest
domestic off-site airport parking business, operating 31 off-site
airport parking facilities comprising over 40,000 parking spaces
near 20 major airports across the U.S.  The Company owns or leases
its off-airport parking facilities in, among other states,
California, Arizona, Colorado, Texas, Georgia, Tennessee,
Pennsylvania, Connecticut, New York, New Jersey, and Illinois.

The Company filed for Chapter 11 bankruptcy protection on
January 28, 2010 (Bankr. D. Del. Case No. 10-10250).  John Henry
Knight, Esq.; Lee E. Kaufman, Esq.; and Mark D. Collins, Esq.; and
Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A.,
assist the Company in its restructuring effort.  The Company
listed $50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.

The Company's affiliates -- PCAA Chicago, LLC; Parking Company of
America Airports, LLC; PCA Airports, Ltd.; PCAA GP, LLC; Parking
Company of America Airports Phoenix, LLC; RCL Properties, LLC;
PCAA LP, LLC; PCAA Properties, LLC; Airport Parking Management,
Inc.; PCAA SP-OK, LLC; PCAA SP, LLC; PCAA Oakland, LLC; and PCAA
Missouri, LLC -- filed separate Chapter 11 bankruptcy petitions.


PCAA PARENT: Court OKs Bainbridge-Led Auction for Assets
--------------------------------------------------------
PCAA Parent, LLC, et al., obtained authorization from the U.S.
Bankruptcy Court for the District of Delaware for a sale process
where Bainbridge ZKS - Corinthian Holdings LLC will start an
auction for substantially all of their assets.

The Debtors will conduct an auction on April 27 if competing bids
are received by the deadline.  The Debtors have set an April 10
deadline for the submission of bids, and an April 28 sale hearing.

Absent higher and better bids, Bainbridge will be buying the
assets in exchange for (a) payment of an amount in cash equal to
the $111,500,000 sale agreement, plus the amount of pre-paid
deposits, plus the amount of car on lot revenue, minus the amount
of pre-paid revenue; and (b) the assumption of the assumed
liabilities.

Bainbridge will receive a break-up fee of $3,345,000 if the Debtor
closes the sale with another party.

A full-text copy of the sale agreement and bidding procedures is
available for free at http://ResearchArchives.com/t/s?50dc

                         About PCAA Parent

Essington, Pennsylvania-based PCAA Parent, LLC, runs the largest
domestic off-site airport parking business, operating 31 off-site
airport parking facilities comprising over 40,000 parking spaces
near 20 major airports across the U.S.  The Company owns or leases
its off-airport parking facilities in, among other states,
California, Arizona, Colorado, Texas, Georgia, Tennessee,
Pennsylvania, Connecticut, New York, New Jersey, and Illinois.

The Company filed for Chapter 11 bankruptcy protection on
January 28, 2010 (Bankr. D. Del. Case No. 10-10250).  John Henry
Knight, Esq.; Lee E. Kaufman, Esq.; and Mark D. Collins, Esq.; and
Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A.,
assist the Company in its restructuring effort.  The Company
listed $50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.

The Company's affiliates -- PCAA Chicago, LLC; Parking Company of
America Airports, LLC; PCA Airports, Ltd.; PCAA GP, LLC; Parking
Company of America Airports Phoenix, LLC; RCL Properties, LLC;
PCAA LP, LLC; PCAA Properties, LLC; Airport Parking Management,
Inc.; PCAA SP-OK, LLC; PCAA SP, LLC; PCAA Oakland, LLC; and PCAA
Missouri, LLC -- filed separate Chapter 11 bankruptcy petitions.


PETER CAPONE: Case Summary & 6 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Peter Capone
        3981 Roblar Avenue
        Santa Ynez, CA 93460

Bankruptcy Case No.: 10-10782

Type of Business:

Chapter 11 Petition Date: February 19, 2010

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

Judge: Robin Riblet

Debtor's Counsel: Franklyn S. Michaelson, Esq.
                  7 W Figueroa Street 2nd Fl
                  Santa Barbara, CA 93101-3191
                  Tel: (805) 965-1011
                  Email: kim@msmlaw.com

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

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

The petition was signed by Mr. Capone.

Debtor's List of 6 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Newcastle Industries Inc.  Business debt          $2,250,000
c/o Miller Group
9904 Clayton Road, Suite B
Saint Louis, MO 63124

Mary Capone                Divorce judgment       $1,250,000
c/o Trope & Trope
12121 Wilshire Blvd #801
Los Angeles, CA 90025

Vandenberg & Feliu         Legal fees             $130,000
Attn: Mark Brenner

Gilbert Harrell Sumerford  Legal fees             $69,649
& Martin
Attention: Wallace Harrell

Lally Mahon & Rooney LP    Legal fees             $38,760
Attention: James Mahon

McLaughlin & Quinn LLC     Legal fees             $7,119


PIERRE FOODS: Moody's Affirms Corporate Family Rating at 'B2'
-------------------------------------------------------------
Moody's Investors Service has affirmed the corporate family rating
of Pierre Foods, Inc., at B2.  Concurrently, Moody's assigned a B2
to Pierre's proposed $260 million senior secured term loan due
2016.  The rating on the proposed term loan is subject to review
of final documentation.  All other ratings have been affirmed.
The rating outlook remains stable.

The issuance of the $260 million term loan is expected to fund a
dividend recapitalization that will refinance Pierre's existing
term loan, redeem all preferred equity and finance an
approximately $106 million dividend to its sponsor.  In Moody's
view, the dividend highlights the company's aggressive financial
policies and consumes a significant amount of the flexibility
afforded by the initial B2 rating assignment in 2009.  Moody's
added that additional dividend distributions over the near term
could result in a negative rating action.

The B2 CFR reflects the company's solid credit metrics, high
customer concentration and the limited operational history of the
post-bankruptcy entity and management.  In addition, the ratings
contemplate Pierre's low, albeit improved, margins, its exposure
to commodity pricing risk and an adequate liquidity profile.
Moody's anticipates that Pierre's liquidity will be pressured in
fiscal 2011 due to extraordinary growth capital expenditures and
high amortization requirements on the proposed term loan.  These
concerns are mitigated by the company's modest leverage, good
interest coverage and stronger than anticipated operating
performance in fiscal 2010.

This rating was assigned:

  -- B2 (LGD4, 56%) rating on the proposed $265 million senior
     secured term loan due 2016

These ratings were affirmed:

  -- B2 Corporate Family Rating;

  -- B2 Probability of Default Rating; and

  -- B2 (LGD4, 57%) rating on the existing $160 million senior
     secured term loan due 2014.

Upon completion of the refinancing, the rating on the existing
term loan will be withdrawn.

The previous rating action on Pierre was the September 25, 2009
assignment of the B2 corporate family rating.

Pierre Foods, Inc., is a leading developer, manufacturer and
marketer of high quality, differentiated processed food solutions
focused on hand-held convenience sandwiches and pre-cooked
portion-controlled protein products.  Offerings include burgers,
meatloaf, boneless rib sandwiches, sausage biscuits and chicken
strips.  Revenue for the LTM period ending November 28, 2009, was
approximately $553 million.


PIERRE FOODS: S&P Affirms Corporate Credit Rating at 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Pierre Foods Inc.  At the same time, S&P assigned
a 'BB-' issue-level rating on the company's proposed $260 million
senior secured term loan.  The recovery rating on the debt is '1',
indicating S&P's expectation for very high (90% to 100%) recovery
in the event of a payment default.  S&P will withdraw its 'BB-'
issue-level rating on the company's existing $165 million term
loan upon completion of the transaction.  The rating outlook is
stable.

The proposed transaction will include the issuance of a new six-
year senior secured term loan totaling $260 million, proceeds of
which the company will use to repay existing debt and fund a one-
time $106 million dividend to its shareholders.  Pro forma for the
transaction, S&P estimates that adjusted debt to EBITDA will be
about 3.7x.  S&P expects total debt outstanding to consist
entirely of the $260 million term loan.  S&P expects the company's
$30 million ABL facility (unrated) to be undrawn at the close of
the transaction.

The ratings on Pierre Foods reflect the company's modest scale and
narrow product focus on precooked beef and handheld convenience
products sold primarily to the foodservice industry.  The company
benefits from its well-established customer relationships and
fairly diversified channels within the foodservice industry.
S&P's ratings also consider the company's relatively short period
of recently improved operating performance following its emergence
from Chapter 11 in December 2008.

Pierre Foods is a manufacturer of differentiated value-added
protein and handheld convenience food items sold primarily to
schools, national accounts, and foodservice distributors.  The
relatively stable K-12 school segment is Pierre Foods' largest
sales channel and constitutes about 30% of sales.  S&P believes
the company's well-established position in schools and nominal
exposure to the casual dining channel has helped mitigate the
negative effect of declining demand for away-from-home dining in
current recessionary conditions.  Still, other end markets,
including quick serve and convenience foods, came under pressure
during the economic downturn because of consumer trade-down to
more value-based menu items and fewer on-premise visits due, in
part, to higher fuel costs.  The company is currently looking to
expand its presence in the relatively better performing retail and
warehouse channels.  Although its exposure to those markets is
currently modest, S&P believes opportunity exists in the near term
for Pierre Foods to further penetrate this channel.


PLW INC: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------
Debtor: PLW, Inc.
        31 East Platte Avenue, #200
        Colorado Springs, CO 80903

Bankruptcy Case No.: 10-13114

Type of Business:

Chapter 11 Petition Date: February 19, 2010

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Lee M. Kutner, Esq.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: lmk@kutnerlaw.com

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

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

The petition was signed by Rodney J. Preisser.

Debtor's List of 16 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Griggs Steel Company                              $350,000
15431 West Eleven Mile Road
Oak Park, MI 48237

Kyle J. Geditz, PC                                $202,866

Coughlin & Company                                $145,000

Cessna Finance Corporation                        $99,000

Wells Fargo Bank                                  $70,495

Transworld Systems Inc.                           $68,408

JPS Engineering, Inc.                             $48,538

United Planning and                               $33,286
Engineering

McLaughlin Water                                  $23,277

Department of Treasury                            $14,669
Internal Revenue Service

Accutest Mountain States                          $2,209

Mountain View Electric                            $1,445
Association

Kanau Drilling, LLC                               $885

Standard Parking Corp.                            $480

Reliable Sanitation                               $250

Jan-Pro of Southern Colorado                      $125


PRESERVE LLC: Wants Until March 25 to Propose Chapter 11 Plan
-------------------------------------------------------------
The Hon. Sheri Bluebond of the U.S. Bankruptcy Court for the
Central District of California will consider at a hearing on
March 3, 2010, at 11:00 a.m., The Preserve, LLC's request for an
extension in its exclusive periods.  The hearing will be held at
Courtroom 303, 3420 Twelfth St., Riverside, California.

The Debtor asks the Court to extend its exclusive periods to
propose a Chapter 11 Plan and to solicit acceptances of that Plan
until March 25, 2010, and May 25, 2010, respectively.

Riverside, California-based The Preserve, LLC, is in the business
of acquiring and making real estate investments.  The Company
filed for Chapter 11 relief on Sept. 25, 2008 (Bankr. C.D. Calif.
No. 08-23006).  Jeffrey W. Broker, Esq., at Broker & Associates
Professional Corporation represents the company as counsel.  The
company listed assets of $100 million to $500 million and debts of
$10 million to $50 million.


QL2 SOFTWARE: Tumelson Wants Chapter 11 Case Dismissed
------------------------------------------------------
John Cook at TechFlash reports that Tumelson Family Partnership, a
shareholder of QL2 Software Inc., said it wants the court to
dismiss the company's case arguing that the bankruptcy filing was
filed in bad faith.

According to Tumelson Family, the company used the Chapter 11 and
bankruptcy code to avoid judgment, settlement agreement, security
interests, and payment obtained by the Tumelson Family after years
of expensive litigation based on the company's own admitted
fraudulent activity.

Tumelson Family said the company's financial situation is not
doing well and the company has a hard time continuing business,
Mr. Cook says.

