TCR_Public/100225.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, February 25, 2010, Vol. 14, No. 55

                            Headlines


1600 TRADING: Files Schedules of Assets & Liabilities
1600 TRADING: PlainsCapital Doesn't Consent to Cash Collateral Use
1600 TRADING: Section 341(a) Meeting Scheduled for March 19
1600 TRADING: Wants to Employ Eric Liepins as Bankruptcy Counsel
ABITIBIBOWATER INC: Gets Dismissal of ABH LLC Case

ABITIBIBOWATER INC: 2nd Creditors Claims Bar Date Set for April 7
ACCENTIA BIOPHARMA: Court Approves Emezine Settlement Agreement
ACCENTIA BIOPHARMA: Laurus Master Fund Owns 9.99% of Common Stock
ACE HARDWARE: Moody's Sees Sale Pact With Sears as Positive Sign
AGE REFINING: Enduring Wants to Reclaim Delivered Oil

ALLIANT TECHSYSTEMS: Fitch Affirms Issuer Default Rating at 'BB'
AMERCO: S&P Affirms 'BB' Long-Term Corporate Credit Rating
ANDERSON ENTERPRISES: Voluntary Chapter 11 Case Summary
ANDERSON RENTALS: Voluntary Chapter 11 Case Summary
ARDENT MEDICAL: Moody's Assigns 'B2' Corporate Family Rating

ARDENT HEALTH: S&P Assigns Corporate Credit Rating at 'B'
ARVINMERITOR INC: Commences Tender Offer for Up to $175MM of Notes
ARVINMERITOR INC: Fitch Upgrades Issuer Default Rating to 'B-'
ARVINMERITOR INC: Moody's Affirms 'Caa1' Corporate Family Rating
ARVINMERITOR INC: S&P Assigns 'CCC-' Rating on $250 Mil. Notes

ASARCO LLC: Claim Objection Deadline Extended to April 12
ASARCO LLC: Grupo Mexico Confident to Prevail vs. Sterlite Appeal
ASARCO LLC: Plainfield Insists Add'l Interest Request Timely
ASARCO LLC: Reaches Deal with Union on 1-Year Extension of CBA
ATLANTIS SYSTEMS: Has Deal on Comvest Debt-to-Equity Conversion

B&W INVESTMENTS: Voluntary Chapter 11 Case Summary
BEDFORD COMMUNICATIONS: Filed for Chapter 11 in New York
BELDEN INC: Moody's Affirms Corporate Family Rating at 'Ba1'
BERNARD MADOFF: SIPC Says Net Equity Calculation is Correct
BLANCA LLC: Case Summary & 20 Largest Unsecured Creditors

BLOCKBUSTER INC: Weil Gotshal, Rothschild On Board
BLOCKBUSTER INC: Reports $558.2-Mil. Net Loss for Fiscal 2009
BRIARWOOD CAPITAL: Case Summary & 20 Largest Unsecured Creditors
BUCKINGHAM FINANCIAL: U.S. Trustee Wants Dismissal or Conversion
CABLEVISION SYSTEMS: Marathon Holds 6.76% of Class A Shares

CABLEVISION SYSTEMS: OppenheimerFunds Has 2.54% of Class A Shares
CALIFORNIA: Postpones Sale of $2-Bil. GO Bonds for a Week
CANWEST GLOBAL: D. Asper & Lisa Pankratz Resign From Board
CANWEST GLOBAL: Union CEP Wants Severance Pay for Members
CATHOLIC CHURCH: Wilmington Diocese Won't Pay Accused Priests

CELTIC ADVENTURES: Files for Chapter 11 Bankruptcy
CHATTEM INC: Discloses Noncompliance With NASDAQ Listing Rule
CHINA ARCHITECTURAL: Enters Into Conditional Waiver Deal
CHRYSLER LLC: Atty. Gen Says Dealer Laws Don't Conflict With Order
CHRYSLER LLC: Hearing Today on Sale Process for Stamping Plant

CHRYSLER LLC: Proposes DESCO & NAI as Brokers
CHRYSLER LLC: Rejected Dealers Reconsideration Request Untimely
CHRYSLER LLC: State Court Denies Dealers' Request for Injunction
CINCINNATI BELL: Peninsula Capital Holds 6.40% of Class A Shares
CINCINNATI BELL: Vanguard Group Holds 6.87% of Class A Shares

CMR MORTGAGE: Court Continues Plan Outline Hearing to April 1
COMPUTER SYSTEMS: Gets Final OK to Use Lenders Cash Collateral
CONSECO INC: Paulson & Co. Owns 9.7% of Common Stock
CONTINENTAL AIRLINES: FMR, Fidelity Hold 15.598% of Class B Shares
CONTINENTAL AIRLINES: Wellington Holds 5.06% of Class B Shares

CRESCENT RESOURCES: Committee Against Executive Bonuses
CROSS CANYON: Gets Final OK to Use CIT Capital's Cash Collateral
DAZ VINEYARDS: Files Schedules of Assets & Liabilities
DAZ VINEYARDS: Taps Beall & Burkhardt as Bankruptcy Counsel
DOMINO'S PIZZA: Cedar Rock Capital Reports 4.62% Stake

DOMINO'S PIZZA: TAMRO Capital Reports 5% Equity Stake
DOYLE HEATON: Files Schedules of Assets & Liabilities
DOYLE HEATON: Wants to Use Collateral Containing Rental Proceeds
DOYLE HEATON: Taps Pachulski Stang as General Bankruptcy Counsel
DURACO PRODUCT: STAG III Wants Conversion to Chapter 7

EAST WEST RESORT: Section 341(a) Meeting Scheduled for April 6
EAST WEST RESORT: Taps Paul Hastings as Bankruptcy Counsel
EAST WEST RESORT: Wants to Hire Richards Layton as Co-Counsel
EAST WEST RESORT: Wants Epiq Bankruptcy Solutions as Claims Agent
EASTMAN KODAK: Legg Mason Owns 20.80% of Common Stock

ELECTROGLAS INC: Wants to Have Until May 7 to Propose Plan
ENNIS HOMES: Targets April 2 Confirmation on Reorganization Plan
ENRON CORP: Savings Plan Begins Distribution from Newby Settlement
EQUINIX INC: Discloses Proposed $500MM Public Offering of Sr Notes
EQUINIX INC: Moody's Assigns Corporate Family Rating at 'Ba3'

EQUINIX INC: S&P Affirms Corporate Credit Rating at 'B+'
ERICKSON RETIREMENT: Further Amends Plan as Settlements Reached
ERICKSON RETIREMENT: Wants Plan Exclusivity Until June 17
ESCADA AG: C. Marques to Assist in Wind Down of EUSA
ESCADA AG: Creditors Oppose Plan Extension for EUSA

ESCADA AG: U.S. Unit Proposes March 31 Admin. Claims Bar Date
ETHAN ALLEN: Moody's Downgrades Credit Ratings to 'Ba2'
FAIRFIELD RESIDENTIAL: Seeks Time to Fix Disclosure Statement
FIDDLER'S CREEK: Case Summary & 20 Largest Unsecured Creditors
FIRESTONE ASSOCIATES: Case Summary & 5 Largest Unsecured Creditors

FIRST CONVALESCENT: Case Summary & 15 Largest Unsecured Creditors
FLYING J: Term Loan Agent Opposes Exclusivity Extension
FOOTHILLS RESOURCES: Emerges from Chapter 11 Bankruptcy
FRASER PAPERS: Clears Final Conditions of Sale of Business
FREESCALE SEMICONDUCTOR: Closes Senior Secured Notes Offering

GENCORP INC: BlackRock Holds 6.59% of Common Stock
GENCORP INC: Files Shelf Prospectus; May Sell $200MM of Securities
GENCORP INC: Franklin Mutual Advisers Owns 5.7% of Common Stock
GENCORP INC: To Hold Annual Shareholders Meeting on March 24
GENERAL GROWTH: Has $2.625-Bil. Investment Deal with Brookfield

GENERAL GROWTH: Simon Says $10-Bil. Bid Superior to GGP Plan
GENERAL GROWTH: Westfield Group Enters Bidding Picture
GENERAL GROWTH: Fee Committee Gets OK for Hughes as Counsel
GENERAL GROWTH: Luxor Capital Wants Trading of Covered Claims
GENERAL GROWTH: Morgan Stanley Has 5.1% Stake

GENERAL MOTORS: To Wind Down Hummer as Sichuan Deal Fails
GIBSON GUITAR: Moody's Junks Corporate Family Rating From 'B3'
GLOBAL CROSSING: Board, Panel Approve Pay-out of Annual Bonus
GRAHAM PACKAGING: Fitch Upgrades Issuer Default Rating to 'B'
GRANT RUDOLPH: Case Summary & 20 Largest Unsecured Creditors

GREEKTOWN HOLDINGS: Court OKs $7 Mil. in Fees for Sept.-Nov.
GREEKTOWN HOLDINGS: Enlarges Ernst & Young Work for 4th Time
GREEKTOWN HOLDINGS: Proposes WG-Michigan as Gaming Consultant
HAIGHTS CROSS: Court Confirms Prepackaged Reorganization Plan
HEALTHSOUTH CORP: FMR, Fidelity Hold 1.399% of Common Stock

HEALTHSOUTH CORP: Morgan Stanley Holds 7.2% of Common Stock
HEALTHSOUTH CORP: Osterweis Holds 9.15% of Series A Preferreds
HEALTHSOUTH CORP: Reports $128.8 Million Net Income for 2009
HOME INTERIORS: Plan Promises Pro Rata Share for Unsecureds
INTELSAT SA: Expects Up to $900 Million in Total CapEx This Year

JAMES EDWARD: Section 341(a) Meeting Scheduled for March 17
JAMES ROBERT RIDLEY: Case Summary & 20 Largest Unsecured Creditors
JAPAN AIRLINES: Applies Antitrust Immunity With American Air
JAPAN AIRLINES: M. Ventress Wants Lift Stay to Continue Appeal
JAPAN AIRLINES: US Court Recognizes Tokyo Case as Main Proceeding

JERRY KAPLAN: Case Summary & 7 Largest Unsecured Creditors
K&S CAFETERIA: Files for Chapter 11 Bankruptcy
LANDAMERICA FIN'L: Court Approves Final Fee Applications
LANDAMERICA FIN'L: Court Confirms OneStop'S Chapter 11 Plan
LANDAMERICA FIN'L: Trustee Wants More Time to Object to Claims

LEAP WIRELESS: Cricket Has Joint Venture Deal with Pocket Comms
LEAP WIRELESS: FMR, Fidelity Hold 9.878% of Common Stock
LEAP WIRELESS: Goldman Sachs Cuts Stake to 0.1% From 7.4%
LEAP WIRELESS: Wellington Management Holds 5.47% of Common Stock
LEARNING CARE: Moody's Assigns 'B2' Rating on $265 Mil. Notes

LEARNING CARE: S&P Affirms 'CCC+' Corporate Credit Rating
LEHMAN BROTHERS: Hong Kong Agency Probing 1,056 Remaining Cases
LEHMAN BROTHERS: LB Preferred Somerset's Schedules & Statement
LEHMAN BROTHERS: LB Somerset LLC Files Schedules & Statement
LEHMAN BROTHERS: Norton Rose Chages $1.1MM for June-Sept. Work

LOONEY RICKS KISS: Case Summary & 20 Largest Unsecured Creditors
MAGNA ENTERTAINMENT: Pimlico/Laurel Auction Moved to March 25
MAGNA ENTERTAINMENT: Disclosure Statement Hearing on March 23
MESA AIR: Bankruptcy Cues AAR's $45 Mil. Annual Revenue Loss
MESA AIR: Donald Smith Has 1.51% Equity Stake

MICHAELS STORES: Revolving Credit Facility Extended to April 2014
MIDWAY GAMES: Files Chapter 11 Plan of Liquidation
MILA INC: Director Can Use D&O Policy Proceeds for Defense
MOVIE GALLERY: Blockbuster Eyes Buying Some, Not All, Assets
MOVIE GALLERY: Canada Stores Safe from Bankruptcy

MOVIE GALLERY: Hires DJM as Real Estate Consultant
MOVIE GALLERY: Wants Moelis as Financial Advisor
MPI AZALEA: Can Hire Berger Singerman as Bankruptcy Counsel
MT. ZION URBAN RENEWAL: Case Summary & 7 Largest Unsec. Creditors
NATURAL PRODUCTS: Set to Emerge from Bankruptcy

NAVISTAR INTERNATIONAL: Elects Richard Tarapchak as Vice President
NEENAH ENTERPRISES: Taps Sidley Austin as Gen. Bankruptcy Counsel
NISKA GAS: Moody's Assigns 'B1' Rating on $800 Mil.  Senior Notes
OCCUPATIONAL & MEDICAL: Chapter 15 Case Summary
ORLEANS HOMEBUIDLERS: Wants to Extend Maturity Date of Loan Deal

OSCIENT PHARMA: Guardian Unsecureds Has 0% Recovery Under the Plan
OSHKOSH CORP: Moody's Rates $500 Mil. Senior Notes at 'B3'
OSHKOSH CORP: S&P Assigns 'B-' Rating on $500 Mil. Senior Notes
PECAN TERRACE: Case Summary & 2 Largest Unsecured Creditors
PENN TRAFFIC: Wants Plan Exclusivity Until June 16

PETROFLOW ENERGY: Has Forbearance Agreement Until March 7
PINE VALLEY COUNTRY: Case Summary & 16 Largest Unsecured Creditors
PPI PET PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
QUEBECOR WORLD: Angelo Gordon Acquires World Color Securities
RANCHER ENERGY: Posts $14.9 Million Net Loss in Q3 Ended Dec. 31

RAYMOND READY MIX: Case Summary & 20 Largest Unsecured Creditors
REDCORP VENTURES: Strategic Resource's Acquisition Bid Accepted
REDDY ICE: Cuts Net Loss to $2 Million in 4th Quarter
RICHARD BLACK: Case Summary & 9 Largest Unsecured Creditors
SAMUEL TILDEN: Voluntary Chapter 11 Case Summary

SGD TIMBER: Section 341(a) Meeting Scheduled for March 29
SGD TIMBER: Taps Messner & Reeves as Bankruptcy Counsel
SPANSION INC: Addresses Objections to Reorganization Plan
SPANSION INC: Court Gives Final Nod for $450 Mil. Exit Facility
SPANSION INC: Opposes Spansion Japan Request for $761MM Reserve

SPANSION INC: Plan Confirmation Hearing Today
SPHERIS INC: Committee Slows Down Bid Procedures Hearing
SRKO FAMILY: Files for Chapter 11 Bankruptcy in Denver
STERLING MINING: Court Extends Exclusivity Period Until June 4
STERLING MINING: Goldman Sachs Group Owns 4.2% of Common Stock

STEVE RIGGS: Files for Chapter 11 Bankruptcy
SUNRISE SENIOR LIVING: Extends Wells Fargo Loans to Dec. 1
TALBOT INC: BPW Acquisition Stockholders Approve Merger
TRIBUNE CO: Court Won't Dismiss Beatty's Suit Over Dick Tracy
TRIBUNE CO: Gets Nod of Faggio & New Haven Settlements

TVI CORP: Newland Capital Reports Zero Equity Stake
UAL CORP: Board Appoints Wendy Morse to HR Committee
US AIRWAYS: Ameriprise Discloses 3.45% Equity Stake
US AIRWAYS: FMR LLC Discloses 10.523% Stake
US AIRWAYS: Had $1.3 Billion Cash at End of Year

VION PHARMACEUTICALS: Plans to Auction Equipment
WHITE BIRCH: Files for Bankruptcy, Has $140MM DIP Facility
W.R. GRACE: Gets Court's Nod to Seek Exit Financing
W.R. GRACE: Plan Proponents Resolve Kaneb, et al., Objections
W.R. GRACE: Signs Amendments to Credit & Hedge Agreements

* Banks in FDIC's Problem List Rise to 702 at End of 2009

* Baker Hostetler Snags Arent Fox Bankruptcy Partner
* Becker & Poliakoff NY Office Welcomes Atty. Helen Davis Chaitman
* Lisa Hu Barquist Joins Payton & Associates LLC

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000


                            *********


1600 TRADING: Files Schedules of Assets & Liabilities
-----------------------------------------------------
1600 Trading Co., L.P., has filed with the U.S. Bankruptcy Court
for the Eastern District of Texas its schedules of assets and
liabilities, disclosing:

  Name of Schedule            Assets              Liabilities
  ----------------            ------              -----------
A. Real Property                   $0
B. Personal Property      $11,000,000
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                   $4,383,370
E. Creditors Holding
   Unsecured Priority
   Claims                                                   $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                             $763,692
                             ----------             ----------
TOTAL                       $11,000,000             $5,147,062

Richardson, Texas-based 1600 Trading Co., LP, filed for Chapter 11
bankruptcy protection on February 15, 2010 (Bankr. E.D. Texas Case
No. 10-40478).  Eric A. Liepins, Esq., who has an office in
Dallas, Texas, assists the Company in its restructuring effort.


1600 TRADING: PlainsCapital Doesn't Consent to Cash Collateral Use
------------------------------------------------------------------
PlainsCapital Bank has filed with the U.S. Bankruptcy Court for
the Eastern District of Texas a notice of non-consent to the
Debtor's use of cash collateral and request for accounting.

PCB, as lender, entered into a certain loan and security agreement
with the Debtor in October 2007.  The Debtor executed a promissory
note payable to PCB in the amount of $6 million.  A balance
remains outstanding and is due and owing to PCB on the 2007 Note.

PCB claims that the loans made pursuant to the 2007 Loan and the
2007 Note are secured by a validly perfected, first priority lien
on and security interest in substantially all assets of the
Debtor.

Consistent with the 2007 Loan, PCB claims a security interest in
all cash held by the Debtor that constitute proceeds or other
forms of cash collateral of PCB.

PCB is asking for an accounting of all cash collateral received by
the Debtor since July 3, 2009.

Richardson, Texas-based 1600 Trading Co., LP, filed for Chapter 11
bankruptcy protection on February 15, 2010 (Bankr. E.D. Tex. Case
No. 10-40478).  Eric A. Liepins, Esq., who has an office in
Dallas, Texas, assists the Company in its restructuring effort.
The Company has assets of $11,000,000, and total debts of
$5,147,062.


1600 TRADING: Section 341(a) Meeting Scheduled for March 19
-----------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of creditors
in 1600 Trading Co., LP's Chapter 11 case on March 19, 2010, at
1:30 p.m.  The meeting will be held at 2000 E. Spring Creek
Parkway, Plano, TX 75074.

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

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

Richardson, Texas-based 1600 Trading Co., LP, filed for Chapter 11
bankruptcy protection on February 15, 2010 (Bankr. E.D. Tex. Case
No. 10-40478).  Eric A. Liepins, Esq., who has an office in
Dallas, Texas, assists the Company in its restructuring effort.
The Company has assets of $11,000,000, and total debts of
$5,147,062.


1600 TRADING: Wants to Employ Eric Liepins as Bankruptcy Counsel
----------------------------------------------------------------
1600 Trading Co., LP, has asked for permission from the U.S.
Bankruptcy Court for the Eastern District of Texas to employ Eric
A. Liepins, P.C., as bankruptcy counsel.

The Debtor believes it is necessary to retain Eric A. Liepins
immediately for the purpose of orderly liquidating the assets,
reorganizing the claims of the estate and determining the validity
of claims asserted in the estate.

Eric A. Liepins will be paid based on the hourly rates of its
personnel:

        Eric A. Liepins                    $250
        Paralegals & Legal Assistants   $30 to $50

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

Richardson, Texas-based 1600 Trading Co., LP, filed for Chapter 11
bankruptcy protection on February 15, 2010 (Bankr. E.D. Texas Case
No. 10-40478).  Eric A. Liepins, Esq., who has an office in
Dallas, Texas, assists the Company in its restructuring effort.
The Company has assets of $11,000,000, and total debts of
$5,147,062.


ABITIBIBOWATER INC: Gets Dismissal of ABH LLC Case
--------------------------------------------------
AbitibiBowater Inc. and its units sought and obtained an order
from the Bankruptcy Court dismissing the Chapter 11 case of ABH
LLC 2.

ABH LLC 2 was a special purpose limited liability company formed
in connection with, and pursuant to, a series of Court-approved
transactions, or otherwise referred to as the Repayment Steps, to
effectuate the repayment of certain intercompany debt to address
the potential $55.25 million Canadian withholding tax liability
without affecting creditors' interests in the Chapter 11 Cases.
The withholding tax liability could have otherwise been payable on
or before January 15, 2010.

Specifically, AbitibiBowater U.S. Holding LLC, together with
three newly formed limited liability companies -- (i) ABH LLC 1
or "LLC1," as a wholly owned subsidiary of AbitibiBowater Inc.,
(ii) ABH Holding Company LLC or "LLC Holdco", as the immediate
parent of LLC1, and (ii) LLC2, as a wholly owned subsidiary of
Abitibi-Consolidated Company of Canada -- engaged in the
Repayment Transactions.  Pursuant to the Repayment Steps, LLC2
merged with LLC1, with LLC1 being the surviving entity of that
Merger.  To that end, LLC2 served only a distinct, designated
purpose which was outlined in the Repayment Steps, Sean T.
Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware, informed the Court.

In light of the completion of the Repayment Steps on December 23,
2009, including the consummation of the Merger on December 22,
LLC2 no longer exists as a separate legal entity, Mr. Greecher
notes.

According to Mr. Greecher, the dismissal of LLC2's case will
affect neither the Debtors' other pending Chapter 11 cases, nor
the proposed supplemental joint administration of LLC1 and LLC
Holdco concurrently filed with, and approved by, the Court.

Continuing LLC2's Chapter 11 case serves no purpose and could
potentially confuse creditors, make it more difficult for the
Debtors to properly craft and confirm an anticipated plan of
reorganization, and waste valuable estate resources, Mr. Greecher
told Judge Kevin Carey.

                     About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 28 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: 2nd Creditors Claims Bar Date Set for April 7
-----------------------------------------------------------------
AbitibiBowater Inc. has received approval for a process to call
for employee and other specified creditor claims by the Quebec
Superior Court in Canada and the U.S. Bankruptcy Court for the
District of Delaware.  This Second Claims Process follows an
earlier call for specified creditor claims which was approved by
the courts and announced on September 4, 2009.

The Second Claims Process outlines the procedures by which
specified creditors can make claims against the Company.  These
specified creditors include, among others: certain creditors that
were not subject to the First Claims Process, such as Company
employees who were active as at April 16, 2009, or thereafter;
certain creditors who may have claims arising from the breach or
repudiation of contracts arising after August 31, 2009; and
certain Company lenders.  A comprehensive listing of procedures
and specified creditors has been included in the Thirty-Second
Report of the Monitor, a link to which can be found on
abitibibowater.com.

Under the Second Claims Process, creditor claims must be received
by 4:00 p.m. (Eastern Daylight Time) on April 7, 2010.

The Monitor, Ernst & Young Inc., and the Company's Claims Agent,
Epiq Bankruptcy Solutions, LLC, will be mailing proof of claim
packages to all known specified creditors.  In addition, a copy of
the court orders and the proof of claim package will be available
through a link on abitibibowater.com.  Creditors, or any other
interested parties, who do not receive a proof of claim package
can obtain the information through the Company website.

                    About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 28 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ACCENTIA BIOPHARMA: Court Approves Emezine Settlement Agreement
---------------------------------------------------------------
On February 17, 2010, the U.S. Bankruptcy Court for the Middle
District of Florida, Tampa Division, approved an Emezine
Settlement Agreement between Accentia Biopharmaceuticals, Inc. and
BioDelivery Sciences Inc. ("BDSI"), entered into as of
December 30, 2009.  Parties to the settlement agreement are the
Company, the Company's wholly-owned subsidiary TEAMM
Pharmaceuticals, Inc., d/b/a Accentia Pharmaceuticals, BDSI, and
BDSI's wholly-owned subsidiary Arius Pharmaceuticals, Inc.

The purpose of the settlement agreement is to memorialize the
terms and conditions of a settlement between the Company and BDSI
of claims by the Company relating to a distribution agreement,
dated March 12, 2004, between Arius and TEAMM related to the
marketing and distribution of Emezine, a product licensed by Arius
from Reckitt Benckiser Healthcare (UK) Limited.

Following the issuance in February 2006 by the U.S. Food and Drug
Administration of a non-approvable letter with respect to the New
Drug Application ("NDA") for Emezine, BDSI ceased its Emezine
related development efforts and on December 17, 2008, the
distribution agreement was terminated.  The settlement agreement
resolves the Company's claims against BDSI under the terminated
distribution agreement.

The settlement agreement provides that the Company and BDSI
mutually release all claims that either may have against each
other and, in connection therewith, the Company will:

(a) receive $2.5 million from BDSI; and

(b) receive the following royalty rights (the "Product Rights")
    from BDSI with respect to BDSI's BEMA Granisetron product
    candidate ("BEMA Granisetron") (or in the event it is not BEMA
    Granisetron, the third BDSI product candidate, excluding BEMA
    Bupremorphine, as to which BDSI files an NDA, which, together
    with BEMA Granisetron, shall be referred to hereinafter as the
    "Product"):

   (i) 70/30 split (BDSI/Company) of royalty received if a third
       party sells the Product and 85/15 split on net sales if
       BDSI sells the Product; and

  (ii) BDSI will, from the sale of the Product, fully recover
       amounts equal to (1) all internal and external worldwide
       development costs of the Product ("Costs") plus interest
       (measured on weighted average prime interest rate from
       first dollar spent until Product launch) and (2) the
       $2.5 million payment plus interest (measured on weighted
       average prime interest rate from the time of payment until
       Product launch) before the Company begins to receive its
       split as described in (b) (i) above.

(c) issue to BDSI a warrant to purchase two (2) million shares of
    the Company's majority-owned subsidiary, Biovest
    International, Inc. from the Company, with a strike price
    equal to 120% of the closing bid price of Biovest's common
    stock as of the date the Bankruptcy Court enters a final order
    authorizing the Company to carry out the agreement, with the
    issuance of the warrant to occur upon receipt of the
    $2.5 million payment by the Company.  The warrant will be
    exercisable immediately and for a period of seven (7) years
    from the date of issuance.  During the initial two (2) year
    exercise period, any exercise of thewWarrant by BDSI will be
    subject to approval by Biovest.

In the event that BDSI receives any sublicensing or milestone
payments associated with the Product up to and including the NDA
approval, BDSI will apply 30% of such payments toward payback of
the Costs of the Product plus interest and the $2.5 million
payment plus the interest.

The $2.5 million payment shall be made upon approval of the
agreement by the Bankruptcy Court and subsequent to a 14 day
appeal period, and only if no appeals are received.  The transfer
of Product Rights shall become effective only upon the Company's
exit from Reorganization, defined as the effective date of a
reorganization plan for the Company that is confirmed by the
Bankruptcy Court.  The transfer of Product Rights shall be deemed
terminated in the event that the Company does not exit
Reorganization on or before December 31, 2010.

In the event of a proposed sale of BDSI or its assets, BDSI has
the right to terminate its Product Right payment obligations to
the Company under the agreement upon the payment to the Company of
an amount equal to the greater of: (i) Four Million Five Hundred
Thousand Dollars ($4,500,000), or (ii) the fair market value of
the Product Rights as determined by an independent third party
appraiser.  Further, if the Product Right is terminated, the
warrant will be terminated if not already exercised, and, if
exercised, an amount equal to the strike price will, in addition
to the amount in (i) or (ii) above, be paid to the Company.

A full-text copy of the Emezine Settlement Agreement is available
for free at http://researcharchives.com/t/s?5490

                About Accentia Biopharmaceuticals

Headquartered in Tampa, Florida, Accentia Biopharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/--is biopharmaceutical
company focused on the development and commercialization of drug
candidates that are in late-stage clinical development and
typically are based on active pharmaceutical ingredients that have
been previously approved by the FDA for other indications.  The
Company's lead product candidate is SinuNase(TM), a novel
application and formulation of a known therapeutic to treat
chronic rhinosinusitis.

The Company has acquired the majority ownership interest in
Biovest International Inc. and a royalty interest in Biovest's
lead drug candidate, BiovaxID(TM) and any other biologic products
developed by Biovest.  The Company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia Biopharmaceuticals and nine affiliates filed for Chapter
11 protection on November 10, 2008 (Bankr. M.D. Fla., Lead Case
No. 08-17795).  Charles A. Postler, Esq., and Elena P. Ketchum,
Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, Florida; and
Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar, P.A., represent
the Debtors as counsel.  Attorneys at Olshan Grundman Frome
Rosenzweig, and Genovese Joblove & Battista PA, represent the
official committee of unsecured creditors.  The Debtors said
assets totalled $134,919,728 while debts were $77,627,355 as of
June 30, 2008.


ACCENTIA BIOPHARMA: Laurus Master Fund Owns 9.99% of Common Stock
-----------------------------------------------------------------
Laurus Master Fund, Ltd., et al., disclosed that as of
December 31, 2009, they may be deemed to beneficially own shares
of Accentia Biopharmaceuticals, Inc.'s common stock, par value
$0.001 per share:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Laurus Master Fund, Ltd.
  (In Liquidation)                     6,455,581       9.99%
PSource Structured Debt Limited         6,455,581      9.99%
Laurus Capital Management, LLC          6,455,581      9.99%
Valens Offshore SPV I, Ltd.             6,455,581      9.99%
Valens U.S. SPV II, Corp.               6,455,581      9.99%
Valens U.S. SPV I, LLC                  6,455,581      9.99%
Valens Capital Management, LLC          6,455,581      9.99%
Chris Johnson                           6,455,581      9.99%
Russell Smith                           6,455,581      9.99%
David Grin                              6,455,581      9.99%
Eugene Grin                             6,455,581      9.99%

The CUSIP number of the Common Stock is 00430L10.

The percentage of ownership is based on 58,243,115 shares of the
common stock, par value $0.001 per share as of December 31, 2009,
as reported by Accentia Biopharmaceuticals, Inc. on February 11,
2010.

Laurus Master Fund, Ltd. is in liquidation under the supervision
of the Grand Court of the Cayman Islands.  The Joint Official
Liquidators are Chris Johnson and Russell Smith of Johnson Smith
Associates, Ltd.  The JOLs have discretion over the management of
the Fund and the disposition of its assets, including the
securities owned by the Fund reported in this Schedule 13G, as
amended.

A full-text copy of Laurus Master Fund's amended Schedule 13G is
available for free at http://researcharchives.com/t/s?548f

Headquartered in Tampa, Florida, Accentia BioPharmaceuticals Inc.
(Nasdaq: ABPI) -- http://www.accentia.net/--is biopharmaceutical
company focused on the development and commercialization of drug
candidates that are in late-stage clinical development and
typically are based on active pharmaceutical ingredients that have
been previously approved by the FDA for other indications.  The
Company's lead product candidate is SinuNase(TM), a novel
application and formulation of a known therapeutic to treat
chronic rhinosinusitis.

The Company has acquired the majority ownership interest in
Biovest International Inc. and a royalty interest in Biovest's
lead drug candidate, BiovaxID(TM) and any other biologic products
developed by Biovest.  The Company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.

Accentia BioPharmaceuticals and nine affiliates filed for Chapter
11 protection on November 10, 2008 (Bankr. M.D. Fla., Lead Case
No. 08-17795).  Charles A. Postler, Esq., and Elena P. Ketchum,
Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, Florida; and
Jonathan B. Sbar, Esq., at Rocke, McLean & Sbar, P.A., represent
the Debtors as counsel.  Attorneys at Olshan Grundman Frome
Rosenzweig, and Genovese Joblove & Battista PA, represent the
official committee of unsecured creditors.  The Debtors said
assets totalled $134,919,728 while debts were $77,627,355 as of
June 30, 2008.


ACE HARDWARE: Moody's Sees Sale Pact With Sears as Positive Sign
----------------------------------------------------------------
Moody's Investors Service stated that the new agreement between
Ace Hardware and Sears Holdings allowing Ace to sell Craftsman
products through its network of approximately 4,500+ retail stores
should be viewed positively.  "Craftsman is the world's largest
selling tool brand, and having the ability to sell these products
represents a clear competitive advantage for Ace within the
hardware and home improvement segment", stated Moody's Senior
Analyst Charlie O'Shea.

The last rating action for Ace was the May 1, 2008 first-time
assignment of the Ba3 corporate family and probability of default
ratings with a stable outlook.

Ace Hardware Corporation, headquartered in Chicago, Illinois, is a
cooperative with over 2,900 members operating approximately 4,500
retail stores in the U.S. and over 60 foreign countries.  Annual
revenues for Ace are around $3.5 billion.


AGE REFINING: Enduring Wants to Reclaim Delivered Oil
-----------------------------------------------------
Vicke Vaughan at My San Antonio Business reports that Enduring
Resources LLC wants the immediate return of, or payment for,
$243,985 worth of crude oil that it delivered to Age Refining Inc.
Enduring says that Age Refining received the oil on credit while
it was insolvent.

Age Refining said in a court filing that bankruptcy became
necessary when JPMorgan Chase refused to issue more letters of
credit.  Without the security granted by letters of credit,
suppliers wouldn't provide crude, Age said.

JPM is agent for an undrawn $50 million revolving credit.  Letters
of credit totaling $26.6 million were undrawn when the Chapter 11
petition was filed.

                        About Age Refining

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

The Company filed for Chapter 11 bankruptcy protection on
February 8, 2010 (Bankr. W.D. Texas Case No. 10-50501).  Aaron
Michael Kaufman, Esq.; Carol E. Jendrzey, Esq.; and Mark E.
7Andrews, Esq., at Cox Smith Matthews Incorporated, assist the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.


ALLIANT TECHSYSTEMS: Fitch Affirms Issuer Default Rating at 'BB'
----------------------------------------------------------------
Fitch Ratings has affirmed Alliant Techsystems' ratings:

  -- Issuer Default Rating at 'BB';
  -- Senior secured term loan at 'BBB-';
  -- Senior secured revolver at 'BBB-';
  -- Convertible senior subordinated notes at 'BB-';
  -- Senior subordinated notes at 'BB-'.

Approximately $1.4 billion of debt outstanding are covered by
these ratings.  The Rating Outlook remains Stable.

ATK's ratings continue to be supported by healthy free cash flow
and solid credit metrics for the rating; high levels of spending
for munitions and some missile defense programs in the U.S.
Department of Defense budget; potential revenue growth from the
Joint Strike Fighter program; expansion of sales of commercial
products; and ATK's role as a sole source provider for many of its
products to the U.S. Government.  The affirmed ratings assume that
the Constellation program is cut from NASA's fiscal 2011 budget as
the Obama administration has proposed; this termination in an
incremental credit concern, but there several mitigants, as listed
below.  Other concerns include potential U.S. budgetary pressures
in the longer term; the company's history of increasing leverage
for acquisitions; a lack of diversity compared to other large and
medium- sized defense contractors; the amount of revenue generated
by operations in Iraq and Afghanistan; pension plan funding; and
to a lesser extent, commodities exposure.

The Stable Rating Outlook reflects the current high levels of
defense spending, U.S. Army training requirements that should
result in continued high usage of munitions, and the general level
of the company's credit metrics for the rating category.

The proposed termination of the Constellation program is an
incremental negative for ATK's credit quality, but it is unlikely
to affect the company's ratings for several reasons.  First, the
level of ATK's credit metrics is strong enough to support the loss
of the program's future revenues if they are not replaced by other
business.  Second, Fitch notes that ATK may have the opportunity
to pursue other revenue streams for space exploration with
commercial space companies.  Finally, ATK will receive some
termination payments from the U.S. government if Constellation is
cancelled.

Fitch expects ATK to have sufficient liquidity in fiscal year
2011.  At the end of the third quarter of FY2010 (3Q'10; ended
Dec. 31, 2009), ATK had $728 million of liquidity which consisted
of $386 million of cash on hand and $342 million available on the
$500 million secured revolver.  Fitch projects that ATK will have
sufficient free cash flow in FY2011 to make modest acquisitions or
repurchase shares; share repurchases have not been a use of cash
in the first nine months of FY2010.  The company does not have any
debt maturities until 2011 when $300 million of convertibles are
due; in 2012 the $500 million secured revolver and $265 million
secured term loan are due.  In addition, the company has two
tranches of convertibles due 2024 (a $280 million tranche and a
$200 million tranche).  These are puttable to the company if the
share price hits certain triggers.

Historically, the company has a solid track record of cash flow
generation when adjusted for discretionary pension contributions
(as was done in FY2007 and already in FY2010).  In FY2010, the
company expects to generate free cash flow of approximately
$150 million, which is below cash flow generation in recent years
and the $313 million generated in FY2009.  However, the projection
for the fiscal year includes the $150 million pension contribution
and increased working capital required to grow sales in commercial
products.  At the end of Dec. 31, 2008, the pension plan was
underfunded by $555 million, or funded 70%.  As with other pension
plans, the underfunded status increased in 2008 due to
deteriorating asset values.