                        About QL2 Software

QL2 Software, Inc. -- http://www.QL2.com/-- is an on-demand data
access platform provider.  More than 250 clients in 40 countries
depend on QL2 for product, price and market data.  The QL2 client-
roster includes more than 100 airlines, three of the top five
global pharmaceuticals, and market leaders in retail, consumer
products and life sciences.

Founded in 2002, QL2 was named to the 2007 Inc. 500 and the 2008
and 2009 Inc. 5000 list of the fastest growing private companies,
and the 2008 Red Herring 100.  QL2 has also been included in
KMWorld's 100 Companies That Matter for the past four years and
Trend-Setting Products for the past three years.


READER'S DIGEST: Emerges from Chapter 11 Bankruptcy
---------------------------------------------------
The Reader's Digest Association, Inc. has successfully completed
its financial restructuring and has emerged from pre-arranged
Chapter 11 well capitalized, having reduced its debt by 75 percent
and lowered its gross operating leverage from 17.5x to 3.2x.  With
a significantly improved capital structure, RDA is positioned to
continue its transformation into a multi-platform, multi-brand
media and marketing company that educates, entertains and connects
130 million people around the world.

"This is a very important day for our company, and emerging with a
de-levered balance sheet and a strong new capital structure is a
significant step forward as we continue to transform RDA into a
global media and marketing leader," said Mary Berner, President
and Chief Executive Officer.  "My sincere thanks go to our
employees around the world for their hard work and resilience, and
for staying focused and resolutely on plan throughout an
incredibly challenging time.  In addition, I want to thank our
strategic partners and suppliers for your unwavering support in
assisting the company in the delivery of products and services to
our customers, which played a vital role in our successful
restructuring."

With the restructuring complete, RDA is focusing on driving top-
line growth and transformation of its business through its
affinity marketing model, which builds communities of like-minded
consumers around its brands, reaching them in person, print, and
online.

"The new company is committed to maximizing value creation. Having
strengthened our balance sheet and capital structure and having
successfully monetized underperforming assets, RDA is focused on
free cash flow and return on investment," Berner said.  "We expect
that the industry and competitive environment will continue to be
demanding, but we have the right team, the right model and
relevant brands that engage today's consumer."

Tom Williams, Senior Vice President and Chief Financial Officer,
said: "The new RDA is focused on maximizing cash EBITDA and ROI.
We are targeting improved performance through continued supply
chain and other cost initiatives, expanded use of digital content
and promotional channels to reduce customer acquisition costs,
centralization of services, and revenue growth through integrated
product and service offerings."

The company has $525 million in exit financing as a result of a
recently completed bond refinancing that will provide the company
with an estimated $30 million in cash interest expense savings
annually compared with the credit facility it had pre-arranged at
the start of the restructuring process.  Moody's Investors Service
assigned RDA and the company's exit financing a B1 Corporate
Family Rating (with Stable outlook), and Standard & Poor's issued
a B rating to the company's exit financing.  The company also has
access to an additional $50 million of revolver credit.

In connection with RDA's restructuring, the company announced a
new Board of Directors whose members are:

Norman Matthews, Chairman of the Board, and former Vice Chairman
and President of Federated Department Stores

Mary Berner, President and Chief Executive Officer of RDA

James Hawkes, former Chief Executive Officer and Chairman of Eaton
Vance Corporation

Karen Osar, former Executive Vice President and Chief Financial
Officer of Chemtura Corporation

Fredric Reynolds, former Executive Vice President and Chief
Financial Officer of CBS Corporation

Donald Steiner, Managing Partner at Webster Capital

Peter Stern, Executive Vice President and Chief Strategy Officer
of Time Warner Cable

Carl Wilson, Executive Vice President and Chief Information
Officer of Marriott International

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of US$2.2 billion against total debts of US$3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


REDDY ICE: Moody's Assigns 'B1' Rating on $300 Mil. Senior Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Reddy Ice
Corporation's (a wholly owned subsidiary of Reddy Ice Holdings,
Inc.) proposed $300 million first lien senior secured notes due
2015.  The company plans to use proceeds from the first lien notes
to refinance its existing $240 million senior secured term loan
due 2012 and for general corporate purposes.  In addition, Reddy
Ice Holdings, Inc. will commence an exchange offer and consent
solicitation, offering holders of its existing senior discount
notes new $150 million second lien senior secured notes due 2015
issued by Reddy Ice Corporation.  Moody's assigned a Caa1 rating
to these proposed second lien senior secured notes.  As part of
this action, Moody's also affirmed the company's B2 corporate
family rating, the B2 probability-of-default rating, and the SGL-3
speculative grade liquidity rating.  The ratings outlook remains
negative.  All ratings are subject to review of final
documentation.

Concurrent with the refinancing, Reddy Ice plans to enter into a
new $40 million revolving credit facility due 2014 (unrated) and
terminate its existing revolving credit agreement, which is set to
expire in August 2010.

Although the speculative grade liquidity rating has been affirmed
at SGL-3 indicating an adequate liquidity profile, Moody's will
likely upgrade this rating to SGL-2 upon completion of the
transaction as the proposed financing extends the debt maturity
profile, increases the cash balance, and improves flexibility
under financial covenants.

Despite prospective improvements in Reddy Ice's liquidity profile
as a result of the refinancing, the affirmation of the B2
corporate family rating incorporates the increased pro forma debt
levels, resulting in credit metrics that are weak for the ratings
category.  Moreover, given expectations for continued softness in
consumer spending and weak housing/construction activity, Moody's
believes product volumes will remain under pressure over the near-
term.  Additionally, the rating remains constrained by continued
uncertainty related to the Department of Justice investigation.
Notwithstanding these risks, the rating is supported by the
company's improved financial flexibility following completion of
the proposed refinancing that should allow it to execute its
various strategic initiatives.  The rating also derives support
from the company's leading market share in the packaged ice
industry and favorable geographic footprint.

Moody's will reassess the ratings if Reddy Ice is unable to
complete the proposed refinancing given the pending expiration of
the revolving credit facility and limited cushion under the
financial covenants governing the credit facilities.

This rating was assigned:

Reddy Ice Corporation

  -- $300 million first lien senior secured notes due 2015 at
     B1(LGD3, 36%);

  -- $150 million second lien senior secured notes due 2015 at
     Caa1 (LGD5, 85%).

These ratings were affirmed:

Reddy Ice Holdings, Inc.

  -- Corporate family rating at B2;
  -- Probability-of-default rating at B2;
  -- Speculative Grade Liquidity rating at SGL-3.

Ratings to be withdrawn upon completion of the proposed
refinancing/exchange offer:

Reddy Ice Holdings, Inc.

  -- $150 million 10.5% senior discount notes due 2012 at Caa1
     (LGD5, 87%).

Reddy Ice Corporation:

  -- $60 million senior secured revolving credit facility due 2010
     at B1 (LGD3, 32%);

  -- $240 million senior secured term loan due 2012 at B1 (LGD3,
     32%).

The negative outlook reflects Moody's concern over the company's
high pro forma financial leverage and modest interest coverage,
particularly within the context of the continued weak macro
environment.  The negative outlook also incorporates continuing
risks to the company from the ongoing antitrust investigation and
related litigation.

The last rating action was on August 18, 2008, when Moody's
downgraded the corporate family rating and probability-of-default
rating of Reddy Ice Holdings, Inc. to B2 from B1 and assigned an
SGL-3 speculative grade liquidity rating.

Reddy Ice Holdings, Inc., through its wholly-owned subsidiary,
Reddy Ice Corporation, manufactures and distributes packaged ice
products.  Revenues for the fiscal year ended December 31, 2009,
were approximately $312 million.


REDMONT HOTEL: Files for Chapter 11 Bankruptcy in Birmingham
------------------------------------------------------------
Russell Hubbard at The Birmingham News says Redmont Hotel filed
for Chapter 11 bankruptcy in the U.S. Bankruptcy Court in
Birmingham, citing assets and debts of between $1 million and
$10 million.

The company said it plans to keep operating and exit soon with no
effect on the overall operation, Mr. Hubbard notes.  A disputed
with the company's lender BB&T Corp. over the company's debts
prompted the filing, he adds.

Redmont Hotel operates a hotel in Birmingham.


REED ENVELOPE: Files for Chapter 11 Bankruptcy in Virginia
----------------------------------------------------------
Reed Envelope Company Inc. sought protection from its creditors
under Chapter 11 in the U.S. Bankruptcy Court for the Eastern
District of Virginia (Case No. 10-11010-RGM), according to the
Washington Post.


RODNEY PREISSER: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Rodney J. Preisser
           mem PLW, Inc.
           mem Ellicott Resources, LLC
           mem Sillouette Homes, LLC
           mem Ellicott Springs Development, LLC
           mem Triple Bar Ranches, LLC
        31 East Platte Avenue, #200
        Colorado Springs, CO 80903

Bankruptcy Case No.: 10-13110

Chapter 11 Petition Date: February 19, 2010

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Sidney B. Brooks

Debtor's Counsel: Lee M. Kutner, Esq.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: lmk@kutnerlaw.com

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

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

The petition was signed by Mr. Preisser.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
American National Bank     Guarantee              $16,000,000
102 North Cascade Avenue
PO Box 9250
Colorado Springs, CO 80903

Academy National Bank      Guarantee              $10,000,000
1650 Spruce Creek Drive
Colorado Springs, CO 80915

Peoples National Bank                             $2,500,000
5175 North Academy
Colorado Springs, Colorado

Holme, Roberts & Owen, LLP                        $386,851
1700 Lincoln Street
Suite 4100
Denver, CO 80203

Griggs Steel Company                              $350,000
15431 West Eleven Mile Road
Oak Park, MI 48237

Cessna Finance Corporation                        $99,000

Primary Financial Services, LLC                   $78,283

Colorado Water                                    $70,965
Conservation Board

Primary Financial Services, LLC                   $64,677

Ryley Carlock & Applewhite                        $51,004

JPS Engineering, Inc.                             $48,538

American National Bank                            $25,207

John C. Eastlack, P.C.                            $22,956

Security Service Federal                          $21,576
Credit Union

Moses, Wittemeyer, Harrison                       $20,623
& Woodruff

Discover Financial Services                       $17,569

Issacson Rosenbaum Woods                          $15,434

Department of Treasury                            $14,669
Internal Revenue Service

West Water Research                               $11,455

Robert F. Aucone                                  $5,334


SCO GROUP: To Get $2 Million Loan from Ralph Yarro
--------------------------------------------------
SCO Group's Chapter 11 Trustee Edward Cahn said Ralph Yarro, who
owns majority of the Company, wants to inject $2 million loan into
the company through his investment firm, Seung Ni Capital
Partners.  The loan will last for a year at an interest rate of
6.6%, according to H-Online.com.

The report relates that the Company will repay the loan before
settling its other open debts.  This includes a court order to pay
$2.5 million to Novell.

The SCO Group (SCOXQ.PK) -- http://www.sco.com/-- is a leading
provider of UNIX software technology.  Headquartered in Lindon,
Utah, SCO has a worldwide network of resellers and developers.
SCO Global Services provides reliable localized support and
services to partners and customers.

The Company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on September 14, 2007 (Bankr. D. Del. Lead
Case No. 07-11337).  Paul Steven Singerman, Esq., and Arthur
Spector, Esq., at Berger Singerman P.A., represent the Debtors in
their restructuring efforts.  James O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' Delaware and conflicts counsel.  Epiq Bankruptcy
Solutions LLC acts as the Debtors' claims and noticing agent.
The United States Trustee failed to form an Official Committee of
Unsecured Creditors in the Debtors' cases due to insufficient
response from creditors.

As of January 31, 2009, the Company had $8.78 million in total
assets and $13.30 million in total liabilities, resulting in
a $4.52 million in stockholders' deficit.


SHERWOOD/CLAY-AUSTIN: To Pay 100% of Unsec. Claims from Asset Sale
------------------------------------------------------------------
The Hon. Douglas D. Dodd of the U.S. Bankruptcy Court for the
Middle District of Louisiana will consider at a hearing on
March 5, 2010, at 11:00 a.m., the adequacy of Sherwood/Clay-Austin
Lights LLC's disclosure statement for its proposed Plan of
Reorganization.  The hearing will be held at the U.S. Bankruptcy
Court, 707 Florida Street, Room 222, Baton Rouge, Louisiana.
Objections, if any, are due at least 8 days before the hearing.