Leverage has been on the decline since FY2007 when ATK issued debt
to fund its pension plan and repurchase shares, causing leverage
to increase to 3.5x.  At the end of fiscal 3Q'10, which ended
Dec. 31, 2009, leverage declined to 2.1 times (x) versus 2.5x at
the end of FY2009 and 2.9x at the end of FY2008.  Though this
credit metric has been improving, Fitch remains concerned about
ATK's willingness to use the balance sheet for acquisitions.

Changes within the NASA budget beyond the elimination of the
Constellation program or for cuts in defense spending could have a
negative impact on ATK.  The company received 76% of its revenues
from the U.S. Government in FY2009, and the U.S. Army accounted
for 26% of total sales (with 12% of the total sales coming from
one contract for ammunition).  Sales to NASA accounted for 20% of
FY2009 revenues.


AMERCO: S&P Affirms 'BB' Long-Term Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings on AMERCO,
including the 'BB' long-term corporate credit rating.  At the same
time, S&P revised the outlook on AMERCO to stable from negative.
The outlook revision reflects the stabilizing operating
environment in the moving and storage segment, meaningful cost
reduction, and improving credit metrics.

The ratings on AMERCO reflect the company's aggressive financial
profile and participation in a competitive and capital-intensive
industry.  The company's position as the largest consumer truck
rental company in North America and its major position in self-
storage partially offset these factors.

AMERCO is a holding company for three operations.  Its primary
operating subsidiary is U-Haul International Inc.  This segment
includes the company's consumer truck rental operations and self-
storage facilities, which account for more than 90% of AMERCO's
consolidated revenues and operating profit.  Other operating
entities include two insurance companies, including Republic
Western Insurance Co. (property and casualty), and Oxford Life
Insurance Co.  AMERCO also manages the self-storage properties
owned or leased by SAC Holdings, a related entity controlled by
Blackwater Investments Inc. which is wholly owned by Mark V.
Shoen, a significant shareholder and executive officer of AMERCO.

The outlook is stable.  "Given the stabilizing economy, improving
demand, and effective cost controls, S&P expects AMERCO's earnings
and cash flow to improve over the next several quarters," said
Standard & Poor's credit analyst Anita Ogbara.  S&P could raise
the ratings if earnings and credit metrics continue to strengthen,
resulting in funds from operations to total debt in the low-20%
range and debt to total capital consistently falling below 70%.
"Alternatively, S&P could lower the ratings if earnings
deteriorate and credit metrics weaken, resulting in FFO to total
debt in the midteens percent range and debt to capital
consistently above 75%," she continued.


ANDERSON ENTERPRISES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Anderson Enterprises
        1312 W 6th Street
        Lawrence, KS 66044

Bankruptcy Case No.: 10-40212

Chapter 11 Petition Date: February 23, 2010

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

Debtor's Counsel: Justice B. King, Esq.
                  Fisher, Patterson, Sayler & Smith
                  3550 S.W. Fifth Street
                  P.O. Box 949
                  Topeka, KS 66601-0949
                  Tel: (785) 232-7761
                  Fax: (785) 232-6604
                  Email: jking@fisherpatterson.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 Mary Anderson, partner of the Company.


ANDERSON RENTALS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Anderson Rentals, Inc.
          aka Anderson Rentals & Sales, Inc.
        1312 West 6th Street
        Lawrence, KS 66044

Bankruptcy Case No.: 10-40210

Chapter 11 Petition Date: February 23, 2010

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

Judge: Janice Miller Karlin

Debtor's Counsel: Justice B. King, Esq.
                  Fisher, Patterson, Sayler & Smith
                  3550 S.W. Fifth Street
                  P.O. Box 949
                  Topeka, KS 66601-0949
                  Tel: (785) 232-7761
                  Fax: (785) 232-6604
                  Email: jking@fisherpatterson.com

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

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

According to the schedules, the Company has assets of $2,065,378,
and total debts of $1,782,541.

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

The petition was signed by William A. Anderson, president of the
Company.


ARDENT MEDICAL: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family and
Probability of Default Rating to Ardent Medical Services, Inc., a
subsidiary of Ardent Health Services LLC.  Moody's also assigned a
B1 (LGD3, 37%) rating to the company's proposed credit facility,
consisting of a $75 million revolving credit facility and a
$400 million term loan.  Moody's understands that the proceeds of
the new term loan, along with available cash, will be used to
repay existing senior debt and fund up to a $277 million
distribution to Ardent shareholders, including private equity
sponsor Welsh, Carson, Anderson & Stowe.

The B2 rating reflects the significant increase in leverage
associated with the payment of the distribution to shareholders.
Moody's also expects that planned capital investments will likely
constrain free cash flow in the near term and limit the likelihood
of meaningful debt reduction.  Further, anticipated reductions in
Medicaid reimbursement in the company's markets is likely to
result in a reduction of EBITDA and thereby limit improvement in
financial metrics from current pro forma levels.  While Moody's
acknowledges the improvements in operations and the strength of
the market position in each of the company's two markets provided
by the integrated delivery systems in each, significant
concentration risk constrains the rating.

The stable rating outlook reflects our expectation that the
company will continue to invest in growing its presence in its
existing markets while focusing on maintaining and expanding
margins.  However, the outlook also reflects Moody's expectation
that the company will have limited means by which to meaningfully
improve credit metrics in the near term.  The outlook also
incorporates our expectation that the company will maintain a
disciplined approach to acquisitions and the entrance into new
markets.

These ratings have been assigned.

  -- Corporate Family Rating, B2

  -- Probability of Default Rating, B2

  -- $75 million senior secured revolving credit facility, B1
     (LGD3, 37%)

  -- $400 million senior secured term loan, B1 (LGD3, 37%)

Moody's had previously maintained a rating on Ardent Health
Services LLC.  These ratings were withdrawn on August 18, 2005.
This is the first time Moody's is assigning a rating to Ardent
Medical Services, Inc.

Headquartered in Nashville, Tennessee, Ardent Health Services,
through its subsidiaries, operates eight acute care hospitals and
other healthcare facilities in two states and a health plan in one
state.  The company recognized approximately $1.8 billion in
revenue for the year ended December 31, 2009.


ARDENT HEALTH: S&P Assigns Corporate Credit Rating at 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to Nashville-based hospital and health
plan operator Ardent Health Services Inc. In addition, S&P
assigned its 'B' rating (the same as the corporate credit rating)
to Ardent's proposed $400 million senior secured term loan
maturing in 2016 and its $75 million revolving credit facility
maturing in 2015.  The recovery rating on these debt issues is
'3', indicating S&P's expectation for meaningful (50%-70%)
recovery in the event of payment default.  The rating outlook is
stable.

"The speculative-grade ratings on Ardent reflect a relatively
undiversified portfolio of hospitals, significant concentration of
profit in one market, limited record of cash generation and an
aggressive financial risk profile," said Standard & Poor's credit
analyst David Peknay.  Ardent operates eight acute-care hospitals
and a large health plan in only two key markets, Albuquerque, N.M.
and Tulsa, Okla.  The Albuquerque market, which includes a health
plan that generates a large percentage of the company's total
revenue via member premiums, is responsible for most of its
earnings.  The ratings also reflect the competitive nature of
these markets, the company's vulnerability to local economic
circumstances, reimbursement risk tied to ongoing third-party
payor efforts to limit health care cost increases, and the risks
associated with managing the total health of a large health plan
in one market with about 240,000 members.

Over the past two years, Ardent divested facilities in Tulsa to
address weak financial performance and a market share that had
declined over several years.  These efforts, coupled with large
investments to improve its position in its markets in several key
clinical areas such as cardiac and women's services, the
divestiture of its highly unprofitable medical group in
Albuquerque, and other operating improvements like reducing
contract labor costs have been instrumental factors contributing
to a dramatic improvement in its profitability the past two years.
From 2007 to 2009, its EBITDA margin increased about 200 basis
points.

Still, the company's pending payment of a large distribution to
its shareholders and transaction costs associated with the
refinancing of all its debt is reflective of an aggressive
financial risk profile.  Given S&P's view that the company will
likely channel its earnings toward activities to improve its
business risk profile (possibly through more aggressive
acquisition activity), S&P does not believe leverage will
substantially decline over the long term.  S&P expects lease-
adjusted debt to EBITDA to be about 4x upon the completion of the
transaction.

Ardent remains vulnerable to changes in reimbursement during this
extended period of economic weakness.  In fact, a recent Medicaid
cut in New Mexico will hurt Ardent's health plan in Albuquerque.
Although any significant health reform effort is several years
away, the effect on reimbursement will not likely be favorable for
hospital operators because a key goal is to better control health
care spending.  Given the tenor of Welsh's 2001 investment, it is
possible that the company could change ownership well before the
implementation of any significant health reform efforts.


ARVINMERITOR INC: Commences Tender Offer for Up to $175MM of Notes
------------------------------------------------------------------
ArvinMeritor, Inc. disclosed the commencement of a tender offer
for up to $175 million aggregate principal amount of
ArvinMeritor's 8-3/4% Notes due 2012 in the manner described
below.  The total outstanding principal amount of the notes
included in the offer is approximately $276 million.  ArvinMeritor
will conduct the offer in accordance with terms and conditions
described in its Offer to Purchase dated Feb. 23, 2010.  The offer
will expire at 11:59 p.m.  New York City time on Mar. 22, 2010,
unless extended or earlier terminated (the "Expiration Date").

The aggregate principal amount of notes that may be purchased in
the offer will not exceed $175 million.  To the extent the
aggregate principal amount of notes tendered and not withdrawn
pursuant to the offer exceeds this cap, ArvinMeritor will accept
notes for purchase on a pro rata basis in the manner described in
the Offer to Purchase.

The Total Consideration for each $1,000 principal amount of notes
tendered pursuant to the offer will be $1,065.  The Tender Offer
Consideration for each $1,000 principal amount of notes tendered
pursuant to the offer will be $1,035, which consists of the Total
Consideration minus the Early Tender Payment (which is $30.00 for
each $1,000 principal amount of notes).  ArvinMeritor intends to
fund the purchase of the notes from the proceeds of its pending
offering of notes due 2018.

Holders of notes that are validly tendered and not validly
withdrawn at or before 5:00 p.m.  New York City time on the Early
Tender Date of Mar. 8, 2010 will receive the Total Consideration
for their notes that are accepted for purchase.  Holders of notes
that are validly tendered after 5:00 p.m. New York City time on
the Early Tender Date and at or before 11:59 p.m. New York City
time on the Expiration Date will receive the Tender Offer
Consideration for their notes that are accepted for purchase,
which is equal to the Total Consideration minus the Early Tender
Payment.  Holders who tender notes at or before 5:00 p.m.  New
York City time on the Early Tender Date can withdraw tenders at or
before 5:00 p.m. New York City time on the Early Tender Date, but
not thereafter.  Holders who tender notes after 5:00 p.m. New York
City time on the Early Tender Date cannot withdraw their tenders.

In addition to any consideration received, holders who tender
notes that are accepted for payment in the offer will be paid any
accrued and unpaid interest calculated up to but not including the
settlement date.  The settlement date is expected to be Mar. 23,
2010, which is one day after the Expiration Date or promptly
thereafter.

BofA Merrill Lynch, J.P. Morgan, Citi and RBS are the dealer
managers for the offer. Global Bondholder Services Corporation is
the Information Agent and Depositary for the offer.  This news
release is neither an offer to purchase nor a solicitation of an
offer to sell the securities.  The offer is made only by the Offer
to Purchase dated Feb. 23, 2010, and the information in this news
release is qualified by reference to the Offer to Purchase.
Persons with questions regarding the offer should contact BofA
Merrill Lynch at (888) 292-0070 (U.S. toll free) or (980) 388-9217
(collect), J.P. Morgan at (866) 834-4666 (U.S. toll free) or (866)
834-3424 (collect), Citi at (800) 558-3745 (U.S. toll free) or
(212) 723-6106 (collect) or RBS at (877) 297-9832 (U.S. toll free)
or (203) 897-6145 (collect).  Requests for documents should be
directed to Global Bondholder Services Corporation at (866) 540-
1500 or (212) 430-3774 (collect).

                      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: Fitch Upgrades Issuer Default Rating to 'B-'
--------------------------------------------------------------
In light of ArvinMeritor's announcement of proposed capital market
transactions, Fitch Ratings has upgraded ARM's Issuer Default
Rating, secured bank facility ratings, and unsecured notes
ratings:

  -- IDR to 'B-' from 'CCC';
  -- Senior secured bank facility to 'BB-/R1' from 'B+/RR1';
  -- Senior unsecured notes to 'CC/RR6' from 'C/RR6'.

Fitch also expects to assign a 'CC/RR6' rating to ARM's new senior
unsecured notes due 2018.

The Outlook is Stable.  On a pro forma basis, approximately
$1.0 billion of debt outstanding is covered by the ratings.  The
ratings actions assume that the company successfully executes the
announced transactions.

The upgrade is driven by the extension of debt maturities and a
modest improvement in the cash position which Fitch believes will
provide ARM sufficient time to complete its restructuring.  Other
factors supporting the upgrade include Fitch's comfort in ARM's
ability to increase profits to reduce leverage in 2010 as a result
of some stabilization in end markets and fiscal first quarter
performance.  The company plans to offer equity, new notes, tender
for a portion of existing notes, and amend and extend its revolver
(in exchange for reduced commitment from lenders).  Although the
amount of the revolver is to be reduced, Fitch believes it is more
than adequate for the company given its smaller size following the
divestures of most of the Light Vehicle System assets.

The ratings are supported by the plan to extend maturities, the
company's access to the capital markets, progress in divesting
businesses in the LVS segment, expectations that cash costs
associated with divesting the remaining LVS assets appear
manageable, comfort in ARM's ability to remain covenant compliant
going forward, and expectations of a modest global recovery for
commercial trucks in 2010.

The Stable Outlook reflects Fitch's expectations that commercial
truck production should improve in fiscal year 2010 and that cost-
cutting efforts at the company should benefit margins particularly
if volumes improve from the historically low levels seen in FY09.
These factors along with the current liquidity position and the
debt maturity schedule support the current ratings.

Before accounting for the proposed transactions, liquidity as
of Dec. 31, 2009, was $710 million, which includes availability of
$605 million on the $666 million revolver (accounts for the use of
$26 million for letters of credit) and cash on hand of
$105 million.  On a pro forma basis, Fitch calculates that
liquidity would have been increased by approximately $70 million.
Fitch estimates that pro forma leverage would have been
approximately 6.7 times (x) which is significantly lower than the
12.4x ratio at the end of FY 2009.  Fitch expects leverage to
continue to improve in FY 2010.  Although free cash was an outflow
of $414 million in FY 2009, Fitch expects to see only a modest
outflow in FY 2010.

Credit concerns are focused on the company's ability to execute
its plans to divest all remaining LVS businesses with cash
outflows in line with expectations, the risk to commercial truck
volumes in 2010, particularly in North America given changes in
emission standards, high leverage, and Fitch's expectations for
negative cash flows into FY 2010.  The underfunded pension is also
a concern.  As of the end of FY 2009, the U.S. pension plan was
69% funded, or $321 million underfunded.

The Recovery Ratings reflect Fitch's expectations under a scenario
in which the distressed enterprise value is allocated to various
debt classes.  The secured lenders RRs remain 'RR1', which implies
a 91%-100% recovery.  The RR for unsecured lenders remains 'RR6',
which implies a recovery in the range of 0%-10% in the event of a
default.

Planned changes to the capital structure include:

  -- Amending and extending the secured revolving credit facility.
     This will become effective when ARM completes a debt and/or
     equity offering equal to or above $275 million.  The size of
     the current revolver is $666 million and commitments expire
     in June 2011.  Once the amendment becomes effective, the size
     will be reduced to $539 million until June 2011.  If the
     company succeeds with tendering for at least $150 million of
     the 2012 notes, the commitment will be for $396 million from
     June 2011 until January 2014.  If not, the commitment of
     $396 million will extend from June 2011 until December 2011.
     The company's amended revolver will also be restricted by a
     borrowing base.

  -- Issuing $250 million of eight-year senior unsecured notes due
     2018; the new notes are to rank pari passu with the existing
     senior unsecured notes.

  -- Issuing 15 million common shares of stock; an extra
     2.25 million shares can be issued.

  -- Proceeds are to be used to tender for up to $175 million of
     the 2012's, to pay down the revolver and the accounts
     receivable securitization program, and the balance will be
     cash for the balance sheet which will be used for general
     corporate purposes.


ARVINMERITOR INC: Moody's Affirms 'Caa1' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family and
Probability of Default ratings of ArvinMeritor, Inc., at Caa1.  In
a related action, Moody's assigned a B1 rating to the amended
senior secured revolving credit facility, and assigned a Caa2
rating to the new senior unsecured notes due 2018 offered in
exchange for the existing unsecured notes due 2012.  Moody's also
affirmed the rating for any stub portion of unsecured notes due
2012 not tendered; these notes will continue to enjoy the same
priority in the company's capital structure along with their
existing guarantees and covenants.  ArvinMeritor's Speculative
Grade Liquidity Rating was affirmed at SGL-3.  The rating outlook
is changed to positive.

ArvinMeritor announced an offering of $250 million of new senior
unsecured notes and a common stock offering of approximately
15 million shares (expected to raise about $150 million) as part
of a series of transactions intended to strengthen its balance
sheet.  The net proceeds from the note offering will be used to
repurchase up to $175 million of the company's 8.75% unsecured
notes due 2012 and for general corporate purposes.  The net
proceeds from the common stock offering will be used to repay
amounts outstanding under the revolving credit facility and U.S.
accounts receivable securitization program and for general
corporate purposes.

The transactions will satisfy a requirement for the extension of
the recently amended bank credit facility that the company raise
aggregate proceeds of at least $275 million from new debt or
equity issues and redeem at least $150 million in the aggregate
principal amount of its 8-3/4% senior notes due 2012.  As a
result, ArvinMeritor's recent amendment and extension of its
senior secured revolving credit facility to January 2014 will
become effective.  The amendment, among other items, will reduce
the committed amount of the facility to $539 million through June
2011 and then to $396 million until its maturity.