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 contemplates
payment of all allowed claims against the Debtor based upon the
sale of the property to New Hope Investors II, L.L.C., the
purchaser.  It is not anticipated that the holders of membership
interest will receive any distribution.

All property of the estate and the property will be transferred to
the purchaser on the effective date.

Under the Plan, each holder of an allowed general unsecured claim
will receive a monthly payment of interest only at the rate of
7.0% annum, commencing 30 days after the effective date, with a
balloon payment of all unpaid principal and interest and other
sums comprising the allowed Class 4 claim due and payable in full
on the fifth anniversary of the effective date.  Estimated
percentage recovery is 100% of the $235,539 claim.

The purchaser will act as the disbursing agent under the Plan and
make all distributions required under the Plan.

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

Baton Rouge, Louisiana-based Sherwood/Clay-Austin Lights LLC filed
for Chapter 11 bankruptcy protection on November 2, 2009 (Bankr.
M.D. La. Case No. 09-11725).  Douglas S. Draper, Esq., who has an
office in New Orleans, Louisiana, 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.


SINCLAIR BROADCAST: Incurs $69.56 Million Net Loss for Q4
---------------------------------------------------------
Sinclair Broadcast Group Inc. reported a $69.56 million net loss
on $183.34 million of total revenues for the three months ended
Dec. 31, 2009, compared with a $283.90 million net loss on
$196.01 million of total revenues for the same period a year
earlier.

"The fourth quarter 2009 finished stronger than expected primarily
on improving advertising spending trends by the automotive
sector," commented David Smith, President and CEO of Sinclair.
"The fourth quarter was down only 6.4% which was a significant
improvement over our prior expectations of down 11.0% to 12.8%.
For the first quarter 2010, we expect net broadcast revenues to be
up by low single digit percents, despite only three of our 58
owned and operated stations having coverage of the Olympics and
Super Bowl.  We continue to see strengthening of many of our
advertising categories, in particular automotive, which we expect
to be up almost 20% in the first quarter 2010, as compared to the
same period last year.  While it is unclear at this time what
effect the Supreme Court's decision, in support of freedom of
speech, reversing restrictions on the amount of political spending
made by corporations and unions will have on television
broadcasters' revenues, our expectation is that we would share in
any incremental spending that results from the law change."

Financial Results:

Net broadcast revenues from continuing operations were
$153.9 million for the three months ended December 31, 2009, a
decrease of 6.4% versus the prior year period result of
$164.4 million.  The Company had an operating loss of
$66.1 million in the three-month period, as compared to an
operating loss of $415.4 million in the prior year period.  The
fourth quarter results included a $119.5 million non-cash
impairment of goodwill and other intangible assets charge, as
compared to a $462.3 million impairment charge in fourth quarter
2008.  The Company had a net loss attributable to the parent
company of $67.8 million in the three-month period versus a net
loss attributable to the parent company of $283.5 million in the
prior year period.  The Company reported a diluted loss per common
share of $0.85 for the three-month period versus a diluted loss
per common share of $3.46 in the prior year period.  Excluding the
impairment charges, net of taxes, the Company would have reported
net income of $19.5 million with diluted earnings per common share
of $0.24 in the fourth quarter 2009, as compared to net income of
$19.6 million and diluted earnings per common share of $0.23 in
the fourth quarter 2008.

Net broadcast revenues from continuing operations were
$554.6 million for the twelve months ended December 31, 2009, a
decrease of 13.2% versus the prior year period result of
$639.2 million.  The Company had an operating loss of
$111.2 million in the twelve-month period versus the prior year
period operating loss of $288.5 million.  Excluding the impairment
charges related to goodwill and other intangible assets, operating
income would have been $138.6 million and $175.4 million in 2009
and 2008, respectively.  The Company had a net loss attributable
to the parent company of $135.7 million in the twelve-month period
versus a net loss attributable to the parent company of
$246.5 million in the prior year period.  The Company had a
diluted loss per common share of $1.70 in the twelve-month period
versus a diluted loss per common share of $2.87 in the prior year
period.  Excluding the impairment charges, net of taxes, the
Company would have reported net income of $52.6 million with
diluted earnings per common share of $0.66 in 2009, as compared to
net income of $58.2 million and diluted earnings per common share
of $0.68 in 2008.

A full-text copy of the Company's press release showing its 2009
financial results is available for free at
http://ResearchArchives.com/t/s?53ba

                     About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

As of September 30, 2009, the Company had $1,629,148,000 in total
assets against $1,761,322,000 in total liabilities.  As of
September 30, 2009, the Company had $746,116,000 in accumulated
deficit and $132,174,000 in total deficit.  The September 30
balance sheet showed strained liquidity: The Company had
$183,042,000 in total current assets against $201,028,000 in total
current liabilities.

                           *     *     *

Sinclair carries Moody's Investors Service's Caa2 Corporate Family
Rating and Caa3 Probability of Default Rating; and Standard &
Poor's Ratings Services' 'B-' corporate credit rating.


SINGLE TOUCH: Posts $2,754,690 Net Loss in Q1 Ended December 31
---------------------------------------------------------------
Single Touch Systems, Inc., reported a net loss of $2,754,690 on
revenue of $26,902 for the three months ended December 31, 2009,
compared to a net loss of $4,170,750 on revenue of $519,235 for
the same period of 2008.

The revenue decrease in the three month period ended December 31,
2009, from the comparative period in 2008 was a result of the
termination of the Company's services to Telegence, Lavalife, and
Jamster.  Additionally, the Company's agreement with Motricity,
Inc. expired December 17, 2008.  Motricity revenues during the
three months ended December 31, 2008, represented approximately
48% of revenues.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed $1,269,819 in total assets and $11,977,626 in total
liabilities, resulting in a $10,707,807 shareholders' deficit.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $177,907 in total current
assets available to pay $6,644,626 in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?53e0

                       Going Concern Doubt

The Company has accumulated operating losses since its inception
(May 31, 2000).  In addition, the Company has used ongoing working
capital in its operations.  At December 31, 2009, its accumulated
deficit amounted to $103,959,040.

The continuation of the Company's operations is dependent on
revenue from its licensing of its technologies and related
services, advances made by its officers, and the raising of
capital through the sale of its equity instruments or issuance of
debt.  Management believes that these sources of funds will allow
the Company to continue as a going concern through 2010.  However,
no assurances can be made that current or anticipated future
sources of funds will enable the Company to finance future
periods' operations.

"In light of these circumstances, substantial doubt exists about
the Company's ability to continue as a going concern."

                  About Single Touch Systems Inc.

Headquartered in Encinitas, California, Single Touch Systems, Inc.
(OTC BB: SITO) through its wholly owned subsidiary, Single Touch
Interactive, Inc., is engaged in the business of wireless
application development, publishing and distribution.  Single
Touch Interactive is a provider of customized easy-to-use wireless
solutions.  It's patent pending technology simplifies adoption by
reaching new data subscribers and generating new revenue streams
for carriers and content owners.


SITEL WORLDWIDE: S&P Affirms Corporate Credit Rating at 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Nashville-based Sitel Worldwide Corp.
The affirmation reflects the preliminary credit terms.  The
outlook is positive.

At the same time, S&P assigned an issue-level rating of 'B-' with
a recovery rating of '5' to the proposed $300 million in senior
unsecured notes due 2015.  S&P also expects to raise the issue-
level rating on the existing first-lien debt to 'B+' from 'B' and
revise the recovery to '2' from '3' upon completion of the
transaction.  The '5' recovery rating indicates expectations for
modest (10%-30%) recovery in the event of payment default, while
the '2' recovery rating indicates expectations for substantial
(70%-90%) recovery.

"The ratings on Sitel reflect the company's expected modest
decline in revenues, high leverage, and vulnerability to tepid
macroeconomic conditions," said Standard & Poor's credit analyst
Joseph Spence.  Sitel's globally dispersed and diversified blue-
chip customer list, and improved profitability partially offset
these factors.

Sitel is an upper midtier provider of outsourced customer care
services to a broad array of end markets globally.  A high degree
of fragmentation, competitiveness, and typically positive
correlation to global economic conditions characterizes the
industry.


SIX FLAGS: Judge Might End Exclusivity if Plan Not Confirmed
------------------------------------------------------------
Six Flags, Inc., and its debtor-affiliates sought and obtained
from Judge Christopher S. Sontchi of the United States Bankruptcy
Court for the District of Delaware an extension of their exclusive
period to solicit acceptances of their reorganization plan until
April 2, 2010.

According to Bill Rochelle at Bloomberg News, while the bankruptcy
judge approved the extension, he warned Six Flags at a Feb. 19
hearing that he's "highly likely" to allow other plans if the
company doesn't succeed in gaining approval of the reorganization
plan at the contested confirmation hearing to begin March 8.

The Debtors' counsel, Daniel J. DeFranceschi, Esq., at Richards,
Layton & Finger, P.A., in Wilmington, Delaware, had argued that
the extension would afford the Debtors a full and fair opportunity
to continue the pre-Confirmation Hearing process directed by the
Court.  This includes soliciting the acceptances of the Fourth
Amended Plan, without the serious deterioration and disruption of
the Chapter 11 proceedings that is likely to be caused by the
filing and solicitation of competing plans by non-debtor parties
in advance of the Confirmation Hearing.

Various parties, however, have opposed the exclusivity extension.
Termination of the plan exclusivity would allow parties to file
competing plans.

The Official Committee of Unsecured Creditors asked the Court to
limit the extension.  The Creditors' Committee further contends
that if confirmation of the Debtors' Current Plan is denied, other
parties should be given the opportunity to come forward without
further delay with alternative restructuring proposals.

The Ad Hoc Committee of Six Flags Noteholders asked the Court to
deny the extension.  GianClaudio Finizio, Esq., at Bayard, P.A. in
Wilmington, Delaware, relates that the SFI Noteholders are
engaging in negotiations with the Debtors and believe that they
are nearing an agreement that will lead to a consensual plan of
reorganization that will provide materially better recoveries for
all stakeholders in the Debtors' Chapter 11 cases.  In support of
their objection, the SFI Noteholders assert that the SFI
Noteholder Plan no longer contemplates a $420 million rights
offering and reinstatement of the Debtors' prepetition term loan.
Rather, the revised SFI Noteholder Plan now calls for a $550
million fully backstopped rights offering and an additional
approximately $1.2 billion in new financing the proceeds of which
will be used to pay in full in cash all of the Debtors' creditors
other than creditors of SFI, and SFI's creditors will receive
better recovery than under the Debtors' Plan.

Resilient Capital Management, LLC, has asked the Court to deny the
Debtors' request to extend further the Exclusive Solicitation
Period, contending that adequate cause exists for the appointment
of a trustee.  In the alternative, if the Court declines to order
the appointment of a trustee, Resilient requests that the court
order the appointment of an examiner with a wide investigatory
mandate and allow the parties in interest to be heard regarding
the scope of the examiner's investigation.

                        Mediation Request

The Unsecured Creditors Committee, believing that the Debtors have
not been successful in persuading the noteholder groups to make
serious efforts to reach a middle ground, asked the Court to refer
the pending litigation with respect to the Debtors' Fourth Amended
Plan of Reorganization to mediation.

According to Bloomberg, the judge, however, adjourned a motion
until next week the Creditors Committee's request for a mediator.

Kathleen P. Makowski, Esq., at Pachulski Stang Ziehl & Jones LLP,
in Wilmington, Delaware, told the Court on the Committee's behalf
that the Debtors want the four key parties in the Debtors' Chapter
11 cases -- the Debtors, the Creditors' Committee, the SFO
Noteholders Committee and the SFI Noteholders Committee -- to
participate in mediation before a neutral United States Bankruptcy
Judge regarding a potential consensual plan prior to March 1,
2010.

The Creditors' Committee believes that there is room for a
compromise between the Debtors' Current Plan and the SFI Proposal
that would avoid the uncertainties all parties will face in a
confirmation trial, Ms. Makowski explained.

                           About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SPECTRUM BRANDS: Avenue Capital II Owns 22.1% of Common Stock
-------------------------------------------------------------
Avenue Capital Management II, L.P., et al., disclosed that they
may be deemed to beneficially own shares of Spectrum Brands,
Inc.'s common stock, $0.01 par value per share:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Avenue Investments, L.P.                 328,767        1.1%
Avenue International Master, L.P.        650,628        2.1%
Avenue International, Ltd.               650,628        2.1%
Avenue International Master
  GenPar, Ltd.                           650,628        2.1%
Avenue Partners, LLC                     979,395        3.2%
Avenue - CDP Global Opportunities
  Fund, L.P.                             257,333        0.8%
Avenue Global Opportunities Fund
  GenPar, LLC                            257,333        0.8%
Avenue Special Situations
  Fund IV, L.P.                        1,753,949        5.7%
Avenue Capital Partners IV, LLC        1,753,949        5.7%
GL Partners IV, LLC                    1,753,949        5.7%
Avenue Special Situations
  Fund V, L.P.                         3,772,168       12.3%
Avenue Capital Partners V, LLC         3,772,168       12.3%
GL Partners V, LLC                     3,772,168       12.3%
Avenue Capital Management II, L.P.     6,762,845       22.1%
Avenue Capital Management II
  GenPar, LLC                          6,762,845       22.1%
Marc Lasry                             6,762,845       22.1%

The CUSIP number of the Common Stock is 84762L204.

The reporting persons own $30,094,777 in principal amount of the
12% Notes and 6,762,845 shares of the Common Stock as of
February 12, 2010.

The approximate percentages of Common Stock reported as
beneficially owned by the reporting persons are based upon
30,629,213 shares of Common Stock outstanding as of February 8,
2010, as reported by Spectrum Brands in its quarterly report on
Form 10-Q for the quarter ended January 3, 2010, filed with the
Securities Exchange Commission on February 10, 2010.

A full-text copy of Avenue Capital Management's amended Schedule
13D is available for free at http://researcharchives.com/t/s?5405

                     About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands, Inc. (OTC:
SPEB) -- http://www.spectrumbrands.com./-- is a global consumer
products company and a leading supplier of batteries, shaving and
grooming products, personal care products, specialty pet supplies,
lawn & garden and home pest control products, personal insect
repellents and portable lighting.  Its brand portfolio includes
Rayovac(R), Remington(R), Varta(R), Tetra(R), Marineland(),
Nature's Miracle(R), Dingo(R), 8-in-1(R), Spectracide(R),
Cutter(R), Repel(R), and HotShot(R).

On February 9, 2010, the Company signed a merger agreement with
Russell Hobbs, Inc.  The consummation of the merger is anticipated
to occur by the end of the third or fourth quarter of Spectrum
Brands' fiscal year 2010.

                         *     *     *

As reported in the TCR on February 12, 2010, Moody's Investors
Service placed the ratings of Spectrum Brands on review for
possible upgrade following its recent announcement that it had
signed a definitive merger agreement with Russell Hobbs,
Inc.

These ratings are placed under review:

* Corporate family rating at B3;

* Probability of default rating at B3;

* $1.3 billion senior secured term loan due June 2012 at B3
  (LGD 3, 49%);

* $218 senior subordinated notes due 2013 at Caa2 (LGD 6, 92%);
  and

* The LGD assessments are not on review, but are subject to
  change.

The last rating action was on October 6, 2009, when Moody's
assigned a B3 CFR and PDR with a stable outlook.


SPECTRUM BRANDS: DE Shaw Laminar Owns 13.3% of Common Stock
-----------------------------------------------------------
D. E. Shaw Laminar Portfolios, L.L.C, et al., disclosed that they
may be deemed to beneficially own shares of Spectrum Brands,
Inc.'s common stock, $0.01 par value per share:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
D. E. Shaw Laminar Portfolios, L.L.C.   4,069,995      13.3%
D. E. Shaw & Co., L.L.C.                4,069,995      13.3%
D. E. Shaw & Co., L.P.                  4,069,995      13.3%
David E. Shaw                           4,069,995      13.3%

The CUSIP number of the Common Stock is 84762L204.

A full-text copy of D. E. shaw Laminar's amended Schedule 13G is
available for free at http://researcharchives.com/t/s?5406

                     About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands, Inc. (OTC:
SPEB) -- http://www.spectrumbrands.com./-- is a global consumer
products company and a leading supplier of batteries, shaving and
grooming products, personal care products, specialty pet supplies,
lawn & garden and home pest control products, personal insect
repellents and portable lighting.  Its brand portfolio includes
Rayovac(R), Remington(R), Varta(R), Tetra(R), Marineland(),
Nature's Miracle(R), Dingo(R), 8-in-1(R), Spectracide(R),
Cutter(R), Repel(R), and HotShot(R).

On February 9, 2010, the Company signed a merger agreement with
Russell Hobbs, Inc.  The consummation of the merger is anticipated
to occur by the end of the third or fourth quarter of Spectrum
Brands' fiscal year 2010.

                         *     *     *

As reported in the TCR on February 12, 2010, Moody's Investors
Service placed the ratings of Spectrum Brands on review for
possible upgrade following its recent announcement that it had
signed a definitive merger agreement with Russell Hobbs,
Inc.

These ratings are placed under review:

* Corporate family rating at B3;

* Probability of default rating at B3;

* $1.3 billion senior secured term loan due June 2012 at B3
  (LGD 3, 49%);

* $218 senior subordinated notes due 2013 at Caa2 (LGD 6, 92%);
  and

* The LGD assessments are not on review, but are subject to
  change.

The last rating action was on October 6, 2009, when Moody's
assigned a B3 CFR and PDR with a stable outlook.


SRKO FAMILY LIMITED: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor:  The SRKO Family Limited Partnership
          dba Colorado Crossing
         5540 North Academy Blvd., Suite 100
         Colorado Springs, CO 80918

Bankruptcy Case No.: 10-13186

Chapter 11 Petition Date: February 19, 2010

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Howard R. Tallman

Debtor's Counsel: Lee M. Kutner, Esq.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Email: lmk@kutnerlaw.com

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

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Jannie Richardson, the company's
manager.

Debtor's List of 15 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Sunshine Home Development                         $31,993,077
5540 North Academy Blvd.
Suite 100
Colorado Springs, CO 80918

Pueblo Bank and Trust                             $7,945,801
301 West 5th Street
Pueblo, CO 81003

Mechone, Inc.                                     $129,762

Kansas Door                                       $128,992

Business Card                                     $119,778

First Bank Card                                   $78,388

Hatch Jacobs, LLC                                 $36,061
Attn: Brian Ray, Esq.

Interquest Owners                                 $18,449
Association

Hanes & Schutz                                    $6,781
Attn: Tim Schutz

Nelson & Co.                                      $6,030

Wood & Ramirez, PC                                $5,791
Attn: Richard Wood

Beck Group                                        $5,619

Berenbaum, Weinsheink, PC                         $2,583
Attn: Jim Kurtz Phelan, Esq.

Chief Petroleum Co.                               $2,375

Lewis, Rice, Fingersh, LLC                        $785
Attn: Bill Carr


STARTRANS INC: Liquidation Plan Confirmed; Unsecureds to Get 20%
----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that StarTrans Inc. won
confirmation of its liquidating Chapter 11 plan.  Unsecured
creditors with $4 million in claims were expected to recover 20%,
according to the disclosure statement.

Trimac Dry Bulk Group Inc. paid $842,000 in cash and assumed
secured claims for the assets of StarTrans.

StarTrans Inc. is a dry-bulk trucker from Holly Hill, South
Carolina.  It filed for Chapter 11 on Oct. 5, 2009 (Bankr. D. S.C.
Case No. 09-07468).  Daniel J. Reynolds Jr., Esq., at McCarthy Law
Firm, LLC, rpresents the Debtor in its Chapter 11 effort.

The petition said assets and debt are both less than $50 million.
Secured lenders are owed almost $40 million.


SYNTAX-BRILLIAN CORP: Shareholders to Get $10M in Fraud Action
--------------------------------------------------------------
Law360 reports that a federal judge has given final approval to a
$10 million settlement in a securities fraud class action accusing
officials at Syntax-Brillian Corp. of concealing problems at the
once-successful television maker.

Based in Tempe, Arizona, Syntax-Brillian Corporation (Nasdaq:
BRLC) -- http://www.syntaxbrillian.com/-- and its affiliated
debtors, Syntax-Brillian SPE, Inc., and Syntax Groups Corp.
design, develop, and distribute high-definition televisions
(HDTVs) utilizing liquid crystal display (LCD) and, formerly,
liquid crystal (LCoS) technologies.  The Debtors sell their HDTVs
under the Olevia brand name.  SBC is also the sole shareholder of
Vivitar Corp., a supplier of film cameras and a line of digital
imaging products, including digital cameras.

The Debtors filed separate petitions for Chapter 11 relief on
July 8, 2008 (Bankr. D. Del. Lead Case No. 08-11407).  Nancy A.
Mitchell, Esq., Allen G. Kadish, Esq., and John W. Weiss, Esq., at
Greenberg Traurig LLP in New York, represent the Debtors as
counsel.  Victoria Counihan, Esq., at Greenburg Traurig LLP in
Wilmington, Delaware, represents the Debtors as Delaware counsel.
Five members compose the official committee of unsecured
creditors.  Pepper Hamilton, LLP, represents the Committee as
counsel.  Epiq Bankruptcy Solutions, LLC, is the Debtors'
balloting, notice, and claims agent.

When the Debtors filed for protection from their creditors, they
listed total assets of $175,714,000 and total debts of
$259,389,000.


THORNBURG MORTGAGE: Judge Clears Sale of Loan-Servicing Portfolio
-----------------------------------------------------------------
Bankruptcy Judge Duncan W. Keir has approved Select Portfolio
Servicing Inc.'s purchase of Thornburg Mortgage Inc.'s $11 billion
mortgage-servicing portfolio, according to ABI.

Select Portfolio, an affiliate of Credit Suisse Group AG, will pay
0.77% of the unpaid principal balances of the mortgages loans,
plus receivables owing on account of servicing advances. The sale
is expected to close by Feb. 26.

Thornburg was servicing 29 securitizations containing mortgages
with outstanding balances aggregating $11.05 billion when it
applied to the judge for authority to conduct the sale.

The trustee was appointed after the U.S. Trustee alleged that the
top two officers formed a new company to carry on Thornburg's
business plan and used Thornburg employees to work on their new
venture.

                    About Thornburg Mortgage Inc.

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).
Thornburg has changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, has been tapped as
counsel.  Orrick, Herrington & Sutcliffe LLP is employed as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., have been tapped as investment
banker and financial advisor.  Protiviti Inc. has also been
engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.

On October 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc. and TMST Hedging
Strategies, Inc.


TIERRA VERDE: Files Schedules of Assets and Liabilities
-------------------------------------------------------
Tierra Verde Marina Holdings, LLC, filed with the Bankruptcy Court
for the Middle District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $12,000,000
  B. Personal Property              $411,095
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $16,948,076
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $145,681
                                 -----------      -----------
        TOTAL                    $12,411,095      $17,093,757

Saint Petersburg, Florida-based Tierra Verde Marina Holdings, LLC,
filed for Chapter 11 bankruptcy protection on January 29, 2010
(Bankr. M.D. Fla. Case No. 10-01993).  Thomas C. Little, Esq., who
has an office in Clearwater, Florida, 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.


TIMOTHY LEE BURRESS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: Timothy Lee Burress
               Sherry Rene Rogers Burress
               58 Climbing Heights
               Canton, NC 28716

Bankruptcy Case No.: 10-10190

Chapter 11 Petition Date: February 19, 2010

Court: United States Bankruptcy Court
       Western District of North Carolina (Asheville)

Judge: George R. Hodges

Debtors' Counsel: Benson T. Pitts, Esq.
                  Pitts, Hay & Hugenschmidt, P.A.
                  137 Biltmore Avenue
                  Asheville, NC 28801
                  Tel: (828) 255-8085
                  Fax: (828) 251-2760
                  Email: ben@phhlawfirm.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 $1,422,430
and total debts of $1,475,018.