The combination of the above actions is expected to bolster the
company's operating flexibility over the intermediate-term by
addressing the June 2011 senior secured revolving credit facility
maturity.  The enhanced liquidity will balance continued weak
credit metrics over the near-term which is reflected in the
assigned Caa1 Corporate Family Rating.  The declining demand for
commercial vehicles appears to have abated.  A more stable profile
for commercial vehicle build rates over the coming quarters
appears to be supported by pre-2010 emissions compliant engines
purchased in late 2009.  Recent upturns in freight volumes could
support modest improvement in commercial vehicle demand over the
intermediate term.  However, Moody's continues to expect a
recovery in commercial vehicle orders to be delayed until late
2010, as underutilized fleets and tight credit markets limit
growth in commercial vehicle purchases over the near-term.

The change in outlook to positive reflects Moody's view that
ArvinMeritor's more stable liquidity profile and the potential for
modest improvement in operating performance could lessen the
company's credit risk over the coming months.  This liquidity
profile also should provide sufficient operating flexibility for
the company to improve its operating margin and credit metrics
into its fiscal 2011 when global economic conditions are expected
to recovery more substantially.  About 58% of the company's fiscal
2009 commercial vehicle revenues are from North America which is
experiencing stabilizing economic conditions.  Europe, which
represented about 22% of the company commercial vehicle revenues,
is expected to continue to experience challenging economic
conditions into 2010.  For the LTM period ending December 31,
2009, ArvinMeritor's EBIT/Interest coverage (including Moody's
standard adjustments) approximated 0.6x.

ArvinMeritor's Speculative Grade Liquidity rating of SGL-3
continues to reflect adequate liquidity over the next twelve
months.  As of December 31, 2009, the company had $105 million of
cash on hand.  While slightly improved from the prior quarter,
Moody's anticipates that free cash flow generation will be
challenged by slow recovery in industry conditions over the coming
quarters along with the company's debt service costs and capital
reinvestment needs.  As of December 31, 2009, the company's
revolving credit facility had approximately $35 million of funding
with approximately $26 million of LCs outstanding.  While total
commitments under the new revolving credit facility are expected
to reduce to about $396 million by June 2011, Moody's expects this
level to be sufficient to support operating flexibility given
improvements in working capital management.  The principal
financial covenant will continue to be a senior secured leverage
test at each quarter-end and amended test levels should continue
to provide sufficient cushion to access the majority of the
facility.  The amended revolving credit will incorporate an
availability limitation based on available collateral securing the
facility.  The revolving credit is secured by a first lien on
certain assets of the company, primarily consisting of eligible
domestic U.S. accounts receivable, inventory, plant, property and
equipment, intellectual property and the company's investment in
all or a portion of certain of its wholly-owned subsidiaries.
Negative covenants under the revolver limit both annual and
cumulative amounts of asset sales.

Future events that have the potential to improve ArvinMeritor's
ratings include improving production levels in the company's
global commercial vehicle end-markets, or further enhancement of
operating margins.  Higher ratings could arise from the above,
consistent free cash flow generation, or EBIT/interest improving
to above 1.0x.

Future events that have the potential to drive ArvinMeritor's
outlook or ratings lower include further declines in global
commercial vehicle production combined with a failure to
successfully implement offsetting restructuring actions, or
deteriorating liquidity.  Lower ratings could arise from the above
considerations, or if EBIT/Interest coverage is sustained at or
below 0.5x times.

Ratings assigned:

  -- Amended and extended senior secured bank debt, at B1 (LGD1,
     5%);

  -- $250 new senior unsecured notes, Caa2 (LGD4, 60%);

  -- Shelf unsecured notes, at (P)Caa2

Ratings affirmed:

  -- Corporate Family Rating, at Caa1;

  -- Probability of Default, at Caa1;

  -- Existing senior unsecured notes not subject to tender offer,
     at Caa2 (LGD4, 60%);

  -- Untendered senior unsecured notes due 2012 Caa2 (LGD4, 60%);

  -- Speculative Grade Liquidity Rating, at SGL-3

Rating to be withdrawn upon completion of certain terms under the
amendment to the secured bank debt:

  -- Existing senior secured bank debt, at B1 (LGD1, 9%)

The last rating action for ArvinMeritor was on January 21, 2010,
when the Corporate Family Rating was affirmed and the rating
outlook changed to stable.

ArvinMeritor, Inc., headquartered in Troy, Michigan, is a global
supplier of a broad range of integrated systems, modules and
components serving light vehicles, commercial trucks, trailers,
and specialty original equipment manufacturers, as well as certain
aftermarkets.  Revenues in fiscal 2009 were approximately
$4.1 billion.


ARVINMERITOR INC: S&P Assigns 'CCC-' Rating on $250 Mil. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'CCC-' issue-level
rating and a '6' recovery rating to ArvinMeritor Inc.'s proposed
$250 million senior unsecured notes.

The ratings on ArvinMeritor reflect the company's highly leveraged
financial risk profile and a vulnerable business risk profile.

In Standard & Poor's view, the company's liquidity should improve
because the proposed debt refinancing pushes back a significant
portion of senior notes due 2012 to 2018, and the equity issuance
bolsters liquidity.  Cash and availability under its revolving
credit facility appear sufficient, taking into account S&P's
projection of cash use in 2010 and debt maturities over the next
year.  S&P believes, however, that truck sales need to
consistently rise to support earnings and cash generation levels
in line with a higher rating.  In addition, although the company
sold most of its cash-draining chassis businesses in 2009, its
light-vehicle systems business still makes up about 25% of its
revenue, and this remains a concern.

"Given the dramatic global decline in commercial-vehicle demand in
2009, S&P believes sales in North America and Europe could recover
slightly in 2010, leading to reduced cash use and improved
EBITDA," said Standard & Poor's credit analyst Lawrence Orlowski.
S&P could raise the ratings if demand persists around the world
and the company successfully minimizes its cash use from the
remaining LVS businesses or completes an LVS sale without using
significant liquidity.  "For example, S&P could raise the ratings
if S&P believed the company could consistently generate free
operating cash flow," he continued.

The outlook is positive.  S&P could revise the outlook to stable
if commercial-truck sales fail to eventually recover, or if weak
LVS performance prevents liquidity from improving.  S&P estimates
that ArvinMeritor needs to sustain annual EBITDA of roughly
$150 million to cover interest expense and reasonable capital
spending.  For instance, S&P estimates that to meet minimum cash
requirements, gross margins would have to exceed 9% consistently.
S&P would be concerned if weaker-than-expected earnings or cash
flow generation strained liquidity significantly.


ASARCO LLC: Claim Objection Deadline Extended to April 12
---------------------------------------------------------
Mark A. Roberts of Alvarez and Marsal North America LLC, the
Reorganized Debtors' Plan Administrator, asks the Court to extend
the deadline to object to claims for an additional 60 days,
through and including April 12, 2010, pursuant to Section 14.2 of
the Confirmed Plan of Reorganization and Rule 9006(b)(1)(1) of
the Federal Rules of Bankruptcy Procedure.

As the Chapter 11 Plan for the Debtors was confirmed on
November 13, 2009, the initial deadline for the Plan
Administrator and Reorganized ASARCO to object to Claims was
February 11, 2010.

Out of an abundance of caution, the Plan Administrator seeks an
extension of the claims objection deadline to ensure that no
Disputed Claims that should be objected to are inadvertently
allowed by the passage of time, Dion W. Hayes, Esq., at
McGuirewoods LLP, in Richmond, Virginia, tells Judge Schmidt.

The requested extension will allow the Plan Administrator
additional time to review the approximately 444 remaining
unresolved Claims filed or scheduled in the Debtors' bankruptcy
cases to determine whether any additional objections should be
filed, Mr. Hayes asserts.  He notes that the Plan Administrator
will continue to make distributions on Claims, as has been done
routinely since the Plan Effective Date, promptly after the
Claims become Allowed Claims.

Mr. Hayes assures the Court that the Plan Administrator and
Reorganized ASARCO will not use the requested extension to delay
payment to Claimants, who are appropriately entitled to
distributions under the Plan.  He adds that an extension will not
prejudice the holders of Disputed Claims because under the Plan
and Confirmation Order, Postpetition Interest continues to accrue
and will be paid on the Allowed Amount, if any, of a Disputed
Class 3 Claim, if and when it becomes an Allowed Claim.

                         *     *     *

Judge Schmidt grants the Plan Administrator's request.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ASARCO LLC: Grupo Mexico Confident to Prevail vs. Sterlite Appeal
-----------------------------------------------------------------
Grupo Mexico, S.A.B. DE C.V., is confident that it will prevail
against the appeal filed by Sterlite (USA), Inc., and Sterlite
Industries (India) Ltd. on District Judge Andrew S. Hanen's
Memorandum Opinion and Order of Confirmation and Injunction
entered on November 13, 2009, AMM.com reports.

The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International
Union, AFL-CIO, also filed an appeal on the Confirmation Order.

"I think we are definitely over the Asarco situation," Daniel
Muniz, told investors when asked during a conference call about
Sterlite's appeal, Anne Riley of AMM reports.  Mr. Muniz is Grupo
Mexico's chief financial officer.

To recall, Grupo Mexico and Sterlite engaged in a widely reported
legal battle over the control of ASARCO LLC's business.  The
District Court and the Bankruptcy Court both agreed separately
that the Grupo Mexico/Parent's Plan was best for the Debtors.
The Plan became effective on December 9, 2009.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ASARCO LLC: Plainfield Insists Add'l Interest Request Timely
------------------------------------------------------------
Plainfield Special Situations Master Fund Limited asks the Court
to deem its request for payment of additional postpetition
interests timely filed or, in the alternative, grant it leave to
file its Section 4.4 Motion under Rule 9006 of the Federal Rules
of Bankruptcy Procedure.

Although the terms of the Court's scheduling order regarding
payments of postpetition interests have been made applicable to
the Plainfield's request, which is a motion under Section 4.4 of
the Confirmed Plan of Reorganization, the Plan Administrator has
asserted, in an e-mail correspondence, that Plainfield's request
is not timely and Plainfield is required to file a motion for
leave to file the request, relates Mark E. MacDonald, Esq., at
MacDonald + MacDonald, P.C., in Dallas, Texas.  Plainfield
disagrees with that position, but in an abundance of caution, has
asked the Court to Court determine, as a threshold matter,
whether its request is timely.

The Plan Administrator has agreed to allow certain general
unsecured creditors of ASARCO until as late as January 25, 2010,
to file Section 4.4 Motions, seeking payment of Postpetition
Interest at a rate other than the federal judgment rate provided
under the Plan, Mr. MacDonald relates.  He notes that Plainfield
filed its Section 4.4 Motion on January 22, 2010, but the Plan
Administrator has not, however, agreed to apply the same
January 25 deadline to Plainfield's request as it has for other
general unsecured creditors.

The Plan Administrator must apply that same deadline uniformly to
all creditors within Class 3, including Plainfield, Mr. MacDonald
argues.  He asserts that no prejudice will result to the Plan
Administrator or Reorganized ASARCO if all Section 4.4 Motions
filed on or before January 22 or January 25 -- and not just those
handpicked by the Plan Administrator or Reorganized ASARCO -- are
deemed timely.

                  Plan Administrator Objects

The Court should deny Plainfield's request because its own
pleadings indicate that it was well-aware of the impending
Section 4.4 Motion deadline well before the Plan's Effective Date
and it has failed to offer any excuse for its conceded neglect,
Plan Administrator Mark A. Roberts contends.

Even after learning of its mistake, Plainfield waited a total of
31 days after the Section 4.4 Motion deadline to file its
request, Mr. Roberts points out.  Plainfield unsuccessfully
attempted to obtain an extension of the Court's deadline, he
notes, and then waited another 17 days to present the issue to
the Court.

"Plainfield's own actions are the best evidence that its neglect
is not excusable," Mr. Roberts argues.  He points out that
granting the request would substantially prejudice Reorganized
ASARCO in a number of ways, including the fact that Plainfield's
claim of nearly $1 million in and of itself is substantial and
burdensome and will require an expenditure of time and resources
to defend against, and potentially pay, when Plainfield
inexcusably missed the Section 4.4 Motion deadline.

ASARCO LLC joins in the Plan Administrator's objection to
Plainfield's request.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ASARCO LLC: Reaches Deal with Union on 1-Year Extension of CBA
--------------------------------------------------------------
ASARCO LLC's miners and Grupo Mexico, S.A.B. DE C.V., have agreed
to extend their existing contract for one more year, through and
including June 30, 2011, Reuters reports.

"We have reached an agreement on the extension which we offered.
This is good news," Grupo Mexico's executive, Juan Rebolledo,
told Reuters.

As previously reported, Asarco Incorporated and Americas Mining
Corporation informed the U.S. Bankruptcy Court for the Southern
District of Texas that they have caused ASARCO LLC, as the
employer of the employees covered under the existing collective
bargaining agreement, to make a counter proposal to the United
Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied
Industrial and Service Workers International Union AFL-CIO.

The counter proposal contemplates the (i) extension of the "in
place" collective bargaining agreement by one year, and (ii)
appointment of one person to serve on the Board of Directors of
ASARCO LLC from the date of acceptance of the CBA through the
extended term of the CBA.

USW district official, Manny Armenta, however, declined to
comment on prospects for a longer-term contract, according to The
Arizona Daily Star.

"We'll have to see where everything is, in time," Mr. Armenta was
quoted by the Daily Star as saying.  According to the report, the
Union's master contract covers about 1,700 members of the USW,
the International Brotherhood of Electrical Workers, the
Teamsters and the International Union of Operating Engineers.

                         About ASARCO LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection on August 9, 2005
(Bankr. S.D. Tex. Case No. 05-21207).  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On December 9, 2009, Grupo Mexico, S.A.B. consummated the Chapter
11 plan that it sponsored for Asarco LLC.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
Asarco LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.

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


ATLANTIS SYSTEMS: Has Deal on Comvest Debt-to-Equity Conversion
---------------------------------------------------------------
Atlantis Systems Corp. has negotiated a debt to equity conversion
and an increased revolving facility with its principal lender
ComVest Capital, LLC.

These amendments formalize the ad hoc over-advances made to date
by ComVest Capital, LLC and CEO Capital Corporation and provide
for an entitlement to a US$1.5million over-advance facility to sit
on top of the existing US$4 million revolving line that has been
in place pursuant to the Revolving Credit and Term Loan Agreement
with ComVest dated April 30, 2008 (the "Original ComVest
Agreement").  Substantially all of such facility has already been
advanced.

As part of this amending transaction, Atlantis has procured the
removal of the Borrowing Base and EBITDA financial test covenants
(which covenants Atlantis has been in perpetual breach since 2008)
contained in the Original ComVest Agreement and Atlantis has
procured an extension of the revised facilities to April 30, 2011.

As part of this amending transaction, the US$2.6 million term
facility advanced in April 2008 will be converted to common shares
at $0.02 per share, resulting in the issuance of 139,386,000
additional Common Shares.

The effect of the transaction is that interest expense will be
substantially reduced, and Atlantis will have eliminated the
financial test covenant defaults for the balance of the extended
term of the loan facilities.

ComVest Capital, LLC will hold approximately 70% of the
outstanding Common Shares on a fully-diluted basis and CEO Capital
Corporation will hold approximately 10% of the outstanding Common
Shares on a fully-diluted basis.

"I am very pleased with this announcement and especially the
ongoing support of ComVest" said Mark Rivers, Chairman of the
Board.  "It demonstrates support by our Bankers during difficult
times, as well as confidence in the team we have assembled over
the last 18 months to rebuild Atlantis.  This has been echoed by
our customers as we have nearly doubled our backlog in the last
twelve months, during the company's worst economic condition in
many years.  As we continue to rebuild this company, we are
winning the confidence of senior talent in the industry with some
very strong, recent senior appointments.  This recapitalization
takes away the stigma and pressure of constantly being in default.
It transforms our Bankers into owners, which ensures our ability
to continue to bridge the business.  As we ramp up our business to
service the growth we are experiencing, it strengthens our balance
sheet, reduces our interest costs and preserves a stake for our
loyal shareholders during a time when there were very limited
options available to the company.  This is a significant
accomplishment, and is the result of the resolve of our Board, our
Management, our Staff and our two primary funders.  This lays the
foundation for a successful future"

CEO Capital Corporation has provided approximately half of the
interim over-advances received by Atlantis to date and it will
participate to that extent in the new over-advance facility.  CEO
Capital Corporation, is a company in which Mark Rivers, the
Chairman of the Board of Atlantis is a director, officer and
significant shareholder.

The terms of this amending and recapitalization transaction are
conditional upon shareholder approval by April 30, 2010, Atlantis
remaining in compliance with the terms of the loan facilities
other than the financial test covenants as well as final approval
of the NEX.  Notice of a Special Meeting of shareholders to
approve the transaction has been posted on Sedar.  Those
shareholders who hold shares as at February 11, 2010, the Record
Date, will be eligible to vote at the Meeting.

                     About Atlantis Systems

Atlantis Systems (CA:AIQ) -- http://www.atlantissi.com/-- uses
its core capabilities in simulation-aided design and engineering
and e-learning, combined with various technology tools, to help
customers in military aviation, civil aviation and nuclear energy
ensure the feasibility, capability, and effective utilization of
their complex assets.

                         *     *     *

As reported in the Troubled Company Reporter on July 21, 2009,
Atlantis Systems Corp. reports that on July 13, 2009, the TSX
announced they will be de-listing AIQ stock effective August 11,
2009.  This means that as of that date AIQ stock will no longer be
traded on the TSX.


B&W INVESTMENTS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: B&W Investments
        650 Town Center Dr #1300
        Costa Mesa, CA 92626

Bankruptcy Case No.: 10-12174

Chapter 11 Petition Date: February 23, 2010

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

Judge: Erithe A. Smith

Debtor's Counsel: Jeffrey S. Benice, Esq.
                  650 Town Center Drive, Ste. 1300
                  Costa Mesa, CA 92626
                  Tel: (714) 641-3600
                  Fax: (714) 641-3604
                  Email: jsb@jeffreybenice.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 Kenny X. Wong, partner of the Company.


BEDFORD COMMUNICATIONS: Filed for Chapter 11 in New York
--------------------------------------------------------
Bedford Communications Inc. filed for Chapter 11 protection in the
U.S. Bankruptcy Court for the Southern District of New York,
Crain's New York Business reported.

Bedford Communications Inc. is the Manhattan based parent of
Laptop magazine.  The Company says debts are between $1 million
and $10 million.  The Company owes $900,000 to World Color (USA)
Corp. and $800,000 to Gould Paper Corp., Mr. Flamm says.

The Company has blamed the filing on the economy and media's
revenue woes that have created pressures and cash flow issues.


BELDEN INC: Moody's Affirms Corporate Family Rating at 'Ba1'
------------------------------------------------------------
Moody's Investors Service affirmed Belden, Inc.'s corporate family
rating and probability of default rating at Ba1, senior secured
revolving facility at Baa1, and senior subordinated notes at Ba2.
The rating outlook remains negative, reflecting Belden's weak
performance during the downturn, with revenues declining 29% in
fiscal year 2009, and the challenges the company faces in
restoring its revenues and credit metrics to pre-recession levels.

The company moved quickly to reduce its cost structure to
accommodate the lower sales volume, resulting in an adjusted
operating margin of 8.5% in the December quarter compared to 4.4%
in the prior year quarter.  We expect Belden to restore margins to
historical levels in the high single digits in 2010, but we
believe revenues will continue to remain weak compared to 2008
levels.  While the Ba1 rating incorporates the cyclical nature of
the company, a prolonged period of weak global demand may have a
more severe impact on Belden's profitability and credit metrics
than contemplated in the current rating.

The Ba1 CFR continues to reflect Belden's leading positions within
segments of the enterprise and industrial cabling and connectivity
product markets and the company's significant geographic and end
customer diversification.  Belden's leverage levels are currently
elevated in relation to prior operating periods and to Ba1-rated
manufacturing peers, with leverage of 4.3x (Moody's adjusted and
pro forma for restructuring activities) for the LTM period ended
September 2009.  Management's continued focus on reducing costs
should bring leverage below 3.5x by the end of fiscal year 2010
provided the business shows modest recovery.  The company has been
able to maintain its Ba1 rating through the downturn due to its
strong cash balances ($309 million as of December 2009) and cash-
generating capabilities.  Maintaining substantial cash balances
will continue to be critical to maintaining the Ba1 rating.

The ratings could face downward pressure if Belden fails to
demonstrate sustainable improvement in operating performance as a
result of the restructuring initiatives, which the company expects
to yield savings of $56 million in 2010.  In particular, downward
pressure could occur if leverage remains above 3.5x (Moody's
adjusted) at December 2010 or if Belden's cash balance declines
significantly.

These ratings were affirmed and assessments revised:

* Corporate Family Rating -- Ba1

* Probability of Default Rating -- Ba1

* $250 million Senior Secured Revolver due 2013 -- Baa1 (LGD1, 6%)

* $350 million Senior Subordinated Notes due 2017 -- Ba2,
  assessment revised to (LGD4, 64%) from (LGD4, 60%)

* $200 million Senior Subordinated Notes due 2019 -- Ba2,
  assessment revised to (LGD4, 64%) from (LGD4, 60%)

The rating outlook is negative.

The last rating action was on June 23, 2009, when Moody's rated
Belden's new 10-year subordinated debt issuance Ba2, revised the
rating on the company's secured revolver to Baa1 from Baa2, and
affirmed the Ba1 CFR and negative outlook.

Belden Inc. is a leading designer and manufacturer of connectivity
and signal transmission products for the global network
communication and specialty electronic marketplaces with trailing
twelve month revenues of approximately $1.4 billion.  The company
is headquartered in Saint Louis, Missouri.


BERNARD MADOFF: SIPC Says Net Equity Calculation is Correct
-----------------------------------------------------------
Three investors who lost money in Bernard Madoff's Ponzi scheme
filed a fraud lawsuit in New Jersey federal court against the
president and directors of the Securities Investor Protection
Corp. to try to boost the amount of reimbursements to victims.

Stephen Harbeck, president of the SIPC, said in a statement, "From
the outset of the Bernard L. Madoff Investment Securities LLC
(Madoff) liquidation proceeding, the Securities Investor
Protection Corporation has made it clear that our No. 1 goal is to
make sure that every eligible Madoff investor receives every penny
that he is or she is entitled to receive per the recovery process.

"We have a great deal of empathy for the Madoff victims.  That is
why we have worked around the clock for more than a year to
expedite this matter despite the unprecedented complexities
arising from the web of deceit spun by Mr. Madoff.  Our concern
for the victims was also the reason why we worked with Irving H.
Picard, the court-appointed trustee for the Madoff liquidation, to
establish a special hardship procedure for particularly hard-hit
victims requiring special attention.

"That is why we are disappointed to see that certain attorneys are
exploiting the plight of these victims to incorrectly direct their
anger and frustration at SIPC.  Sadly, this frivolous litigation
will have the effect of making it harder for SIPC to focus all of
its time and attention on aiding the Madoff victims.

"That being said, SIPC is not now and never was a FDIC-like
'insurance' entity.

"Regarding the question of 'net equity', which the United States
Bankruptcy Court for the Southern District of New York is now
weighing, we firmly believe that the calculation being used by
Irving H. Picard, the court-appointed trustee for the liquidation
of Bernard L. Madoff Investment Securities LLC of New York, NY, is
correct.

"This determination is completely consistent with past precedent
on the matter.

"SIPC has filed two extensive briefs with the Court, which explain
our position in detail.  At this time, we are awaiting the court's
ruling on the matter.  We look forward to the decision resolving
this matter."

SIPC's primary brief in the United States Bankruptcy Court for the
Southern District of New York proceeding can be found at:

         http://www.sipc.org/pdf/519_Memorandum_of_Law-1.pdf

                            About SIPC

The Securities Investor Protection Corporation is the U.S.
investor's first line of defense in the event a brokerage firm
fails, owing customer cash and securities that are missing from
customer accounts.  SIPC either acts as trustee or works with an
independent court-appointed trustee in a brokerage insolvency case
to recover funds.

                   About Bernard L. Madoff

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

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

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

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

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

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


BLANCA LLC: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor:  Blanca, LLC
         8077 Florence Avenue, Suite 204
         Downey, CA 90240

Bankruptcy Case No.: 10-16519

Chapter 11 Petition Date: February 23, 2010

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

Judge: Victoria S. Kaufman

Debtor's Counsel: Carolyn A. Dye, Esq.
                  3435 Wilshire Blvd., Ste. 1045
                  Los Angeles, CA 90010
                  Tel: (213) 368-5000
                  Email: trustee@cadye.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 $12,451,644,
and total debts of $18,401,655.

The petition was signed by David Sarinana, the company's managing
member.

Debtors' List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
East West Bank                                    $6,050,000
9300 Flair Drive                                  Value:
6th Floor                                         $5,900,000
El Monte, CA 91731                                Net Unsecured:
                                                  $4,508,386
                                                  *Prior Liens
                                                  Exist

East West Bank                                    $6,050,000
9300 Flair Drive                                  Value:
6th Floor                                         $5,300,000
El Monte, CA 91731                                Net Unsecured:
                                                  $750,000

Century 21 A Better Service                       $225,183

David Sarinana                                    $203,451

James C. Caviola, Esq.                            $201,000

Estate Financial Services                         $180,608
Inc.

Brico Electric                                    $151,783

RBC Company                                       $101,179

Worthy Construction                               $76,716

Talent Air                                        $64,305

David Sarinana Insurance                          $46,000

D&M Steel                                         $43,530

Pyramid Plastering                                $33,396

Raffis Metal Design                               $30,771

Miramontes Construction                           $29,464

Artistic Cuts, Inc.                               $29,000
c/o John Vukmanovic, Esq.

T Brothers Landscape                              $28,712

SSD Systems                                       $26,535

Gardner Pipe                                      $15,994

Midwest Roofing                                   $15,223


BLOCKBUSTER INC: Weil Gotshal, Rothschild On Board
--------------------------------------------------
The Wall Street Journal's Mike Spector reports that people
familiar with the matter said Blockbuster Inc. in recent days,
tapped law firm Weil, Gotshal & Manges and investment bank
Rothschild Inc. to look at ways to reduce its roughly $1 billion
debt load and explore other strategies, such as acquisitions or
partnerships.

Sources told the Journal Blockbuster has mulled converting some of
its debt to equity or buying back some bonds at a discount.  A
deal would likely focus on negotiating with a group of
subordinated bondholders who are owed $300 million, the sources
said.

People familiar with the situation also told the Journal
bondholders have begun organizing and talking with potential
advisers to prepare for possible negotiations over reworking the
company's capital structure, such as converting debt to equity.

The Journal's sources said the restructuring discussions are in
early stages and no major actions appear imminent.

Blockbuster's Chief Executive Jim Keyes said the company works
with advisers regularly and that management is considering a menu
of options including reworking its debt and pursuing merger-and-
acquisition opportunities.  He declined to elaborate.

"We don't contemplate filing for bankruptcy," he said in an
interview, according to the Journal.

According to the Journal, Mr. Keyes said the current discussions
represent routine efforts to help "transform" Blockbuster's
business. "I like to characterize it as remodeling a house," Mr.
Keyes said. "When you're tearing down walls and moving stuff
around, the process itself makes it difficult to see the end
product . . . but the outcome is often quite good."

                        Movie Gallery Talks

The Journal also reports Blockbuster has been in discussions with
Movie Gallery Inc. -- which filed for bankruptcy protection
earlier this month -- about acquiring assets that might bolster
Blockbuster's prospects.

The Journal relates that in early January, Blockbuster's chief
merchandising officer, Bill Lee, sent a letter to rival Movie
Gallery expressing interest in acquiring certain assets, including
stores and customer lists, according to people familiar with the
matter.  Movie Gallery chose not to engage in discussions and
focused on preparing a bankruptcy filing.

"We're still having discussions with them," Mr. Keyes said, adding
the company has no intention of acquiring Movie Gallery wholesale.
Mr. Lee has since left the company.

                        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.

                         About Blockbuster

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

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

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



BLOCKBUSTER INC: Reports $558.2-Mil. Net Loss for Fiscal 2009
-------------------------------------------------------------
Blockbuster Inc. said total revenues for the fiscal fourth quarter
ended January 3, 2010, were $1.08 billion as compared to total
revenue of $1.31 billion for the same period one year ago.
Results of the fourth quarter were primarily attributable to a
14.7% decrease in same-store comparables, a further reduction in
company-operated stores and competitive pressures.

Net loss in the fourth quarter of 2009 was $434.9 million, or
$2.24 per share, which includes the non-cash charge of $369.2
million for the impairment of goodwill and other long-lived
assets.  This compares to a net loss of $359.8 million, or $1.89
per share, in the fourth quarter of 2008, which included the
$435.0 million non-cash charge for the impairment of goodwill and
other long-lived assets.  Adjusted net loss for the fourth quarter
of 2009, which excludes costs associated with store closures,
severance and impairments, totaled $44.3 million, or $0.24 per
share. This compares to adjusted net income of $75.5 million, or
$0.38 per share, in the fourth quarter of 2008.

Fourth quarter 2009 earnings before interest, taxes, depreciation
and amortization was $16.5 million, compared to $122.8 million for
the fourth quarter of 2008.  Adjusted EBITDA, which excludes
stock-based compensation, costs associated with lease terminations
and severance, was $31.3 million in the fourth quarter of 2009,
compared to adjusted EBITDA of $128.1 million in the same period
one year ago.

Blockbuster ended the fourth quarter of 2009 with $188.7 million
in cash and cash equivalents and $58.5 million in restricted cash
related to the Company's letters of credit.  On January 14, 2010
Blockbuster announced the elimination of the remaining $24 million
of letters of credit related to Viacom, which enhanced the
Company's liquidity and reduced its restricted cash balance to
approximately $36 million as of January 2010.  The remaining
portion of the Company's restricted cash is primarily related to
its workers' compensation insurance.

Blockbuster said total revenues for the full year 2009 were $4.06
billion, compared to $5.07 billion for the full year of 2008.  Net
loss for the full year of 2009 was $558.2 million, or $2.93 per
share.  This compares with net loss of $374.1 million, or $2.01
per share, in 2008.  Excluding costs associated with store
closures, severance, impairments and certain other items, adjusted
net loss for the full year of 2009 was $73.7 million, or $0.44 per
share.  This compares with adjusted net income of $70.2 million,
of $0.31 per share, in 2008.

Full year 2009 EBITDA was $158.1 million, compared to $277.3
million for the full year of 2008. Adjusted EBITDA, which excludes
stock-based compensation, costs associated with lease
terminations, severance and certain other items was $196.4 million
for the full year of 2009, compared to adjusted EBITDA of $302.5
million for the full year of 2008.

"While Blockbuster had a challenging year, we did make progress
during the year towards the continued transformation of
Blockbuster.  We closed several hundred stores, but added over
2,000 new Blockbuster Express kiosks.  In addition, we introduced
a new a la carte by-mail program that provides our in-store
customers access to over 95,000 titles and launched Blockbuster On
Demand, making streaming video-on-demand available to millions of
households with the movies they enjoy at the touch of a button. We
completed these initiatives in spite of a challenging global
economy and the practical constraints of limited liquidity while
we were refinancing the Company's debt," stated Jim Keyes,
Chairman and Chief Executive Officer of Blockbuster Inc.
"Increased inventory levels to support a higher in-stock
availability and our investment in advertising were intended to
improve top line performance; however, disappointing holiday sales
due primarily to aggressive new competition and lower than
expected international performance led to a shortfall in our
financial results."

Mr. Keyes concluded, "While we believe the future is bright, the
next 12 to 18 months will remain challenging as we balance the
secular decline of a single channel with the ascension of emerging
channels; such as vending and digital. As we look at our plans for
2010, stores remain a key component of our multi-channel offering.
Through our alliance with NCR, we expect to add an additional
7,000 Blockbuster Express kiosks. We also plan to grow the by-mail
channel and further expand availability of our digital offering
through Blockbuster On Demand. We recognize the need to focus on
liquidity and regain the confidence of our stakeholders and will
continue to reduce costs, while expanding our new channels through
collaborative partnerships. Meanwhile, we will continue to explore
a variety of strategic alternatives to strengthen our capital
structure to position the Company for success in our
transformational efforts."

"For the full year 2010 we will continue to take actions to
improve liquidity," stated Tom Casey, Executive Vice President and
Chief Financial Officer of Blockbuster Inc. "We expect to further
reduce G&A expenses by over $200 million, continue to rationalize
the domestic store portfolio and work to divest international
assets. In addition, in 2010 global capital expenditures will
remain at maintenance levels in the range of approximately $30
million to $35 million and we will aggressively manage working
capital."

                 Optimizing the Domestic Portfolio

During 2010 Blockbuster will continue to rationalize its
footprint.  Portfolio optimization key metrics are:

     -- Through the Company's alliance with NCR, the Company will
        add an additional 7,000 Blockbuster Express kiosks and
        expect to have at least 10,000 by 2010 year end.

     -- With regard to the Company's store portfolio, for the full
        year of 2009 Blockbuster closed 374 domestic company-owned
        stores, which includes 140 domestic company-owned stores
        that were closed during the fourth quarter of 2009.

     -- For the full year of 2010 Blockbuster expects to close a
        range of 500 to 545 underperforming domestic company-owned
        stores. Blockbuster closed 253 domestic company-owned
        stores in January 2010 and has identified 150 domestic
        company-owned stores that are expected to be closed in
        April 2010. The Company expects to close 75 to 125
        domestic company-owned stores throughout the remaining
        portion of 2010.

     -- The Company continues to expect approximately $50 million
        in benefit to 2010 adjusted EBITDA from revenue transfer
        and loss avoidance from 2009 domestic company-owned store
        closures and expected domestic company-owned store
        closures in 2010.

                   Equity and Capital Structure

During the fourth quarter 2009, Blockbuster announced it would
seek shareholder approval to combine its two classes of common
stock into one class of common stock. The ratio for the proposed
combination is expected to be one-for-one and is subject to
obtaining stockholder approval at Blockbuster's annual
stockholders' meeting, which is currently scheduled to occur in
May 2010.  Blockbuster's dual class capital structure was
originally established in connection with its prior ownership by
Viacom.  The Company believes the elimination of the dual class
capital structure will improve the market liquidity for its common
stock and provide a more clearly defined equity structure.

In addition, in November 2009 the Company was notified by the New
York Stock Exchange that the Company's Class A common stock did
not satisfy the NYSE's continued listing standard that requires
the average closing price of a listed security be no less than
$1.00 per share over a consecutive 30 trading-day period. Under
NYSE rules, the Company has through the date of its 2010 annual
meeting within which to cure this deficiency. As such, the Company
has identified action items that it believes will enable it to
meet this continued listing standard within the cure period. These
actions include a reverse stock split, which will be voted upon at
Blockbuster's upcoming annual stockholders' meeting currently
scheduled for May 2010.

Blockbuster continues to actively explore various recapitalization
opportunities, which may include a recapitalization of the
Company's outstanding debt or equity securities. Rothschild Inc.
has worked with Blockbuster since February 2009 on a variety of
financing and strategic initiatives and continues to assist the
Company in connection with evaluating capital structure
alternatives.

             Adverse Going Concern Opinion Anticipated

The Company expects to file its Annual Report on Form 10-K for
fiscal 2009 with the Securities and Exchange Commission on or
before March 19, 2010.  Management anticipates the report of the
Company's independent registered public accounting firm relative
to the Company's 2009 consolidated financial statements will
contain an explanatory paragraph indicating that substantial doubt
exists with respect to the Company's ability to continue as a
going concern.  The Company's independent public accountants have
advised management that such an opinion will be related to the
risk that the Company will have a low level of liquidity,
particularly as a result of decreased cash from operations.  As
the Company noted, it intends to explore strategic alternatives,
one or more which could improve its liquidity.