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/ncwb10-10190.pdf

The petition was signed by the Joint Debtors.


T.K. HIRAM INVESTMENTS: Case Summary & 1 Largest Unsec. Creditor
----------------------------------------------------------------
Debtor: T. K. Hiram Investments, LLC
        131 Warbler
        Brisbane, CA 94005

Bankruptcy Case No.: 10-30571

Chapter 11 Petition Date: February 19, 2010

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

Debtor's Counsel: James F. Beiden, Esq.
                  Law Offices of James F. Beiden
                  840 Hinckley Rd. #245
                  Burlingame, CA 94010
                  Tel: (650) 697-6100
                  Email: attyjfb@yahoo.com

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

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

According to the schedules, the Company has assets of $1,200,500
and total debts of $108,600.

The Debtor identified Franchise Tax Board with an annual minimum
corporate tax claim for $1,600 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/canb10-30571.pdf

The petition was signed by Randolph W. Magpantay, member of the
Company.


TRIBUNE CO: Wins March 31 Extension of Plan Exclusivity
-------------------------------------------------------
The Bankruptcy Court extended until March 31 Tribune Co.'s
exclusive period to propose a Chapter 11 plan, Bloomberg News
reported.

Tribune asked Bankruptcy Judge Kevin J. Carey to extend their
exclusive periods to file a plan of reorganization through June 8,
2010, and solicit acceptances of that Plan through August 6, 2010.

The Official Committee of Unsecured Creditors supported Tribune's
request for an extension.  Law Debenture Trust Company of New York
also did not lodge an objection, saying that the Debtors should
use the time to either negotiate a fully consensual resolution of
the estates' valuable leveraged buyout claims or formulate a plan
that allows the Debtors to emerge while allowing the LBO-related
claims to be pursued by unconflicted parties in an unfettered
manner.

Holders of approximately $4.6 billion principal amount of
indebtedness arising under the Tribune Company Senior Secured
Credit Agreement, dated as of May 17, 2007 -- Credit Agreement
Lenders -- however, complained that the Debtors provided no new
justification or basis for the requested extension.

"This is hardly the strong evidentiary showing that Court said it
would require before granting a fourth exclusivity extension,"
argued Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware.

According to Mr. Brady, the Debtors fail to confront the fact that
a standalone Subsidiary Debtor plan, which the Credit Agreement
Lenders previously suggested, is the only way to avoid the harm
that the Debtors fear.  Mr. Brady asserted that a subsidiary
Debtor plan would allow the actual operating businesses to exit
bankruptcy in the near future, thereby preserving jobs, removing
the taint of litigation, and enabling the businesses to provide
assurances to their future business partners, customers, employees
and vendors, all while providing trade vendors and other creditors
of the operating companies the ability to receive distributions
now rather than having to wait for resolution of the ill-fated
litigation that certain parent-level creditors are anxious to
bring.

Mr. Brady also said the standalone Subsidiary Debtor plan also
will confine the LBO-related litigation to the parent-level
estate, thus narrowing the issues, facilitating settlement, and
possibly enabling the "surgical" issue-by-issue litigation that
the Debtors suggest.  In short, he noted, the way to prevent
litigation from becoming the central focus of these cases, as the
Debtors fear is to allow the Credit Agreement Lenders to pursue a
plan for the Subsidiary Debtors.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


TRIBUNE CO: Decision on LBO Suit, Examiner Deferred Until April
---------------------------------------------------------------
Bloomberg News reports that Bankruptcy Judge Kevin Carey put off
until April decisions on whether there should be an examiner in
Tribune Co.'s cases or lawsuits to be prosecuted by the Official
Committee of Unsecured Creditors on behalf of the company related
to the leveraged buyout transaction.

                             LBO Suit

The Committee, in its request to file suit, recounted that in
2006, Tribune Company's board of directors began to focus on a
potential recapitalization or transaction with respect to the
Debtors' businesses in response to urging from the Debtors'
largest shareholders.  Despite a failed auction process and a
declining publishing business, Tribune Company nevertheless
approved a LBO transaction in which the Debtors became obligated
on a massive amount of debt and paid billions of dollars to
shareholders to take the Company private, argued Thomas G.
Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware,
special counsel to the Committee.

To finance the LBO, the Committee said the Debtors became
obligated on more than $10 billion in debt under a Senior Credit
Facility and a Bridge Facility.  The LBO debt was not secured
other than through stock pledges, but was made structurally
superior to Tribune Company's preexisting debt -- consisting of
almost $1.3 billion of publicly held non-subordinated debt as well
as trade and contractually subordinated debt -- by obtaining
guarantees of the LBO Debt from many of Tribune Company's
subsidiaries.

The Creditors' Committee believes there is substantial evidence
that:

  (i) the LBO Debt was fraudulently incurred and should be
      avoided;

(ii) the Claims should be equitably subordinated and
      disallowed; and

(iii) related transfers should be avoided and recovered,
      including:

      (a) fees paid relating to the LBO and the Facilities;

      (b) principal and interest repaid on the LBO Debt prior to
          the Petition Date; and

      (c) payment at closing to satisfy preexisting debt.

                     WTC Request for Examiner

Wilmington Trust Co., on behalf of bondholders, asked for an
examiner, saying that it has learned that the Debtors' estates
hold very significant causes of action against multiple
prospective defendants, including current and former members of
the Committee, arising from LBO.  According to Wilmington Trust,
those causes of action include, but are not limited to, claims for
fraudulent conveyance, breach of fiduciary duty and equitable
subordination.

Five parties-in-interest oppose the appointment of a Chapter 11
examiner:

  (a) Debtors
  (b) Official Committee of Unsecured Creditors
  (c) JPMorgan Chase Bank, N.A.
  (d) the Credit Agreement Lenders
  (e) Citicorp North America, Inc. and Citigroup Global Markets
      Inc.

According to the Debtors, the examiner-conducted investigation
Wilmington Trust seeks would be entirely duplicative of what has
already been done over the course of nearly a year.  The Debtors
believe no benefit would be conferred by that redundant and costly
exercise, and no reasonable argument can be, or has been, made
that the massive review and analysis undertaken to date by the
Debtors, the Creditors' Committee, and other creditors has been
deficient so that an entirely new review by an examiner is
warranted.

The Committee also believes no cause for the appointment of an
examiner exists.  The Committee maintains that if the Court
determines that an examiner is required, the Court has ample
authority to narrowly circumscribe the scope, duration and expense
of any examiner's investigation to prevent waste and a duplication
of the work already completed and being done by it.

JPMorgan has told the Court that, recognizing the importance of an
independent investigation, it has from the outset recused itself
from participation in the Committee's investigations of the June
2007 tender offer or December 2007 merger transaction.

"As the largest unsecured creditor at the time the Debtors filed
the [bankruptcy] petition, JPMorgan's appointment to the UCC by
the Office of the United States Trustee was entirely justified and
appropriate," says Dennis E. Glazer, Esq., at Davis Polk &
Wardwell LLP, in Wilmington, Delaware.

The Credit Agreement Lenders argued that if the Court determines
to appoint an examiner, it can and should limit the scope and
duration of the investigation so as to minimize the expense,
delay, and disruption that inexorably will follow from the
insertion of an examiner into these proceedings at this late date.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No.
08-13141).  The Debtors proposed Sidley Austion LLP as their
counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware
counsel; Lazard Ltd. and Alvarez & Marsal North Americal LLC as
financial advisors; and Epiq Bankruptcy Solutions LLC as claims
agent.  As of Dec. 8, 2008, the Debtors have $7,604,195,000 in
total assets and $12,972,541,148 in total debts.

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


UNITED SITE: Moody's Withdraws 'Caa3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service withdrew its ratings on United Site
Services, Inc.  The ratings have been withdrawn because Moody's
believes it lacks adequate financial information to maintain a
rating.  Please refer to Moody's Withdrawal Policy on moodys.com.

These ratings were withdrawn:

  -- Corporate Family Rating at Caa3;

  -- Probability-of-Default Rating at Ca/LD;

  -- $265 million senior secured second lien term loan due 2013 at
     C (LGD5, 77%);

  -- $100 million senior secured first lien revolving credit
     facility due 2012 at B2 (LGD1, 6%).

The last rating action was on November 18, 2009, when Moody's
lowered USS's probability-of-default rating to Ca/LD from Caa3 and
the second lien term loan rating to C from Caa3.  Moody's also
affirmed the Caa3 corporate family rating and the B2 rating on the
first lien revolving credit facility.

United Site Services, Inc., headquartered in Westborough, MA,
rents and services a comprehensive line of portable restrooms,
temporary fencing, temporary electric equipment and storage
containers to a broad range of customers.


UNIVERSAL ENERGY: Incurs $8.2-Mil. Net Loss in Q3 Ended Dec. 31
---------------------------------------------------------------
Universal Energy Corp. reported a net loss of $8,215,044 on net
revenue of $72,981 for the three months ended September 30, 2009,
compared to a net loss of $3,920,058 on net revenue of $237,916
for the same period of 2008.

The Company reported a net loss of $11,383,021 on net revenue of
$330,150 for the nine months ended September 30, 2009, compared to
a net loss of $386,880 on net revenue of $533,215 for the same
period in the prior year.

General and administrative expenses have increased approximately
$5,610,500 and $5,213,200 in the three and nine month periods
ended September 30, 2009, compared to the same periods in the
prior year.   This increase is due to stock-based compensation
awards during 2009.

Other income (expense) was ($1,861,378) and ($3,464,934) for the
three and nine months ended September 30, 2009, respectively.
Other income (expense) was ($3,261,141) and $1,654,027 for the
three and nine months ended September 30, 2008, respectively.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed $1,266,549 in total assets and $2,353,104 in total
liabilities, resulting in a $1,086,555 shareholders' deficit.

The Company's consolidated balance sheets at September 30, 2009,
also showed strained liquidity with $43,102 in total current
assets available to pay $2,344,163 in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?53b9

                       Going Concern Doubt

The Company has significant losses from operations, negative cash
flows from operations, a substantial stockholders' deficit and
current liabilities which exceed current assets.  The Company may
not be able to continue as a going concern and fund cash
requirements for operations through the next 12 months with
current cash reserves.  Notwithstanding success in raising
capital, there continues to be substantial doubt about the
Company's ability to continue as a going concern.

                      About Universal Energy

Based in Lake Mary, Florida, Universal Energy Corp. (OTC: UVSE)
--  http://www.universalenergycorp.info/-- together with its
subsidiaries, engages in the acquisition and development of crude
oil and natural gas leases in the United States and Canada.  The
Company was founded in 2002.


USEC INC: Modifies Pact with Energy Dept. on Financing Milestone
----------------------------------------------------------------
USEC Inc. and the United States Department of Energy entered into
an amendment to the Agreement dated June 17, 2002, between DOE and
USEC, as amended.  The Amendment revises a milestone under the
2002 Agreement relating to the financing of the Company's American
Centrifuge uranium enrichment plant in Piketon, Ohio.

The 2002 Agreement provides that USEC will develop, demonstrate
and deploy the American Centrifuge technology in accordance with
15 milestones.  Four milestones remain relating to the financing
and operation of the American Centrifuge Plant.  In early August
2009, DOE and USEC announced an agreement to delay a final review
of USEC's loan guarantee application to build the American
Centrifuge Plant and USEC began demobilization of the American
Centrifuge project.  As a result, USEC requested a modification to
the 2002 Agreement to extend the remaining milestones under the
2002 Agreement.  USEC and DOE have agreed to the following
modifications to the 2002 Agreement, as more fully described in
the Amendment:

   * The November 2009 milestone of "secure firm financing
     commitment(s) for the construction of the commercial American
     Centrifuge Plant with an annual capacity of approximately
     3.5 million separative work units per year" is extended by
     one year to November 2010;

   * DOE and USEC agree to discuss adjustment of the remaining
     three milestones as may be appropriate based on, among other
     things, progress in achieving the Financing Milestone and the
     technical progress of the program. The remaining three
     milestones are: August 2010 -- begin commercial American
     Centrifuge Plant operations; November 2011 -- commercial
     American Centrifuge Plant annual capacity at 1 million SWU
     per year; and May 2013 -- commercial American Centrifuge
     Plant annual capacity of approximately 3.5 million SWU per
     year; and

   * DOE and USEC acknowledged that no part of the 2002
     Agreement, including the milestones for the American
     Centrifuge Plant, is dependent on the issuance by DOE of a
     loan guarantee to USEC.