A full-text copy of Blockbuster's earnings release is available at
no charge at http://ResearchArchives.com/t/s?54c4

                         About Blockbuster

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

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

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


BRIARWOOD CAPITAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Briarwood Capital, LLC
        P.O. Box 1159
        Rancho Santa Fe, CA 92067

Bankruptcy Case No.: 10-02677

Chapter 11 Petition Date: February 23, 2010

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Chief Judge Peter W. Bowie

Debtors' Counsel: Jeffry A. Davis, Esq.
                  Mintz Levin Cohn Ferris Glovsky & Popeo
                  3580 Carmel Mountain Road, Suite 300
                  San Diego, CA 92130
                  Tel: (858) 314-1500
                  Fax: (858) 314-1501
                  Email: jadavis@mintz.com

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

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

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

            http://bankrupt.com/misc/casb10-02677.pdf

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Gordon & Holmes            Contingent legal fee   Unknown
223 W. Date St.
San Diego, CA 92101

HCC Investors, LLC         Litigation claim       Unknown
c/o O'Melveny & Myers LLP
1999 Ave. of the Stars,
7th Fl.
Los Angeles, CA 90067-6035

Lennar Bridges, LLC        Litigation claim       Unknown
c/o O'Melveny & Myers LLP
1999 Ave. of the Stars,
7th Fl.
Los Angeles, CA 90067-6035

Lennar Land Partners II    Litigation claim       Unknown
c/o O'Melveny & Myers LLP
1999 Ave. of the Stars,
7th Fl.
Los Angeles, CA 90067-6035

Lennar San Jose Holdings,  Litigation claim       Unknown
Inc.
c/o O'Melveny & Myers LLP
1999 Ave. of the Stars,
7th Fl.
Los Angeles, CA 90067-6035

LLP II HCC Holdings, LLC   Litigation claim       Unknown
c/o O'Melveny & Myers LLP
1999 Ave. of the Stars,
7th Fl.
Los Angeles, CA 90067-6035

Cooley Godward Kronish     Legal Expenses         $580,365
4401 Eastgate Mall
San Diego, CA 92121-1909

American Lawyers Funding,  Loan                   $525,000
Inc.
2100 Palomar Airport Rd.
Suite 214
Carlsbad, CA 92011

LECG, LLC                  Legal Expenses         $400,000
PO Box 952423
St. Louis, MO 63195-2423

Vantage Law Group          Legal Expenses         $241,551

Shook Hardy & Bacon        Legal Expenses         $181,776
Attn: Accounting

Navigant Consulting        Legal Expenses         $101,328


Citi Business Card         Credit Card            $87,734


GAFCON, Inc.               Legal Expenses         $79,418


US Bank                    Credit Card            $73,678

Sullivan Hill Lewin        Legal Expenses         $60,000
Rez etc.

Market Pointe Realty       Legal Expenses         $50,324
Advisors

First Bankcard             Credit Card            $44,620

TERIS                      Legal Expenses         $39,531

Brodshatzer Wallace        Legal Expenses         $35,925
Spoon Yip


The petition was signed by Nicolas Marsch III, the company's
managing member.


BUCKINGHAM FINANCIAL: U.S. Trustee Wants Dismissal or Conversion
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas will
consider at a hearing on March 23, 2010, at 2:00 p.m., the U.S.
Trustee's motion to dismiss Buckingham Financial, LLC's Chapter 11
bankruptcy case.  The hearing will be held at 660 N. Central
Expressway, 3rd Floor Plano, Texas.

William T. Neary, the U.S. Trustee for Region 6, is asking the
Court to (a) appoint a Chapter 11 trustee, (b) dismiss the case,
(c) convert the case to Chapter 7, or (d) impose plan filing and
confirmation deadlines.

The U.S. Trustee contended that certain circumstances of the case
call for evaluation by a neutral third party to determine the best
course for the Debtor's creditors.  The U.S. Trustee related that
Christine Brauss, the sole owner, is not competent to effectively
manage the affairs of the Debtor and may be conflicted with the
interests of creditors by her relation or exposure to the Debtor's
affiliates.  The U.S. Trustee added that the Debtor has no
employees and operations, hence, the assets should be liquidated.

The Hon. Brenda T. Rhoades has earlier denied investor Helmut
Landwehr, et al.'s request to dismiss the Debtor's case.

Plano, Texas-based Buckingham Financial, LLC, operates as a real
estate business.  The Company filed for Chapter 11 bankruptcy
protection on December 6, 2009 (Bankr. E.D. Tex. Case No. 09-
43863).  John P. Lewis, Jr., Esq., who has an office in Dallas,
Texas, 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.


CABLEVISION SYSTEMS: Marathon Holds 6.76% of Class A Shares
-----------------------------------------------------------
M.A.M. Investments Ltd., a Jersey corporation; Marathon Asset
Management (Services) Ltd., a UK Corporation; Marathon Asset
Management LLP, a limited liability partnership incorporated under
the laws of England and Wales; and William James Arah, Jeremy John
Hosking and Neil Mark Ostrer disclosed that as of December 31,
2009, they may be deemed to beneficially own 16,697,089 shares or
roughly 6.76% of the Class A common stock of Cablevision Systems
Corp.

Headquartered in Bethpage, New York, Cablevision Systems Corp. is
predominantly a domestic cable TV multiple system operator serving
approximately 3.1 million subscribers in and around the New York
metropolitan area.  Among other entertainment-and media-related
business ventures, the company also owns and distributes
programming to cable television and direct broadcast satellite
providers throughout the United States through its Rainbow
National Services subsidiary.

As of September 30, 2009, the Company had $10,127,998,000 in total
assets against $15,321,360,000 in total liabilities and
$11,371,000 in redeemable noncontrolling interests.  The Company
as of September 30, 2009, had non-controlling interest of $24,000
and total deficiency of $5,204,733,000.

                          *     *     *

As reported by the Troubled Company Reporter on Oct. 15, 2009,
Standard & Poor's said it lowered its issue-level rating on
Cablevision Systems Corp. (BB/Negative/--) subsidiary Newsday
LLC's $650 million senior secured credit facility due 2013, which
consists of a $525 million fixed-rate term loan and a $125 million
floating-rate term loan.  S&P is lowering the issue-level rating
on the loan to 'BB' from 'BB+' and removed it from CreditWatch,
where it was placed with negative implications on Feb. 9, 2009.
S&P also revised the recovery rating on the loan to '3' from '2'.
A '3' recovery rating indicates that lenders can expect meaningful
(50%-70%) recovery in the event of payment default.

The TCR reported on Sept. 11, 2009, Standard & Poor's affirmed the
'BB' corporate credit rating of Cablevision.  Cablevision has
around $11.8 billion of debt reported outstanding at June 30,
2009.  The outlook is negative.

Cablevision carries "Ba2" Corporate Family and Probability of
Default Ratings from Moody's.


CABLEVISION SYSTEMS: OppenheimerFunds Has 2.54% of Class A Shares
-----------------------------------------------------------------
OppenheimerFunds, Inc., disclosed that as of December 31, 2009, it
may be deemed to beneficially own 6,260,053 shares or roughly
2.54% of the Class A common stock of Cablevision Systems Corp.

Headquartered in Bethpage, New York, Cablevision Systems Corp. is
predominantly a domestic cable TV multiple system operator serving
approximately 3.1 million subscribers in and around the New York
metropolitan area.  Among other entertainment-and media-related
business ventures, the company also owns and distributes
programming to cable television and direct broadcast satellite
providers throughout the United States through its Rainbow
National Services subsidiary.

As of September 30, 2009, the Company had $10,127,998,000 in total
assets against $15,321,360,000 in total liabilities and
$11,371,000 in redeemable noncontrolling interests.  The Company
as of September 30, 2009, had non-controlling interest of $24,000
and total deficiency of $5,204,733,000.

                          *     *     *

As reported by the Troubled Company Reporter on Oct. 15, 2009,
Standard & Poor's said it lowered its issue-level rating on
Cablevision Systems Corp. (BB/Negative/--) subsidiary Newsday
LLC's $650 million senior secured credit facility due 2013, which
consists of a $525 million fixed-rate term loan and a $125 million
floating-rate term loan.  S&P is lowering the issue-level rating
on the loan to 'BB' from 'BB+' and removed it from CreditWatch,
where it was placed with negative implications on Feb. 9, 2009.
S&P also revised the recovery rating on the loan to '3' from '2'.
A '3' recovery rating indicates that lenders can expect meaningful
(50%-70%) recovery in the event of payment default.

The TCR reported on Sept. 11, 2009, Standard & Poor's affirmed the
'BB' corporate credit rating of Cablevision.  Cablevision has
around $11.8 billion of debt reported outstanding at June 30,
2009.  The outlook is negative.

Cablevision carries "Ba2" Corporate Family and Probability of
Default Ratings from Moody's.


CALIFORNIA: Postpones Sale of $2-Bil. GO Bonds for a Week
---------------------------------------------------------
Romy Varghese at Dow Jones Newswires reports California Treasurer
Bill Lockyer has postponed the planned sale of $2 billion of
general obligation bonds for a week.  The bond sale was scheduled
to begin next week and price on March 4.

According to Dow Jones, Mr. Lockyer said the delay was required
because the state legislature hadn't voted on a cash-management
bill that would make California debt more appealing to investors
and ratings firms.

According to Dow Jones, California has the lowest credit ratings
of any state.  Moody's Investors Service rates the state's
general-obligation bonds Baa1, Standard & Poor's ranks them A-
minus, and Fitch Ratings rates them BBB.

According to Dow Jones, Dan Solender, director of municipal bond
management at Lord Abbett, said a delay of a week may not impact
the yields the bonds must pay, but any longer may raise costs,
especially as interest rates are attractive now.  "The key thing
is for them not to take too long to resolve this," Mr. Solender
said, according to Dow Jones.  "If they can get their act together
quickly, it's a good time to borrow."

Dow Jones reports that John Flahive, director of fixed income at
BNY Mellon Wealth Management, said that because of the delay and
the size of the deal, the bonds may come around 20 basis points
over where existing debt trades, which means the yields would be
in the range of 5.875% to 6%.

According to Dow Jones, Tom Dresslar, spokesman for Mr. Lockyer,
said says a higher rate doesn't make sense, since the cash-
management bill would "increase investors' comfort level."  The
bill would make the state better able to deal with cash-flow
management and avoid last year's situation when it issued IOUs.

Dow Jones relates that Finance department spokesman H.D. Palmer
said officials are confident that the bill will be approved by the
end of the week.


CANWEST GLOBAL: D. Asper & Lisa Pankratz Resign From Board
----------------------------------------------------------
Canwest Global Communications Corp announced that Ms. Gail Asper
OC, OM, LLD, Mr. David Asper and Ms. Lisa Pankratz have tendered
their resignations from the Company's Board of Directors and all
other director and officer positions with Canwest and its
subsidiaries.

In tendering their resignations, the members cited their
respective desires to pursue other business commitments and
charitable initiatives as well as to assist the Company's efforts
to reduce the size of its Board.  Derek Burney OC, Canwest's
Chairman of the Board, said that these director positions would
not be filled given the Company's court-supervised restructuring
which commenced in October 2009, and the Company's newspaper and
online publishing group pursuing a separate court-supervised
financial restructuring plan, which commenced last month.

"I would like to thank Gail, David and Lisa for their years of
skilled and dedicated service to Canwest's Board of Directors and
the commitment that they have demonstrated to Canwest," Mr. Burney
said.

He added: "I would particularly like to thank Gail and David for
their decades of leadership and dedication to the vision that
built Canwest.  I know that their decisions were carefully
considered and they have each acted throughout in the best
interests of all stakeholders.  I would also like to thank Lisa
for her valued oversight and considerable contributions as Chair
of the Pension Committee and as a member of the Audit Committee."

Mr. Burney noted that the Company will continue to benefit from
Ms. Asper and Mr. Asper's considerable experience and legacy
contribution through the restructuring process.  Canwest has
entered into consulting agreements with them for up to six months
or until such time that Canwest emerges from CCAA protection,
whichever occurs earlier.

Gail Asper, a lawyer, joined the Company in 1989, serving as
General Counsel until 1998 and Corporate Secretary from 1990 to
January 2008.  Ms. Asper joined the Company's Board of Directors
in February 1992.  She has also served for many years in
leadership positions on numerous not-for-profit boards and
charitable foundations including having served as President of the
Canwest Global Foundation since it was established in 1997.  She
is currently President of the Asper Foundation and is also
National Campaign Chair for Friends of the Canadian Museum for
Human Rights which is spearheading the development of a new
national museum in Winnipeg.

David Asper, also a lawyer, joined the Company in 1992 and became
a member of its Board of Directors in January 1997.  During his
time with Canwest, he held various positions at the Company and
its subsidiaries, including Executive Vice-President of Canwest
and Chairman of the National Post.  He is currently an Assistant
Professor of Law at Robson Hall Law School at the University of
Manitoba and is Executive Chairman of Creswin Properties Inc.,
which, among its business activities in North America, is working
towards the construction of a new CFL football stadium and retail
development in Winnipeg.

Lisa Pankratz, a chartered accountant, became a director of
Canwest in April 2005 and also served as Chair of the Pension
Committee and member of its Audit Committee.  Ms. Pankratz is
President of Mackenzie Cundill Investment Management Ltd. and an
advisor to the investment committees of Pacific Blue Cross and
B.C. Life & Casualty Company.  She is also a Trustee of the Board
of the Canadian Museum for Human Rights.

Leonard Asper, Canwest's President and Chief Executive Officer and
a director, will continue to serve in each of his present
positions with the Company and its subsidiaries.  The remaining
Board members Derek Burney, David Drybrough, David Kerr and Margot
Micallef are Independent directors actively involved in the
Company's financial restructuring activities.

                    About Canwest Global

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

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

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

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

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

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


CANWEST GLOBAL: Union CEP Wants Severance Pay for Members
---------------------------------------------------------
Communications, Energy and Paperworkers Union of Canada asks the
Ontario Superior Court of Justice for an order directing Canwest
Global Communications Corp. and the other applicants and
partnerships -- the CMI Entities -- CMI Entities -- to immediately
satisfy all obligations in respect of severance payments in
accordance with the terms of the applicable collective agreements
to members of the Union that rendered services to the CMI Entities
after October 6, 2009 -- the date of the Initial Order.

The Union also asks the Ontario Court for an order directing the
CMI Entities to establish a process to enable former employees
that are experiencing financial hardship to apply for immediate
payment on account of their future claim distributions in the CMI
Entities' bankruptcy proceedings.

The CMI Entities laid off or provided notice of layoff to
approximately 35 members of the Union in or around October 6,
2009.  The Affected Members were employed in the CMI Entities'
operations located in Calgary (8 members), Kelowna (9 members),
Saskatoon (9 members) and Ontario (9 members).

As a result of those layoffs, the affected employees became
entitled to severance pay and other benefits under a certain
collective agreement.  The Union says that the CMI Entities owed
the Affected Employees approximately C$490,000 for the severance
payments.

The Affected Members employed in connection with the Calgary and
Ontario operations were all on layoff and receiving severance
payments as of the date of the Initial Order.  Although additional
severance payments remained outstanding, the CMI Entities
discontinued all payments to the Affected Members employed at the
Calgary and Ontario operations as of the date of the Initial
Order.

The Affected Members employed in connection with the Kelowna and
Saskatoon operations all received notices of layoff with effective
dates that fell subsequent to the date of the Initial Order.
Accordingly, all of the Affected Members employed at the Kelowna
and Saskatoon continued to render services to the Applicants after
the date of the Initial Order.  However, and notwithstanding the
provision of services to the CMI Entities after the date of the
Initial Order, when the Affected Members at the Kelowna and
Saskatoon operations reached their lay-off dates, the CMI Entities
refused to comply with their obligations to make severance
payments in accordance with the terms of the applicable collective
agreements.

Robert Lumgair, a national representative employed by the
Communications, Energy and Paperworkers Union of Canada, relates
that notwithstanding the provisions of the collective agreement,
the employer unilaterally decided to make severance payments by
way of "salary continuance"; that is, it would continue to pay the
employees' regular salary, after the employees were laid off,
until the employer's severance obligations were exhausted.  In
response, the Union filed a grievance in relation to the
employer's failure to pay out severance claims on a "lump sum"
basis, Mr. Lumgair says.

According to Mr. Lumgair, the Affected Members have suffered
financial hardship as a result of the CMI Entities' refusal to
comply with the terms of the applicable collective agreements.

                    About Canwest Global

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

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

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

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

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

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


CATHOLIC CHURCH: Wilmington Diocese Won't Pay Accused Priests
-------------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., withdrew its request to
continue providing pensions, sustenance and medical coverage in
the ordinary course to certain priests accused of sexual abuse of
minors, Bill Rochelle at Bloomberg News reported.

The Diocese asked authority from the U.S. Bankruptcy Court for the
District of Delaware to:

  (a) continue providing pensions, sustenance and medical
      coverage in the ordinary course to certain priests accused
      of sexual abuse of minors; and

  (b) use certain restricted funds for the payment of
      prepetition pension obligations and certain housing and
      health costs for retired priests.

The Official Committee of Unsecured Creditors and the
representative of the abuse claimants, however, asked the
Bankruptcy Court to deny the Diocese's request.

The Committee's counsel, Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Delaware, contends, among
other things, that Third Circuit law is clear that claims to
pension benefits that vested prepetition are prepetition claims
that cannot be paid outside of a plan of reorganization.

                  About the Diocese of Wilmington

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

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

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


CELTIC ADVENTURES: Files for Chapter 11 Bankruptcy
--------------------------------------------------
Celtic Adventures LLC filed for Chapter 11 bankruptcy due to the
economic downturn, which hurt cash flow, according to reporting by
newsobserver.com.  Celtic Adventures LLC operates a pub.


CHATTEM INC: Discloses Noncompliance With NASDAQ Listing Rule
-------------------------------------------------------------
Chattem, Inc. is no longer in compliance with NASDAQ Listing Rule
5605(c) which requires that the audit committee of the Company's
Board of Directors be composed of at least three independent
directors.  As a result of certain appointments to, and
resignations from, the Board as contemplated by the Agreement and
Plan of Merger, dated as of December 20, 2009, among the Company,
sanofi-aventis, a French societe anonyme, and River Acquisition
Corp., a Tennessee corporation and an indirect wholly-owned
subsidiary of Parent, the Company has only two independent
directors, both of whom are members of the audit committee.

On February 19, 2010, the Company received a notice from the staff
of the NASDAQ Stock Market, indicating the Company is not in
compliance with Rule 5605(c).  However, consistent with Listing
Rule 5605(c)(4)(A), NASDAQ will provide the Company a cure period
in order to regain compliance:

-- until the earlier of the Company's next annual shareholders'
   meeting or February 9, 2011; or

-- if the next annual shareholder's meeting is held before
   August 9, 2010 then the Company must evidence compliance no
    later than August 9, 2010.

The Company must submit to NASDAQ documentation, including
biographies of any new directors, evidencing compliance with the
rules no later than this date.  In the event the Company does not
regain compliance by this date, NASDAQ rules require the NASDAQ
staff to provide written notification to the Company that its
securities will be delisted.

If the merger that is contemplated by the Merger Agreement does
not occur prior to the expiration of the cure period, the Company
will take the necessary steps to appoint an additional independent
director to the Board and to the Company's audit committee in
order to comply with Rule 5605(c).

                        About Chattem, Inc

Chattem, Inc., is a leading marketer and manufacturer of a broad
portfolio of branded OTC healthcare products, toiletries and
dietary supplements.  Total revenues for the last twelve months
ended November 2009 were approximately $500 million.