However, USEC has communicated to DOE that obtaining a timely
commitment and funding for a loan guarantee from DOE is necessary
in order for USEC to meet the remaining four milestones and
complete the American Centrifuge Plant.

A full-text copy of the amended agreement is available for free
at http://ResearchArchives.com/t/s?50a9

                          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.


VERMONT HOUSING: S&P Downgrades Rating on Housing Bonds to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its underlying rating
on Vermont Housing Finance Agency's single-family housing bonds by
three notches to 'BB+' from 'BBB+', and removed the rating on the
bonds from CreditWatch with negative implications.  The outlook is
stable.

The downgrade reflects S&P's opinion as to insufficient resolution
reserves and agency operating funds to cover Standard & Poor's
increased projected credit losses on the mortgage portfolio for a
small state economy; the ongoing ratings deterioration of VHFA's
primary private mortgage insurers, including Mortgage Guaranty
Insurance Corp. ('B+/Watch Neg') and PMI Mortgage Insurance Co.
('B+'); and additional counterparty risk reflecting stresses on
the consolidated cash flow position of the resolution due to
various guaranteed investment contracts in which bonds proceeds
are invested with Bayerische Landesbank GUARANTEED.

These trends are mitigated by S&P's view of continued strong
underwriting and servicing guidelines by VHFA; a strong mortgage
portfolio with relatively low levels of delinquency and
foreclosure rates despite gradual increases since the third
quarter of 2008; historically low levels of foreclosure losses
within the single-family resolution; and successful securitization
through Freddie Mac of approximately $35 million in loans.

"Although S&P's revised SPUR reflects its view as to a diminished
capacity of the bonds to withstand any worsening of economic or
business conditions, S&P believes the continued performance of the
underlying mortgage collateral mitigates the potential for any
additional downward pressure on its rating," said Standard &
Poor's credit analyst Edward Ubiera.

The agency first issued single-family bonds under this resolution
in 1990, but has not actively issued since 2007.  As of Dec. 31,
2009, there was approximately $346.2 million in loans outstanding
and $416 million in bonds outstanding.


VINEYARD NATIONAL: Has $1.8 Million Cash at January 10
------------------------------------------------------
Vineyard National Bancorp filed an unaudited report for the month
of January 2010 with the United States Department of Justice
Office of the United States Trustee Central District of
California, disclosing ending balance of $1,801,853 as the month
ended January 10, 2010.

A full-text copy of the company's monthly report is available for
free at http://ResearchArchives.com/t/s?53af

                      About Vineyard National

Vineyard National Bancorp (NASDAQ: VNBC) (AMEX: VXC.PR.D) --
http://www.vineyardbank.com/-- was the financial holding company,
which provides a variety of lending and depository services to
businesses and individuals through its wholly owned subsidiary,
Vineyard Bank, National Association.

Vineyard Bank was closed July 17 by regulators, which appointed
the Federal Deposit Insurance Corporation as receiver.  To protect
the depositors, the FDIC entered into a purchase and assumption
agreement with California Bank & Trust, San Diego, California, to
assume all of the deposits of Vineyard Bank, N.A., excluding those
from brokers.

As of March 31, 2009, Vineyard Bank, N.A., had total assets of
$1.9 billion and total deposits of approximately $1.6 billion.  In
addition to assuming all of the deposits of the failed bank,
California Bank & Trust agreed to purchase approximately
$1.8 billion of assets.  The FDIC will retain the remaining assets
for later disposition.  California Bank & Trust purchased all
deposits, except about $134 million in brokered deposits, held by
Vineyard Bank, N.A.

Vineyard National Bancorp filed for Chapter 11 on June 21, 2009
(Bankr. C.D. Calif. Case No. 09-26401).


VION PHARMACEUTICALS: Files Liquidating Plan
--------------------------------------------
Bill Rochelle at Bloomberg News reports that Vion Pharmaceuticals
Inc. concluded that a sale of the business was unlikely and filed
a Chapter 11 plan on Feb. 16 to liquidate its assets and
distribute available cash to unsecured creditors.  The proposed
disclosure statement projects that unsecured creditors owed a
total of $69.2 million should recover between 13% and 17%.  The
Company has no secured debt.

New Haven, Connecticut-based Vion Pharmaceuticals Inc. is a
developer of cancer drug therapies.  Vion Pharmaceuticals filed
for Chapter 11 bankruptcy protection on December 17, 2009 (Bankr.
D. Del. Case No. 09-14429).  Christopher M. Samis, Esq., and John
Henry Knight, Esq., at Richards, Layton & Finger, P.A., assist the
Company in its restructuring effort.  Roth Capital Partners, LLC,
assisted the Debtor with the sale of all or key assets during the
Chapter 11 proceeding.  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


VISTEON CORP: Concedes to Appointment of Fee Examiner
-----------------------------------------------------
BankruptcyData reports that Visteon filed with the U.S. Bankruptcy
Court a letter regarding the appointment of a fee examiner.

Among other things, the letter states, "After consideration of
potential fee review mechanisms, including the retention of an
outside fee auditor, the parties have concluded that a fee review
committee offers a number of advantages to the Debtors' estates.
Unlike a fee auditor, a fee review committee consisting of a
representative from the Debtors, the Committee, and the U.S.
Trustee's office would have strong institutional knowledge of
these cases and would be uniquely qualified to assess the
reasonableness and necessity of fees and expenses requested by
professionals.  Indeed, the Debtors and Committee-members of the
fee review committee have a direct economic stake in the efficient
resolution of these cases and the management and reduction of
administrative expenses.  The Judicial Conference Committee Report
on Large Chapter 11 Cases has noted that a fee review committee is
beneficial to the efficient administration of a chapter 11 case
because the committee can do a great deal of work behind the
scenes to pare down fee applications before they are submitted to
the court . . .  The Debtors plan to shortly fie an order under
certification of counsel authorizing appointment of the fee review
committee and approving related procedures that would provide a
framework for the review of fee applications by the fee review
committee.  While the Committee has agreed to the procedures
proposed by the Debtors, the U.S. Trustee needs additional time to
consider and comment upon the procedures.  The proposed procedures
will expressly incorporate the standards set forth in Rule 2016 of
the Local Rules of Bankruptcy Practice and Procedure of the United
States Bankruptcy Court for the District of Delaware and the U.S.
Trustee Guidelines for Reviewing Applications for Compensation,
dated May 17, 1996.  We respectfully offer this suggestion for
your consideration."

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: U.S. Trustee Objects to Insider Payment Plan
-----------------------------------------------------------
ABI reports that acting U.S. Trustee Roberta DeAngelis said in a
court filing on Tuesday that Visteon Corp. should not be allowed
to pay up to $5.9 million to 12 corporate insiders as part of its
incentive program.

Visteon Corp. and its units have sought the Court's authority to
implement, in the ordinary course, their 2010 annual incentive
plan.  The 2010 Annual Incentive Plan is designed to motivate and
incentivize approximately 1,300 eligible employees for the
achievement of a challenging adjusted EBITDA targets in March
2011.  The Plan incentivizes employees only for the achievement of
a financial performance target, which is a direct barometer for
the success of Visteon's business.

For eligible employees to meet the 2010 Annual Incentive Plan's
target metric and earn a 100% bonus payout, the Debtors must have
an adjusted EBITDA of $428 million in 2010.  As to the AIP awards:

  * Target awards range from 8% to 115% of an employee's base
    salary, with a target aggregate payout of approximately
    $23.6 million, about $3.9 million of which would be paid to
    "insider" employees.

  * Maximum awards, payable if the Debtors achieve an adjusted
    EBITDA of $528 million, range from 12% to 172.5% of base
    salary, with a maximum aggregate payout of approximately
    $35.4 million, about $5.9 million of which would be paid to
    "insider" employees.

For participants to be eligible to receive any bonus payout, the
Debtors must satisfy a threshold adjusted EBITDA of $328 million
in 2010; in that case, target awards range from 2% to 28.75% of
base salary, with an aggregate payout of $5.9 million, of which
$1.0 million of the amount would be payable to "insider"
employees.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VYTERIS INC: Board Names Eugene Bauer as Chairman
-------------------------------------------------
Vyteris Inc.'s board of directors selected Eugene A. Bauer, M.D.,
as its director and chairman of the board of directors of Vyteris
Inc.

Dr. Bauer is the President and Chief Medical Officer of Peplin
Inc., the US-based subsidiary of LEO Pharma, and was a co-founder
of Connetics, a publicly-traded biotechnology company that was
acquired by Stiefel Laboratories in 2006.  He is a former Dean of
the School of Medicine at Stanford University.  Dr. Bauer was
previously Chief Executive Officer of Neosil Inc., which was
acquired by Peplin in 2008.

Dr. Bauer is Lucy Becker Professor, Emeritus, in the School of
Medicine at Stanford University, a position he has held since
2002.  He served as Vice President for Medical Affairs and Dean of
the Stanford University School of Medicine from 1995 to 2001 and
served as Chair of the Department of Dermatology at the Stanford
University School of Medicine from 1988 to 1995.

During his tenure as department chair, Dr. Bauer also served as
Program Director of the Stanford University General Clinical
Research Center), where he oversaw the federal and industry-
sponsored research carried out in the GCRC.  In addition, Dr.
Bauer is a member of the board of directors of Medgenics, Inc.,
Arbor Vita Corp., Patient Safety Technologies, Inc., and MediSync
Bioservices.

There were no arrangements between Dr. Bauer and any third
persons, pursuant to which he was selected as a Director.  There
has been no determination as to which Board Committees, if any,
Dr. Bauer will be appointed.  In connection with his appointment,
Dr. Bauer is granted 727,549 options to purchase common stock of
the Company, which vest quarterly over two years.  Dr. Bauer will
receive other compensation as set forth in the Company's Outside
Director Plans.

                          Going Concern

At September 30, 2009, the Company had total assets of $1,052,829
against total liabilities of $33,793,157, resulting in
stockholders' deficit of $32,740,328.

"There is substantial doubt about our ability to continue as a
going concern. We have implemented severe cost reduction measures,
including headcount reductions, abandoning our leased facility at
17-01 Pollitt Drive, Fair Lawn, NJ and reducing the level of
effort spent on research and development programs, other than our
female infertility treatment," the Company said in its Form 10-Q
filing for the September 30, 2009 quarterly period.

The Company raised $2.8 million through a loan from Ferring in
July 2008 and December 2008, $2.5 million of which was satisfied
in March 2009, through application of the Phase II milestone
payment otherwise due by Ferring to Vyteris, and the balance was
paid off with proceeds from the March 2009 sale by Vyteris to
Ferring of the PMK 150 patch manufacturing machine.

A significant portion of the Company's indebtedness will become
due in June 2010. In the current economic climate, the Company
said it is likely that additional funding will not be available on
favorable terms if available at all.  "Failure to obtain such
financing will require management to substantially curtail or
fairly possibly to completely shut down operations and liquidate
our assets or file for bankruptcy protection.  In the event that
we do raise additional capital through a borrowing, the covenants
associated with existing debt instruments may impose substantial
impediments on us," the Company said.

"Our current funding arrangement with Ferring does not provide for
payment of our past due accounts payable.  As our past due
payables continue to increase and creditors making claims against
us increase, we are under further pressure to resolve issues with
our trade creditors or face time consuming and costly litigation
and settlements.  Unless we are able to raise sufficient capital
to fund payment of those past due amounts, we may be forced to
consider extraordinary measures such as bankruptcy," the Company
said.

                       About Vyteris Inc.