                           *     *     *

As reported in the Troubled Company Reporter-Latin America on
Feb. 11, 2010, Moody's Investors Service confirmed and will
withdraw the Ba3 corporate family rating and all other ratings for
Chattem, Inc.  These actions reflect the successful tender offer
by an indirect, wholly-owned subsidiary of sanofi-aventis for all
the outstanding common shares of Chattem, as well as the deposit
by Chattem of funds with a trustee necessary to fully discharge
all of Chattem's oustanding $90 million senior subordinated notes.
This concludes a review for possible upgrade that was initiated on
December 21, 2009.

These ratings of Chattem were confirmed and will be withdrawn:

  -- Corporate family rating of Ba3,
  -- Probability of default rating of Ba3, and
  -- $90 million senior subordinated notes of to B2 (LGD 6, 91%).


CHINA ARCHITECTURAL: Enters Into Conditional Waiver Deal
--------------------------------------------------------
China Architectural Engineering, Inc., has entered into a waiver
agreement with the bondholders applicable to the proposed
acquisition of a majority stake in Shanghai ConnGame Network Co.
Ltd.

As stated in the Company's previous press release dated
December 14, 2009, the acquisition of a 60% equity interest of
ConnGame and the issuance of the 25 million CAEI shares are
subject to a number of closing conditions, including but not
limited to the bondholders' waiver of their rights to a reduction
in the conversion price of the Company's outstanding convertible
bonds and exercise price of the related warrants as a result of
the proposed acquisition.

On February 24, 2010, the bondholders entered into an Amendment
and Waiver Agreement and agreed to waive their rights to a
reduction in the bond conversion prices and warrant exercise
prices for up to three months.  In exchange, the Company agreed to
make payments of the bonds' interest in arrears and interest due
in April 2010, in addition to repayment of a separate banking
facility. Completion of the proposed acquisition is subject to
negotiation and execution of a definitive equity transfer
agreement, regulatory approvals, and other customary closing
conditions.

At closing of the acquisition and upon receiving 25 million CAEI
shares, First Jet will become CAE's largest shareholder, and it is
expected that Mr. Jun Tang, who is First Jet's largest
shareholder, will be appointed CAE's new Chairman of the Board.

Mr. Tang commented, "I greatly look forward to joining China
Architectural Engineering's board of directors as its new
Chairman.  I am highly impressed with Mr. Luo's business and
technical vision to leverage the unique, complementary strengths
of CAE and ConnGame to transform CAE into a high-end architectural
design consultant and service provider, while also expanding into
China's growing online game market.  I am convinced that CAE and
ConnGame share a common culture of technical excellence, and
therefore, I am confident that the eventual integration of our
businesses and technologies will result in a greater new CAE."

Mr. Ken Yi Luo, the Company's Chief Executive Officer and
Chairman, commented, "We are appreciative of the support of our
bondholders and excited by the prospect of soon welcoming Mr. Tang
as our new Chairman.  Mr. Tang's proven leadership, deep technical
expertise, and prior success in the gaming industry will be
invaluable in helping to integrate and transform the new CAE,
enabling us to not only continue to take greater advantage of our
core architectural engineering and design market but also China's
large and rapidly growing online game market.  I truly look
forward to working closely with Mr. Tang to grow our combined
businesses and to deliver greater value to our supportive
shareholders."

              Overview of Conversion Price of the Bonds

Pursuant to the trust deeds that govern the Company's outstanding
Variable Rate Convertible Bonds due 2012 (the "2007 Bonds") and
12% Convertible Bonds due 2011 (the "2008 bonds," and collectively
with the 2007 Bonds, the "Bonds") and the warrants to purchase
300,000 shares of common stock of the Company expiring 2013 (the
"2008 Warrants"), the conversion price of the Bonds and the
exercise price of the 2008 Warrants shall adjust downward if the
Company issues shares at a per share price that is less than the
current conversion price of the Bonds or exercise price of the
2008 Warrants.  The 2007 Bonds are currently exercisable at $2.45
per share and the 2008 Bonds and 2008 Warrants are currently
convertible and exercisable at $6.35 per share.  According to the
agreed upon terms of the acquisition, one of the conditions to the
acquisition is the bondholders agreeing to waive their rights to a
reduction in the conversion price of the Bonds and exercise price
of the 2008 Warrants due to the issuance of the Shares.

                      About Shanghai ConnGame

Shanghai ConnGame, founded and led by seasoned experts with
extensive previous success in China's online game industry,
develops and operates MMORPGs in China.  Leveraging its innovative
game engines, scalable development platforms, and accomplished
production teams, ConnGame focuses on self-developed MMORPGs game
titles that are based on China's iconic characters and nostalgic
epochs.

                      About China Architectural

China Architectural Engineering, Inc. is a leader in the design,
engineering, fabrication and installation of high-end curtain wall
systems, roofing systems, steel construction systems, and eco-
energy systems.  Founded in 1992, CAEI has maintained its market
leadership by providing timely, high-quality, reliable, fully
integrated, and cost-effective solutions.  Collaborating with
world-renowned architects and building engineers, the Company has
successfully completed over one hundred large, complex and unique
projects worldwide, including numerous award-winning landmarks
across Asia's major cities.


CHRYSLER LLC: Atty. Gen Says Dealer Laws Don't Conflict With Order
------------------------------------------------------------------
Old Carco LLC, formerly known as Chrysler LLC, Old Carco Motors
LLC, formerly known as Chrysler Motors LLC, and Chrysler Group
LLC, commenced a lawsuit, seeking a declaration that recently
enacted amendments to the dealer laws of Maine, Oregon, North
Carolina and Illinois impose obligations on New Chrysler and grant
rights to certain dealers that are in conflict with, and therefore
are preempted by, the Bankruptcy Code and final orders issued by
the Court in connection with the "free and clear" sale of
substantially all of the Debtors' assets to New Chrysler and the
rejection of dealer agreements with 789 of the Debtors' Chrysler,
Jeep, and Dodge dealers.

The defendants in the adversary proceeding are:

  * John Kroger, Oregon Attorney General;

  * Matthew Garrett, Director of Oregon Department of
    Transportation;

  * Matthew Dunlap, Maine Secretary of State;

  * John McCurry, Chairman of the Maine Motor Vehicles Franchise
    Board;

  * Gene Conti, Transportation Secretary for the North Carolina
    Department of Transportation;

  * Mike Robertson, North Carolina Commissioner of Motor
    Vehicles;

  * Jesse White, Illinois Secretary of State; and

  * Terrence M. O'Brien, Chairperson of Illinois Motor Vehicle
    Review Board.

On August 31, 2009, the Bankruptcy Court issued an Opinion and
Order barring a group of rejected dealers from pursuing claims
against New Chrysler under already existing state dealer laws on
the ground that the statutory provisions relied on by the Rejected
Dealers were in conflict with, and therefore were preempted by,
the Bankruptcy Code and the Court's previously rendered final
orders and opinions.  The same conclusions reached in the
Enforcement Opinion regarding the exercise of rights under prior
laws apply with equal force to bar the enforcement of similar
rights under the new Rejected Dealer Amendments.

                     Answers to Complaint

A. John Kroger and Matthew Garrett

John Kroger, Oregon Attorney General, and Matthew Garrett,
Director of Oregon Department of Transportation, deny that the
recently enacted amendments to the dealer laws of Maine, Oregon,
North Carolina, and Illinois purport to:

  (a) require New Chrysler to reinstate the dealers' rejected
      dealer agreements in those states under certain
      circumstances;

  (b) seek to afford Rejected Dealers "blocking rights" to
      challenge establishments or relocations in their former
      markets, including their former line-makes; and

  (c) mandate that New Chrysler pay the Rejected Dealers the
      fair market value of their dealerships -- rights that the
      U.S. Bankruptcy Court for the Southern District of New
      York previously rejected as preempted under the Bankruptcy
      Code and the Bankruptcy Court's prior orders in connection
      with its construction of existing state statutes that seek
      to impose successor liability on New Chrysler.

Messrs. Kroger and Garrett deny that the Rejected Dealer
Amendments conflict with the Sale Order, the Rejection Order, the
Bankruptcy Code, settled bankruptcy law, and multiple provisions
of the United States Constitution and the Constitutions of the
States of Oregon, Maine, and Illinois.  They further deny, among
other things, that (i) New Chrysler faces the prospect of
immediate, severe, and irreparable injury if the enforcement of
the Rejected Dealer Amendments is not enjoined, and (ii) the
Rejected Dealer Amendments violate each of the contracts clauses
of the American Constitution and state constitutions as applied to
New Chrysler.

Accordingly, Messrs. Kroger and Garrett ask the Bankruptcy Court
to deny the requests for declaratory judgments, injunction and
payment of fees and costs.

B. Matthew Dunlap and John McCurry

Matthew Dunlap, Maine Secretary of State, and John McCurry,
Chairman of the Maine Motor Vehicle Franchise Board contend that
the Plaintiffs fail to state a claim upon which relief may be
granted.  They assert that the Plaintiffs' claims in the complaint
are barred by sovereign immunity.

Messrs. Dunlap and McCurry argue that the Bankruptcy Court lacks
personal jurisdiction over the Defendants, and lacks subject
matter jurisdiction.  Hence, they ask Judge Gonzalez to dismiss
the complaint, deny the request for declaratory judgment and
injunctive relief, and deny the request for fees and costs.

                      Illinois Seek Stay
                  and Withdrawal of Reference

Jesse White, Illinois Secretary of State and Terrence O'Brien,
Chairperson of the Illinois Vehicle Review Board ask the U.S.
Bankruptcy Court for the Southern District of New York to enter an
order staying litigation in the adversary proceeding until the
U.S. District Court for the Southern District of New York rules on
Illinois' motion to withdraw the reference.

Old Carco LLC, Old Carco Motors LLC and Chrysler Group LLC sued
Illinois on December 31, 2009, to enjoin the enforcement of
certain recent amendments to the Illinois Motor Vehicle Franchise
Act.  Although the District Court Clerk's office issued the
summons on January 10, 2010, the summons and complaint was not
served on Illinois until January 19.  The deadline for filing an
answer or otherwise pleading was February 10, 2010.

Lisa Madigan, Illinois Attorney General, in Chicago, Illinois,
relates that Illinois has since reviewed the complaint and decided
that it is appropriate to file a motion to withdraw the reference
with the District Court pursuant to Section 157 of
the Judiciary and Judicial Procedures Code.  The motion seeks
withdrawal on both mandatory and discretionary withdrawal grounds
and is being filed concurrently with the filing of Stay Motion.

Ms. Madigan reminds the Court that Rule 5011 of the Federal Rules
of Bankruptcy Procedure provides that the filing of a motion to
withdraw the reference does not stay the proceedings for which
withdrawal of the reference is sought but authorizes the
bankruptcy court to grant a stay of the proceedings pending
disposition of the withdrawal motion by the district court.  She
asserts that there is a likelihood that Illinois will prevail on
the merits of its Withdrawal Motion.

Illinois will be harmed if a stay is not granted to the extent it
may have to duplicate efforts with respect to litigating the
adversary proceeding in both the Bankruptcy and District Courts,
Ms. Madigan contends.  She points out that granting a stay during
the limited period of time required for the District Court to
decide Illinois' Withdrawal Motion will not cause substantial harm
to the Plaintiffs because they have already taken a significant
amount of time to serve Illinois with the complaint after it was
filed and a limited delay while the District Court considers the
Withdrawal Motion should not prejudice them.

The public interest will not be harmed by granting a stay, Ms.
Madigan further contends.  She explains that public interest is
the general interest of creditors and they will not be harmed as
this is a discrete proceeding and a limited duration stay will
have no effect on confirmation of a liquidating plan or other
aspects of estate administration.

In its Withdrawal Motion, Illinois asserts that the Bankruptcy
Court should withdraw the reference of the adversary proceeding
because the mandatory withdrawal provisions of Section 157(d) of
the Judiciary and Judicial Procedures Code apply where a timely
motion is brought by a party and resolution of the proceeding
requires consideration of both Bankruptcy Code and other federal
laws regulating organizations or activities affecting interstate
commerce.

In the alternative, the discretionary withdrawal provisions of
Section 157(d) authorize the Bankruptcy Court to withdraw the
reference on its own motion or on timely motion of a
party-in-interest "for cause shown," Ms. Madigan says.

            Court Extends North Carolina's Deadline

In a consented order signed by Judge Gonzalez, the Bankruptcy
Court extends to February 19, 2010, the deadline for North
Carolina to answer or otherwise respond to the complaint.

The order was agreed upon by Plaintiffs Old Chrysler and New
Chrysler and Defendants Gene Conti, Transportation Secretary for
the North Carolina Department of Transportation, and Mike
Robertson, North Carolina Commissioner of Motor Vehicles.

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: Hearing Today on Sale Process for Stamping Plant
--------------------------------------------------------------
Old Carco LLC f/k/a Chrysler LLC, one of the Debtors, has executed
a stalking horse agreement with Twinsburg Industrial Park LLC for
the sale of certain real and personal property comprising the
Debtors' Twinsburg, Ohio stamping plant, Corinne Ball, Esq., at
Jones Day, in New York, relates.

Accordingly, the Debtors ask the U.S. Bankruptcy Court for the
Southern District of New York to:

  (a) schedule a hearing on March 11, 2010, to consider approval
      of the sale of the Property to the Buyer or a higher and
      better bidder at an auction to be held on March 10, 2010;
      and

  (b) authorize and approve (i) the notice of the Auction and
      Sale Hearing and (ii) the Debtors' proposed procedures for
      further marketing of the Property, including the
      establishment of certain deadlines for indications of
      interest and the submission of qualifying bids, assistance
      with certain due diligence, the granting of certain
      stalking-horse bidder protections to the Buyer and the
      conduct of the Auction.

In addition, the Debtors ask that, upon conclusion of the Sale
Hearing, the Court will authorize the sale of the Property, free
and clear of liens, claims, interests and encumbrances to the
Buyer or a higher or better bidder at the Auction.

According to netDockets, the Debtors seek to sell:

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

    -- all intangible property pertaining thereto; and

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

The Property was pledged as collateral to secure the Debtors'
obligations under the Amended and Restated First Lien Credit
Agreement among Carco Intermediate Holdco II LLC, Old Carco, the
lender parties thereto and JPMorgan Chase Bank, N.A., as the agent
to the First Lien Lenders who hold the first priority lien on all
of the Property, subject to certain permitted liens.

Pursuant to a Transition Services Agreement, by Old Carco and New
Chrysler, New Chrysler is entitled to use the Property through
July 31, 2010 and has been conducting operations at the Property.
Pursuant to the TSA, New Chrysler does not pay rent for use of the
Property during the License Period, but is responsible for (a) all
carrying costs during the License Period and (b) the phase out and
deactivation of the premises at the conclusion of the License
Period.

Ms. Ball says that the carrying costs associated with the Property
are substantial and are estimated to be approximately $2,400,000
on an annual basis.  She adds that New Chrysler's obligation to
pay the costs terminates at the expiration of the License Period,
which could result in the Debtors being forced to bear the
entirety of the carrying costs in the next six months.

Ms. Ball tells the Court that the First Lien Lenders have
consented to the sale.

Chrysler received inquiries from 31 parties initially about
acquiring the assets but the interest translated into only seven
letters of intent and, finally, one offer to purchase, according
to a report by The Detroit News.

The Twinsburg plant was initially slated to close next month but
the need to stamp a supply of parts for Chrysler vehicles will
keep the plant and its roughly 400 workers employed until June 26,
the report said.

The principal terms of the Purchase Agreement, include these
provisions:

  * The Buyer will not assume any liabilities, claims, other
    claims, debts, commitments and obligations of Old Carco of
    any and all kind whatsoever, whether or not relating to the
    Property or Old Carco's business, whether arising prior to,
    on or after the closing of the sale.

  * The purchase price is $27,500,000.

  * A deposit amounting $2,750,000, must be delivered by wire
    transfer in immediately available funds to First American
    Title Insurance Company before the execution of the Purchase
    Agreement, and is refundable to the Buyer in the event the
    Purchase Agreement is terminated for any reason other than
    the Buyer's material breach of any representation,
    warranty, covenant or agreement contained in the Purchase
    Agreement and the breach is not cured within 10 days of the
    Buyer's receipt of notice of the breach.

  * From and after the date of execution of the Purchase
    Agreement, Old Carco has agreed not to amend the TSA without
    the Buyer's prior written consent to the extent the
    amendment would relate to the Property.

  * At the Closing of the Sale, Old Carco will pay, out of the
    proceeds of the Transaction: (a) any fees incurred in
    connection with the removal of unpermitted exceptions; (b)
    all city, state and county transfer taxes and fees payable
    in connection with the sale or conveyance of the Real
    Property; and (c) one-half of any escrow fee.  The Buyer
    will pay: (a) the cost of obtaining the Title Policy; (b)
    the cost of recording the Deed; and (c) one-half of any
    escrow fee; and

  * In consideration of the Buyer's due diligence and good faith
    negotiation of, and entry into, the Purchase Agreement, and
    in reimbursement of the Buyer's incurred expenses, in the
    event that Old Carco (a) consummates an approved alternative
    transaction for the Property or (b) the Buyer terminates the
    Purchase Agreement upon Old Carco's entry into an
    alternative transaction, Old Carco has agreed to pay the
    Buyer a break-up fee amounting $600,000 or the amount of the
    net proceeds of an alternative transaction, not to exceed
    $600,000.  The Break-up Fee will be payable as an
    administrative expense under Sections 503(b)(1) and
    507(a)(2) of the Bankruptcy Code on the date of the closing,
    and out of the proceeds, of the applicable transaction.  In
    no event will the Buyer be entitled to payment of the Break-
    up Fee unless and until the closing of an Approved
    Alternative Transaction.

A copy of the Purchase Agreement is available for free at:

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

                  Proposed Bidding Procedures

The Debtors will:

  * assist potential bidders in conducting their due diligence
    investigations and accept bids until 5:00 p.m. (Eastern
    Time) on March 5, 2010;

  * negotiate with qualified bidders in preparation for the
    Auction to begin at 10:00 a.m. (Eastern Time) on March 10,
    2010, if any additional Qualified Bids are received; and

  * select a successful bidder at the conclusion of the
    Auction and seek authority to sell the Property to the
    Successful Bidder at the Sale Hearing to be held by the
    Court at 10:00 a.m. (Eastern Time) on March 11, 2010.

A potential bidder must deliver written and electronic copies of
its bid to Capstone Advisory Group LLC, the Debtors' financial
advisor, so as to be received not later than 5:00 p.m. (prevailing
Eastern Time) on March 1, 2010.