Vyteris Inc. -- http://www.vyteris.com/-- has developed and
produced the first FDA-approved electronically controlled
transdermal drug delivery system that delivers drugs through the
skin comfortably, without needles.  This platform technology can
be used to administer a wide variety of therapeutics either
directly into the skin or into the bloodstream.  Vyteris Inc.
holds roughly 50 U.S. patents and over 70 foreign patents relating
to the delivery of drugs across the skin using an electronically
controlled "Smart Patch" device.


WE THE PEOPLE: Poor Profits, Bad Deal Blamed for Bankruptcy
-----------------------------------------------------------
We The People USA, Inc., and its affiliate, We The People LLC,
filed for chapter 11 bankruptcy protection on February 19, 2010,
before the U.S. Bankruptcy Court for the District of Delaware.
The companies are subsidiaries of Dollar Financial Group, Inc.

We The People USA is represented by law firm Pinckney, Harris &
Weidinger, LLC and financial advisor Executive Sounding Board
Associates Inc.

According to netDockets, the Debtors blamed their lack of
profitability and the dramatic decrease in the number of
franchises on two factors:

     -- An ill-fated 2005 acquisition, and

     -- Overwhelming defense and legal costs resulting from
        "litigation initiated by certain past and present
        franchisees and customers of franchisees."

netDockets says the Debtors' strategy for their Chapter 11 cases
is somewhat unclear from the pleadings, as the Debtors are seeking
a small amount of DIP financing from parent Dollar Financial
Group, to preserve "the Debtors' ability to restructure or to
provide an orderly wind-down for franchisees and their customers."
The pleadings also disclose that Dollar Financial Group is already
owed $38 million by the Debtors as a result of pre-bankruptcy
unsecured intercompany loans.

The Debtors have asked the Court to set May 14, 2010, as deadline
for creditors to file proofs of claim on account of prepetition
debts.

netDockets notes that while the companies apparently had $24
million in sales and 138 franchised locations in 2006, there are
only eight remaining franchises and the companies lost $2.4
million on only $1.4 million in revenue in 2009.  By the end of
2009, operating revenues were less than $15,000 per month.

According to netDockets, the remaining franchise locations, as of
Friday, are:

     -- 2722 S. Brentwood Blvd., Brentwood, MO 63144
     -- 219 W. 14th St., New York, NY 10011
     -- 1797-A Westchester Avenue, Bronx, NY 10472
     -- 112 West Main Street, Riverhead, NY 11901
     -- 4885 South Redwood Rd., Taylorsville, UT 84123
     -- 6519 Magnolia Ave., Riverside, CA 92506
     -- 9030 Foothill Blvd., Ste. 112, Rancho Cucamonga, CA 91730
     -- 22551 Foothill Blvd., Hayward, CA 94541

We The People -- http://www.wethepeopleusa.com/-- is a national
system of Legal Document Preparation stores and has been in
existence for over 20 years.  We The People helps consumers
represent themselves (pro se litigation) in uncontested legal
matters by preparing/typing the necessary legal documents to court
standards.  By doing it themselves, consumers usually save 50%-70%
of the typical fees and costs.

We The People serves customers who cannot afford the high cost of
attorney fees, as well as those who can -- and simply choose not
to.  The company offers more than 50 common legal documents,
including divorce, living trusts and incorporation.


WILLIAM HAINES: U.S. Trustee Unable to Form Creditors Committee
---------------------------------------------------------------
Daniel M. McDermott, the U.S. Trustee for Region 9, notified the
U.S. Bankruptcy Court for the Northern District of Ohio that he
was unable to appoint an official committee of unsecured creditors
in the Chapter 11 case of William K. Haines, Jr., and Nancy J.
Haines.

The U.S. Trustee related that there were an insufficient number of
creditors willing to serve on the committee.

Massillon, Ohio-based William K. Haines, Jr. aka Bill Haines and
Nancy J. Haines filed for Chapter 11 on December 16, 2009 (Bankr.
N.D. OH Case No. 09-65171).  Anthony J. DeGirolamo, Esq., assist
the Debtors in their restructuring efforts.  In their petition,
the Debtors listed assets and debts both ranging from $10,000,001
to $50,000,000.


WORLDSPACE INC: Citadel Advisors Owns 9.98% of Common Stock
-----------------------------------------------------------
Citadel Advisors LLC, et al., disclosed that as of December 31,
2009, they may be deemed to beneficially own shares of WorldSpace
Inc.'s common stock, $0.01 par value per share:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Citadel Advisors LLC                    4,744,570      9.98%
Citadel Holdings II LP                  4,744,570      9.98%
Citadel Equity Fund Ltd.                4,744,570      9.98%
Citadel Investment Group II, L.L.C      4,751,624      9.99%
Denneth Griffin                         4,751,624      9.99%

Citadel Advisors is the investment manager for Citadel Equity
Fund.  Citadel Holdings II LP is managing member of Citadel
Advisors.  Citadel Investment Group II is the general partner of
Citadel Holdings I and Citadel Holdings II.  Mr. Griffin is the
President and Chief Executive Officer of, and owns a controlling
interest in, Citadel Investment Group II.

The CUSIP number of the Common Stock is 981579105.

The percentages reported in this Schedule 13G/A are based upon
47,563,801 shares of Common Stock outstanding (composed of (i)
42,819,231 shares of Common Stock outstanding as of August 13,
2008, as reported in the Form 10-Q filed on August 14, 2008, plus
(ii) warrants to purchase 5,014,574 shares of Common Stock, which
are presently convertible into a maximum of 4,744,570 shares of
Common Stock).  Pursuant to the terms of the warrants, in no event
shall the holder of the warrants be entitled to exercise any
portion of such warrants for any number of shares that, upon
giving effect to such exercise, would cause the aggregate number
of shares of Common Stock owned by the Reporting Persons to exceed
9.99% of the outstanding shares of Common Stock immediately after
giving effect to such exercise.

A full-text copy of Citadel Advisors LLC's amended Schedule 13G is
available for free at http://researcharchives.com/t/s?540d

                      About WorldSpace Inc.

WorldSpace, Inc. (WRSPQ.PK) -- http://www.1worldspace.com/--
provides satellite-based radio and data broadcasting services to
paying subscribers in 10 countries throughout Europe, India, the
Middle East, and Africa.  1worldspace(TM) satellites cover two-
thirds of the earth and enable the Company to offer a wide range
of services for enterprises and governments globally, including
distance learning, alert delivery, data delivery, and disaster
readiness and response systems.  1worldspace(TM) is a pioneer of
satellite-based digital radio services.

The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on October 17, 2008 (Bankr. D. Del., Case
No. 08-12412 - 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.  Neil Raymond
Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at
Elliot Greenleaf, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for bankruptcy, they listed
total assets of $307,382,000 and total debts of $2,122,904,000.


YOUNOSZAI & ASSOCIATES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Younoszai & Associates, LLC
        7402 Covered Cove Way
        Prospect, KY 40059

Bankruptcy Case No.: 10-30829

Chapter 11 Petition Date: February 19, 2010

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: Neil Charles Bordy, Esq.
                  Seiller Waterman LLC
                  2200 Meidinger Tower
                  462 S 4th Street
                  Louisville, KY 40202
                  Tel: (502) 584-7400
                  Email: bordy@derbycitylaw.com

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

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

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

The petition was signed by Mohamed Kabir Younoszai, managing
member of the Company.


YRC WORLDWIDE: Stockholders Okay Changes to Increase Common Stock
-----------------------------------------------------------------
YRC Worldwide Inc.'s stockholders have approved an amendment to
its certificate of incorporation to immediately increase the
amount of authorized shares of common stock and to reduce the par
value of the common stock.

The stockholders also authorized the Company's board of directors
to effect a reverse stock split and to proportionately reduce the
number of authorized shares of common stock at their discretion at
a future date which is expected to occur in the first half of this
year, as previously described in the company's filings with the
Securities and Exchange Commission in connection with its recently
completed debt-for-equity exchange.

"This stockholder approval satisfies an important condition to
closing of our recently announced agreement for a private
placement of $70 million in new convertible notes," stated Bill
Zollars, Chairman and CEO of YRC Worldwide.  "We thank our
stockholders for their support."

The company plans to promptly file the amended certificate of
incorporation with the State of Delaware to make the amendment
effective.  Upon its effectiveness the Company's transfer agent
will issue common stock to convert the outstanding preferred stock
issued in the debt-for equity exchange and the newly issued common
stock will be eligible to begin trading on the NASDAQ exchange.

Under the terms of that note purchase agreement the company's
board of directors would not implement the reverse stock split and
the proportionate reduction in the number of authorized shares of
common stock within sixty days following the first closing of the
new notes transaction.

The Company's stockholders approved these proposals:

   * amendment to the Company's Certificate of Incorporation to
     reduce the par value of the Company's common stock from $1.00
     to $0.01; and increase the number of authorized shares from
     125,000,000 shares to 2,005,000,000 shares of which 5,000,000
     shares shall be preferred stock, par value $1.00 per share,
     and 2,000,000,000 shares shall be common stock, par value
     $0.01 per share;

   * amendment to the Company's Certificate of Incorporation to
     effect a reverse stock split of the Company's common stock
     following the effectiveness of the par value reduction and
     the authorized share increase described in Proposal No. 1
     above, at a ratio that will be determined by the Company's
     board of directors and that will be within a range of one-to-
     five to one-for-25; and reduce the number of authorized
     shares of the Company's common stock by the reverse split
     ratio; and

   * possible adjournment of the special meeting, if necessary, to
     solicit additional proxies, if there were not sufficient
     votes at the time of the special meeting to approve Proposal
     No. 1 or Proposal No. 2.

                        About YRC Worldwide

YRC Worldwide Inc., a Fortune 500 company headquartered in
Overland Park, Kan., -- http://yrcw.com/-- is one of the largest
transportation service providers in the world and the holding
company for a portfolio of successful brands including YRC, YRC
Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland and
Reddaway.  YRC Worldwide has the largest, most comprehensive
network in North America with local, regional, national and
international capabilities.  Through its team of experienced
service professionals, YRC Worldwide offers industry-leading
expertise in heavyweight shipments and flexible supply chain
solutions, ensuring customers can ship industrial, commercial and
retail goods with confidence.

At September 30, 2009, the Company had $3.281 billion in total
assets against total current liabilities of $1.687 billion, long-
term debt, less current portion of $892.0 million, deferred
income taxes, net of $131.4 million, pension and post retirement
of $384.9 million, and claims and other liabilities of
$410.2 million, resulting in shareholders' deficit of
$225.5 million.


ZENITH NATIONAL: Fairfax Merger Cues Fitch's Negative Watch
-----------------------------------------------------------
Fitch Ratings has placed the ratings of Zenith National Insurance
Corp. on Rating Watch Negative following the company's recently
announced merger with Fairfax Financial Holdings Limited.

The proposed acquisition includes a cash consideration of $38.00
per share, which represents a 31.4% premium over Zenith's closing
price on Feb. 17, 2010.  Fairfax currently owns about 8% of
Zenith.

While Fitch expects Zenith's operations to be minimally affected
by the acquisition under Fairfax's decentralized management
approach (as management is expected to remain in place),
investment management will be centralized at Fairfax.

The Rating Watch reflects Fitch's concerns regarding Fairfax's
more opportunistic investment philosophy, as Fitch expects a
gradual migration toward a riskier investment profile for Zenith,
which the agency currently views as conservative.  Zenith has a
modest 3% allocation to equities with 90% of its fixed income
portfolio comprised of investment grade bonds.  Fairfax
subsidiaries have larger allocations to equities and while this
could potentially bode well for long-term performance, it also
introduces increased volatility and risk to the balance sheet.

Additionally, Zenith continues to face headwinds in the workers
compensation market primarily due to recessionary pressures.
Declining payrolls and high unemployment puts downward pressure on
premiums, which in turn, leads to a higher expense ratio.  While
Zenith has implemented various rate increases, Fitch expects the
recessionary pressure on premiums to persist in 2010, thus leading
to potential underwriting losses.  Zenith continues to exercise
underwriting discipline during the cycle, which Fitch views
favorably.

Fitch expects to resolve the Negative Rating Watch upon the close
of the transaction in the second quarter of 2010 following a
review of Zenith's capitalization and risk profile and giving
consideration to an expected investment portfolio shift under
Fairfax's ownership coupled with a more challenging near-term
operating environment.

Zenith reported a 112.4% combined ratio in 2009 compared with 86%
in the prior year.  The deterioration reflects lower favorable
reserve development and an increase in the company's expense ratio
and accident-year loss ratio.

Zenith's current ratings reflect solid capitalization, strong
underwriting results, conservative reserving practices, and a
strong balance sheet with low financial leverage and high-quality
investment assets.

Fitch currently rates Zenith and subsidiaries and has placed these
ratings on Watch Negative:

Zenith National Insurance Corp.

  -- Issuer Default Rating 'BBB+'.

Zenith National Insurance Capital Trust I

  -- $58.5 million 8.55% trust preferred securities due Aug.  1,
     2028 'BB+'.

Zenith's insurance subsidiaries:

Zenith Insurance Company
ZNAT Insurance Company

  -- Insurer Financial Strength rating 'A'.


ZENITH NATIONAL: Fitch Affirms 'Ba1' Rating on Subordinated Bonds
-----------------------------------------------------------------
Moody's Investors Service announced that it has affirmed the
ratings of Zenith National Insurance Corp. following the
announcement of the planned acquisition of 100% of Zenith by
Fairfax Financial Holdings Limited.  Moody's rates Zenith's
subordinated debentures Ba1 and its operating subsidiaries A3 for
insurance financial strength.  The outlook on Zenith's ratings
remains stable.

The proposed acquisition, which involves total consideration of
approximately $1.4 billion, is subject to various regulatory and
shareholder approvals and is expected to close in the second
quarter of this year.

Moody's VP-Senior Credit Officer Pano Karambelas said, "The rating
affirmation of Zenith reflects Moody's expectation that, post
acquisition, the company will continue to operate its California
workers' compensation focused underwriting business on a
standalone basis.  Although Zenith's financial flexibility will
reflect Fairfax's more aggressive financial leverage profile, this
is mitigated by Moody's expectation that Zenith will benefit from
being part of the larger and more diversified operating group."

The rating agency said that Zenith's results continue to reflect
the challenges of a soft underwriting cycle and the impact of
difficult economic conditions.  The 2009 calendar year combined
ratio for workers' compensation was 112% compared to 68% the prior
year.  The change was due largely to a reduction of prior-year
reserve redundancies and a 7 point increase in the 2009 accident
year loss ratio.

Moody's ratings on Zenith contemplate an expectation that
underwriting margins will reflect substantial peak-to-trough
variability across the cycle.  The company has continued to scale
back in-force business in step with the soft cycle in California
workers' compensation, though recessionary conditions in the
state, particularly reduced employer payrolls, has also had a
significant impact on premium volume.  Moody's expects that
Fairfax will manage Zenith's risk adjusted capitalization
appropriately and that the support and greater financial resources
of Fairfax will benefit Zenith over the cycle.

The rating agency said Zenith's ratings reflect the company's
track record of underwriting discipline in its chosen niche
whereby the company grows when pricing is favorable and shrinks in
a weak pricing environment, and a historically conservative
financial profile, particularly strong asset quality and low
financial leverage.  Tempering these credit strengths are Zenith's
concentration in a single historically volatile line of business -
- workers' compensation primarily in CA and FL -- which heighten
its exposure to regulatory risk and to competition within those
two states.  The long-term impact of recent legislation in
California is still largely unknown making reserving and pricing
more complex, but the reforms appear to have reduced costs and
fraudulent abuse.  In addition, Zenith's focus on workers'
compensation exposes the company to both man-made and natural
catastrophes.

Zenith is a California-based workers' compensation insurer that
specializes in insuring small and medium-sized businesses.  Zenith
writes around 80% of its business in the states of California and
Florida, with the majority in California.  For 2009, the company
reported net income of $34 compared to $95 million in 2008.
Shareholder's equity was $1.06 billion at December 31, 2009.

Moody's last rating action on Zenith was on March 31, 2006, when
the rating agency upgraded the senior debt rating of Zenith
National Insurance Corp to Baa3 from Ba1 and the insurance
financial strength ratings of Zenith's insurance subsidiaries to
A3 from Baa1.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                                        Total
                                            Total      Share-
                                Total     Working    Holders'
                               Assets     Capital      Equity
Company          Ticker        ($MM)       ($MM)       ($MM)
-------          ------       ------     -------    --------
ACCO BRANDS CORP   ABD US     1,078.00      217.20     (102.90)
ADVANCED BIOMEDI   ABMT US        0.15       (1.24)      (1.16)
AFC ENTERPRISES    AFCE US      115.70       (0.30)     (22.90)
AFFYMAX INC        AFFY US      144.93        7.14       (2.73)
AGA MEDICAL HOLD   AGAM US      332.79       28.51      (47.64)
AMER AXLE & MFG    AXL US     1,986.80       71.10     (559.90)
AMERICAS ENERGY    AENY US        0.60        0.59       (0.01)
AMR CORP           AMR US    25,754.00   (1,448.00)  (2,859.00)
ARTIO GLOBAL INV   ART US       280.40         -        (33.37)
ARTIO GLOBAL INV   A1I GR       280.40         -        (33.37)
ARVINMERITOR INC   ARM US     2,499.00       98.00   (1,112.00)
AUTOZONE INC       AZO US     5,385.82     (186.44)    (483.96)
BLOUNT INTL        BLT US       487.85       29.49      (22.15)
BLUEKNIGHT ENERG   BKEP US      316.83       (4.27)    (133.64)
BOARDWALK REAL E   BEI-U CN   2,405.68         -        (36.79)
BOARDWALK REAL E   BOWFF US   2,405.68         -        (36.79)
CABLEVISION SYS    CVC US    10,128.00     (111.68)  (5,193.36)
CARDTRONICS INC    CATM US      460.40      (47.34)      (1.29)
CENTENNIAL COMM    CYCL US    1,480.90      (52.08)    (925.89)
CENVEO INC         CVO US     1,601.19      203.42     (178.97)
CHENIERE ENERGY    CQP US     1,918.95       28.24     (472.03)
CHOICE HOTELS      CHH US       340.04       (3.94)    (114.21)
CINCINNATI BELL    CBB US     2,011.20       22.00     (614.00)
CONEXANT SYS       CNXT US      273.75       65.77      (66.65)
CYTORI THERAPEUT   CYTX US       25.00       11.37       (1.42)
DELCATH SYSTEMS    DCTH US        6.77       (4.98)      (4.94)
DEXCOM             DXCM US       53.96       25.84       (9.10)
DISH NETWORK-A     DISH US    8,658.74      710.57   (1,381.37)
DOMINO'S PIZZA     DPZ US       443.74      106.68   (1,350.12)
DUN & BRADSTREET   DNB US     1,600.30     (181.70)    (720.30)
DYAX CORP          DYAX US       51.59       23.57      (49.20)
ENERGY COMPOSITE   ENCC US         -         (0.01)      (0.01)
EPICEPT CORP       EPCT SS       11.96        5.79       (5.16)
EXELIXIS INC       EXEL US      421.10       91.53     (142.77)
EXTENDICARE REAL   EXE-U CN   1,655.19      126.26      (47.76)
FORD MOTOR CO      F US     205,896.00   (9,751.00)  (7,270.00)
FORD MOTOR CO      F BB     205,896.00   (9,751.00)  (7,270.00)
GENCORP INC        GY US        935.70      111.20     (289.10)
GLG PARTNERS-UTS   GLG/U US     466.58      168.33     (277.14)
GRAHAM PACKAGING   GRM US     2,067.56      243.77     (869.60)
GREAT ATLA & PAC   GAP US     3,025.43      248.68     (358.47)
HEALTHSOUTH CORP   HLS US     1,754.40       35.90     (534.50)
HOVNANIAN ENT-A    HOV US     2,024.58    1,261.10     (316.31)
IMS HEALTH INC     RX US      2,110.52      230.86      (42.68)
INCYTE CORP        INCY US      472.82      358.38     (199.36)
INTERMUNE INC      ITMN US      157.15       92.82      (83.36)
IPCS INC           IPCS US      559.20       72.11      (33.02)
JAZZ PHARMACEUTI   JAZZ US      102.17       (8.97)     (82.44)
JUST ENERGY INCO   JE-U CN    1,387.06     (386.96)    (356.53)
KNOLOGY INC        KNOL US      643.99       20.90      (41.94)
LIBBEY INC         LBY US       797.79      146.46      (66.91)
LIN TV CORP-CL A   TVL US       772.71        6.57     (188.41)
LINEAR TECH CORP   LLTC US    1,512.83      673.47     (114.33)
MANNKIND CORP      MNKD US      247.40        8.81      (59.22)
MEAD JOHNSON       MJN US     1,964.30      502.30     (697.50)
MEDIACOM COMM-A    MCCC US    3,721.86     (253.93)    (434.75)
MOODY'S CORP       MCO US     2,003.50     (225.90)  (1,043.60)
NATIONAL CINEMED   NCMI US      607.80       85.00     (504.50)
NAVISTAR INTL      NAV US    10,027.00    1,563.00   (1,739.00)
NPS PHARM INC      NPSP US      154.65       72.04     (222.37)
OCH-ZIFF CAPIT-A   OZM US     1,976.06         -        (88.36)
OSIRIS THERAPEUT   OSIR US      110.80       48.53       (3.29)
OVERSTOCK.COM      OSTK US      144.38       34.09       (3.10)
PALM INC           PALM US    1,326.92       61.03     (151.17)
PDL BIOPHARMA IN   PDLI US      264.45      (16.23)    (242.39)
PETROALGAE INC     PALG US        3.23       (6.62)     (40.14)
PRIMEDIA INC       PRM US       241.09      (14.36)    (110.72)
PROTECTION ONE     PONE US      628.12       29.11      (83.27)
QWEST COMMUNICAT   Q US      20,225.00      766.00   (1,031.00)
REGAL ENTERTAI-A   RGC US     2,512.50      (13.60)    (258.50)
REVLON INC-A       REV US       802.00      105.40   (1,043.40)
RURAL/METRO CORP   RURL US      275.41       35.16     (105.29)
SALLY BEAUTY HOL   SBH US     1,529.70      360.62     (580.19)
SANDRIDGE ENERGY   SD US      2,310.97        1.42     (190.99)
SIGA TECH INC      SIGA US        8.17       (4.07)     (11.49)
SINCLAIR BROAD-A   SBGI US    1,629.15      (17.99)    (132.17)
STEREOTAXIS INC    STXS US       40.48        1.36      (15.27)
SUN COMMUNITIES    SUI US     1,189.20         -        (95.46)
TALBOTS INC        TLB US       839.70       (3.95)    (190.56)
TAUBMAN CENTERS    TCO US     2,606.85         -       (474.75)
TEAM HEALTH HOLD   TMH US       940.95       17.39      (92.33)
THERAVANCE         THRX US      181.39      146.82     (188.99)
UAL CORP           UAUA US   18,347.00   (2,111.00)  (2,645.00)
UNISYS CORP        UIS US     2,956.90      308.60   (1,271.70)
UNITED RENTALS     URI US     3,859.00      244.00      (19.00)
US AIRWAYS GROUP   LCC US     7,454.00     (458.00)    (355.00)
VENOCO INC         VQ US        715.17      (13.00)    (169.00)
VERMILLION INC     VRMLQ US       7.15       (2.96)     (24.87)
VIRGIN MOBILE-A    VM US        307.41     (138.28)    (244.23)
VIRNETX HOLDING    VHC US         4.30       (0.14)      (0.07)
WARNER MUSIC GRO   WMG US     3,934.00     (599.00)     (97.00)
WEIGHT WATCHERS    WTW US     1,076.72     (329.14)    (748.21)
WORLD COLOR PRES   WC CN      2,641.50      479.20   (1,735.90)
WORLD COLOR PRES   WC/U CN    2,641.50      479.20   (1,735.90)
WR GRACE & CO      GRA US     3,968.20    1,134.00     (290.50)
ZYMOGENETICS INC   ZGEN US      319.30      110.05       (3.96)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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