A Potential Bidder must deposit with an escrow agent selected by
the Debtors a deposit equal to 10% of the initial cash purchase
price and must be made by certified check or wire transfer and
will be held by the Deposit Agent in accordance with the terms of
an escrow agreement to be provided with the Purchase Agreement.

If more than one qualified bid is received by the Bid Deadline,
the Debtors will conduct the Auction at 10:00 a.m. (prevailing
Eastern Time) on March 10, 2010, at the offices of Jones Day in
New York.

The bidding will start at the purchase price and terms proposed in
the Baseline Bid, and continue in increments of at least $100,000.
Notwithstanding any other provision of the Bidding Procedures,
when comparing bids at the Auction, the Buyer will be credited
with, and have added to the aggregate amount of any bid that the
Buyer elects to make at the Auction, an amount equal to the Break-
up Fee.

Qualified bidders are eligible to participate in the Auction.  The
Debtors will select, with the consent of the First Lien Agent, the
highest and best qualified bid for the Property to serve as the
starting point for the Auction.  As soon as practicable, the
Debtors will provide all qualified bidders
with a copy of the Baseline Bid.

Immediately prior to the conclusion of the Auction, the Debtors,
with the consent of the First Lien Agent, will: (i) review and
evaluate each bid made at the Auction on the basis of financial
and contractual terms and other factors relevant to the sale
process, including those factors affecting the speed and certainty
of consummating the Transaction; (ii) identify the successful bid;
and (iii) notify all Qualified Bidders participating in the
Auction, prior to its adjournment, of the successful bidder, and
the amount and other material terms of the
Successful Bid.  At the Sale Hearing, the Debtors will present the
Successful Bid to the Court for approval.

The Good Faith Deposits of all Qualified Bidders, and the Deposit
of the Buyer, will be held in escrow by the Deposit Agent and will
not become property of the Debtors' bankruptcy estates absent
further order of the Court.  The Deposit Agent will retain the
Deposit of the Buyer or the Good Faith Deposit of the Successful
Bidder, as the case may be, until the earlier of the closing of
the Transaction or the termination or expiration of the applicable
Marked Agreement or the Purchase Agreement, as the case may be.

At the closing of the Transaction contemplated by the Successful
Bid, a Successful Bidder will be entitled to a credit for the
amount of its Good Faith Deposit or, in the case of the Buyer, its
Deposit.  The Good Faith Deposits of all Qualified Bidders, other
than the Successful Bidder and the Next Highest Bidder, will be
released by the Debtors upon the entry of the Sale Order.

The Good Faith Deposits of the Successful Bidder and the Next
Highest Bidder will be released by the Debtors upon the earlier of
(i) the closing of the Transaction or (ii) the withdrawal of the
Property for sale by the Debtors.  Additionally, if the Purchase
Agreement is terminated, the Buyer's Deposit will be returned to
the extent required by the Purchase Agreement.

A copy of the proposed Bidding Procedures is available for free
at http://bankrupt.com/misc/ChrysStampBidProc.pdf

The Court will convene a hearing on February 25, 2010, to consider
approval of the Proposed Bidding Procedures.  Objections must be
filed on or before February 23, 2010.

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: Proposes DESCO & NAI as Brokers
---------------------------------------------
Old CarCo LLC and its units ask the Bankruptcy Court for authority
to employ DESCO Commercial LLC and NAI Farbman as their real
estate brokers nunc pro tunc to January 22, 2010, and nunc pro
tunc to February 4, 2010.

Specifically, the Debtors seek to retain:

  (a) DESCO in connection with the contemplated sale of the
      Debtors' manufacturing facility at 1001 N. Highway Drive,
      2295 and 2300 Hitzert Court and 1050 Dodge Drive, Fenton,
      Missouri, in accordance with the terms of an exclusive
      listing agreement; and

  (b) Farbman in connection with the sale of certain real
      property located at (i) 12311 Mark Twain, Detroit,
      Michigan and (ii) 14250 Plymouth Road, Detroit, Michigan
      in accordance with the terms of an exclusive right to sell
      agreement.

The Brokers are part of the NAI Global Network, which is a premier
network of independent commercial real estate firms and one of the
largest commercial real estate service providers worldwide.

Ronald E. Kolka, the Debtors' chief executive officer, notes that
the Brokers have performed certain real estate brokerage and
related services for the Debtors since the Agreements were
executed and will continue to perform those services pending a
hearing on the Debtors' Application to employ them.

According to Mr. Kolka, initiating work before the completion and
filing of the Application was appropriate because:

  -- proceeding with the sale of the Properties as expeditiously
     as possible furthers the Debtors' efforts to (i)
     efficiently wind-down their Chapter 11 estates as
     contemplated by the Plan and (ii) monetize the Properties
     for the benefit of the Debtors' estates and creditors,
     including their secured lenders who hold the primary
     economic interest in the Properties; and

  -- the Debtors believe that they are authorized to utilize the
     services of the Brokers consistent with the terms and
     conditions of the OCP Order.

A. DESCO

Upon the closing of the sale or exchange of the St. Louis
Property, the Debtors will pay to DESCO, a commission equal to (a)
two percent of the first $30 million of the "Total Consideration"
and (b) three percent of the Total Consideration in excess of
$30 million; provided, however, that:

  * any DESCO Commission payable pursuant to the DESCO Agreement
    will be:

       -- deemed earned upon the closing of the applicable sale
          or exchange of all or any portion of the St. Louis
          Property; and

       -- due and payable solely out of the proceeds derived
          from the sale or exchange of all or any portion of the
          St. Louis Property; and

  * the total DESCO Commission paid to DESCO for all sales
    related to the St. Louis Property will not exceed
    $2,000,000;

  * the DESCO Commission will be one percent of the Total
    Consideration if the buyer is an "Excluded Contact"; and

  * in no event will the DESCO Commission be payable if (A) the
    Court has not entered an order approving the proposed sale
    of all or any portion of the St. Louis Property, to the
    extent that an order is required, (B) the proposed sale
    or exchange of all or any portion of the St. Louis Property
    does not close or (C) the First Lien Lenders acquire the St.
    Louis Property pursuant to the terms of the Plan;

  * in no event will the sum of all DESCO Commissions payable to
    DESCO be less than $250,000.

If all or any portion of the St. Louis Property is sold at auction
under the supervision of the Court and DESCO is entitled to the
payment of a DESCO Commission in connection therewith, the Total
Consideration for purposes of computing the DESCO Commission will
be the greater of: (a) the Total Consideration to be paid pursuant
to any existing contract obtained prior to the Auction, if
applicable; or (b) the Total Consideration to be paid by the
successful bidder at the Auction.

In addition to the DESCO Commission, the Debtors will directly pay
or reimburse DESCO for its reasonable and necessary expenses
actually incurred in connection with the offer and sale of the St.
Louis Property, including, but not limited to, advertising,
signage and brochure costs, which will be billed to the Debtors
and payable within 30 days of receipt of invoice, provided that
the Debtors will not pay or reimburse DESCO for any expenses in
excess of $25,000.

B. Farbman

Upon the closing of the sale or exchange of all or any portion of
the Detroit Properties, the Debtors will pay to Farbman a 10%
commission, provided, however, that (a) any Farbman Commission
will be due and payable at the time of closing solely out of the
proceeds derived from the sale or exchange of all or any portion
of the Detroit Properties; (b) if the buyer is a "Restricted
Party", then the applicable Farbman Commission will be (i) 10% of
the Total Consideration if the sale involves a co-broker,
provided, however, that the commission will be six percent of the
Total Consideration should any co-broker fail to comply with the
requirements of the OCP Order and (ii) six percent of the Total
Consideration if the sale does not involve a co-broker; and (c) in
no event will the Farbman Commission be payable if (i) the Court
has not entered an order approving the proposed sale of all or any
portion of a Detroit Property, to the extent that an order is
required, (ii) the proposed sale or exchange of all or any portion
of the Detroit Properties does not close or (iii) the First Lien
Lenders acquire the applicable Detroit Property pursuant to the
terms of the Plan.  In no event will the sum of all Farbman
Commissions payable to Farbman on account of all sales related to
the Plymouth Road Property be less than $40,000.

In addition to the Farbman Commission, the Debtors will directly
pay or reimburse Farbman for its reasonable and necessary expenses
actually incurred in connection with the offer and sale of the
Detroit Properties, which will be billed to the Debtors and
payable within 30 days of the Court's approval of the expenses as
reasonable and necessary.  The Debtors and Farbman have agreed to
establish a budget for the expenses prior to Farbman incurring the
expenses and the total is not expected to exceed $50,000.

The Debtors indemnify the Brokers against all losses, damages,
expenses, claims, suits and liabilities to the extent arising out
of or resulting from the Brokers' negligent or intentional acts or
omissions or those of their personnel.

Daniel W. Hayes, a principal at DESCO, and Douglas P. Fura, a
senior vice president of Farbman, assure the Court that their
firms are each "disinterested persons" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: Rejected Dealers Reconsideration Request Untimely
---------------------------------------------------------------
Island Jeep Incorporated, Scotia Motors Inc., Golden Motors, John
Hine Pontiac, Pen Motors Inc., West End Garage, Mauro Motors,
Inc., Bollinger's, Inc., Brother's Motors Inc., St Pete Jeep
Chrysler, Rallye Auto Plaza Inc., Neil Huffman Incorporated, Bill
Spurlock Dodge, Inc., Rock of Texas Automotive Inc., South Holland
Dodge, Pride Chrysler Jeep, Thomas Dodge Corp, Taylor-Parker Motor
Company, Evansville Chrysler Inc., and Alley's of Kingsport, Inc.,
asked the Bankruptcy Court to reconsider its order authorizing the
rejection of executory contracts and unexpired leases with certain
domestic dealers, and the Court's opinion regarding authorization
of that rejection.

The Bankruptcy Court has denied in its entirety the Dealers'
request for reconsideration of the Rejection Opinion and Order.

Bankruptcy Judge Arthur Gonzalez also concluded in his 25-page
opinion that the Reconsideration Motion, pursuant to Rule 60(b)(1)
of the Federal Rules of Civil Procedure, is untimely.  The Court
further held that application of the Court's inherent power to
grant reconsideration is not warranted under the circumstances.

Because the Dealers' allegations do not rise to the level of fraud
on the Court, the request for reconsideration, pursuant to Rule
60(d)(3), is denied, Judge Gonzalez maintained.  He added that the
additional relief sought by the Dealers is not properly before the
Court in the context of a motion for reconsideration and those
additional relief are denied.

In addition to the Dealers' response to the Debtors' objection to
the Reconsideration Motion, the Dealers asked the Court to strike
Footnote 13 of the objection and further asked that the Court
order the Debtors to resubmit their objection without Footnote 13.
The Dealers argued that the Footnote improperly attempts to
"psychoanalyze the motivations of our clients" in bringing the
Request by making reference to news reports, which discuss non-
related "Constitutional causes" that have absolutely nothing to do
with the Reconsideration Motion.  The Dealers added that Footnote
13 is an entirely improper attack upon them and their counsel by
way of reference to controversial lawsuits which their counsel
have been involved with.

Footnote 13 provides that the Debtors have taken note of certain
public statements connecting the Reconsideration Motion to a
crusade involving the Dealers' counsel to challenge President
Barack Obama's legitimacy as President of the United States of
America.  The Footnote also cited a report that new attempts
challenging President Obama's legitimacy as President involves a
legal maneuver known as "quo warranto," a prerogative writ
requiring the person to whom it is directed to show what authority
he has for exercising some right or power he claims to hold.  The
new attempt centers on the Chrysler bailout, and President Obama's
authority to use Troubled Asset Relief Program funds to bail out
Chrysler.

Although a separate motion by the Dealers would have been the
appropriate procedural means by which to address their request,
Judge Gonzalez said he will treat the request to strike as a
motion, and therefore, directed the Debtors to file a response to
that motion.

             Debtors Comply With Court's Directive

In response to the Court's direction and although the Debtors
disagree with the Dealers' claims in their Motion to Strike, the
Debtors withdraw Footnote 13 from the Objection to resolve the
matter and avoid the need for further litigation.  The Debtors
also tell Judge Gonzalez that the Court can deem the Amended
Objection as substituted for the Objection in its original form.

The Debtors believe that the withdrawal resolves the Motion to
Strike and obviates the need for any further proceedings in this
regard.

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: State Court Denies Dealers' Request for Injunction
----------------------------------------------------------------
Old Carco LLC, formerly Chrysler LLC, and Chrysler Group LLC made
a third request before the Bankruptcy Court to enforce the
protections of the automatic stay in connection with the actions
of certain noncompliant dealers, Archer Automotive, Inc., and
Archer Volkswagen, Inc., in the Texas District Court, Travis
County.

Specifically, the Noncompliant Dealers, whose dealership
agreements were properly rejected by the Rejection Order, sought
and obtained a temporary restraining order, and were seeking a
temporary injunction, from the State Court enjoining the Texas
Department of Motor Vehicles from processing and issuing dealer
licenses to New Chrysler's dealer candidates anywhere in Fort Bend
and Harris Counties -- the counties where the Noncompliant Dealers
formerly operated Chrysler, Jeep and Dodge dealerships.

Corinne Ball, Esq., at Jones Day, in New York, relates that after
the Debtors filed the Third Enforcement Motion, the Noncompliant
Dealers' request for temporary injunction has been denied by the
State Court.

Accordingly, the Debtors and New Chrysler withdraw the Third
Enforcement Motion at this time, without prejudice.  However, the
Debtors and New Chrysler expressly reserve their right to seek any
form of relief, including, but not limited to, attorneys' fees and
costs, against the Noncompliant Dealers or any other party that
asserts claims or pursues actions in any non-bankruptcy forum.

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CINCINNATI BELL: Peninsula Capital Holds 6.40% of Class A Shares
----------------------------------------------------------------
Peninsula Capital Advisors, LLC, and Peninsula Investment
Partners, L.P., disclosed that as of December 31, 2009, they may
be deemed to beneficially own 13,000,000 shares or roughly 6.40%
of the Class A common stock of Cincinnati Bell Inc.

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

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

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


CINCINNATI BELL: Vanguard Group Holds 6.87% of Class A Shares
-------------------------------------------------------------
The Vanguard Group Inc. disclosed that as of December 31, 2009, it
may be deemed to beneficially own 13,947,850 shares or roughly
6.87% of the common stock of Cincinnati Bell Inc.

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

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

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


CMR MORTGAGE: Court Continues Plan Outline Hearing to April 1
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
will continue hearing until April 1, 2010, at 9:30 a.m., the
approval of CMR Mortgage Fund II, LLC, and CMR Mortgage Fund III,
LLC's proposed Disclosure Statement for their Chapter 11 Plan.
The hearing will be held at San Francisco Courtroom 23.

The Debtors will begin soliciting votes on the Plan following
approval of the adequacy of the information in the Disclosure
Statement.

As reported in the Troubled Company Reporter on Oct. 23, 2009, the
Plan provides that substantially all secured and unsecured
creditors will be paid in full over a maximum seven-year term,
members of the Debtors will retain their membership interests or
voluntarily exchange the interests for debt as provided for in the
Plan, and the Debtors will eventually begin to return capital to
members of the Debtors.

Distributions under the Plan will be funded by sales or Joint
Ventures of real property, loans secured by real property and
payoffs by borrowers.  There are only two secured claims against
assets held by CMR Fund II, which claims will be paid from the
proceeds of the sale or refinance of the underlying assets or
satisfied by forfeiture of the assets.  There are no secured
claims against assets held by CMR Fund III.

The Debtors intend to obtain DIP Financing in order to fund
business operations, however, the DIP Financing will not be used
to make distributions under the Plan.

The Plan further provides that the Debtors will restructure their
members' equity interests and reduce the number of members of each
Debtor to less than 300 in order to enable the Debtors to
terminate the requirement to register their securities with
Section 12(g)(4) of the Securities and Exchange Act of 1934 and to
file reports as a public company.

In order to accomplish the restructuring, the Debtors will offer
some or all members the option of exchanging their membership
interest for unsecured debt.

Imperial Capital Bank will retain its lien against the Sand City
Property.  CMR Fund II intends to sell or refinance the Sand City
Property and pay Imperial Capital Bank's Allowed Secured Claim in
full.  Imperial Capital Bank holds a first priority lien against
the Sand City Property.  In addition to the lien which was
foreclosed upon, CMR Fund II holds a second position lien against
the Sand City Property in the amount of $10,000,000.  A third
position lien against the Sand City Property in the amount of
$10,000,000 is jointly held by CMR Fund I (97%) and CMR Fund III
(3%).

The Plan also proposes that CMR Income Fund, LLC, a California
limited liability company, and Wells Fargo Foothill, Inc. will
retain their jointly-held lien against Fund II's lien against the
Wheatland Property and its membership interests in Wheatland
Holdings.  CMR Fund II intends to sell or refinance the Wheatland
Property and pay the Allowed Class 2A Claim in full.  Income Fund
and Wells Fargo Foothill, Inc. hold a lien in the amount of
$23,333,777 against CMR Fund II's lien against the Wheatland
Property and its membership interest in Wheatland Holdings.

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

A full-text copy of the Debtor's Joint Plan of Reorganization is
available for free at:

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

San Francisco, California-based CMR Mortgage Fund II, LLC, is a
limited liability company organized for the purpose of making or
investing in business loans secured by deeds of trust or mortgages
on real properties located primarily in California.   The Company
previously funded lending activities through loan pay downs or pay
offs, as well as by selling its membership interests, and by
selling all or a portion of interests in the loans to individual
investors.  The Company commenced operations in February 2004.
The Company ceased accepting new members in the third quarter of
2006.

The Company and CMR Mortgage Fund III, LLC, filed for Chapter 11
protection on March 31, 2009 (Bankr. N. D. Calif. Case No. 09-
30788 and 09-30802).  Robert G. Harris, Esq., at the Law Offices
of Binder and Malter, represents the Debtor as counsel.  The
Debtor listed between $10 million and $50 million each in assets
and debts.


COMPUTER SYSTEMS: Gets Final OK to Use Lenders Cash Collateral
--------------------------------------------------------------
The Hon. Randolph Baxter of the U.S. Bankruptcy Court for the
District of Ohio authorized, on a final basis, Computer Systems
Company, Inc., and its subsidiary R4, LLC, to:

   -- access cash collateral securing repayment of obligations
      with Huntington Bank, SWPelham Fund L.P. and Development
      Capital Ventures, LP, and the IRS; and

   -- grant adequate protection to prepetition lenders.

As of the petition date, the Debtors owed Huntington not less than
$13,700,000, which was secured by a perfected, first priority
security interest in substantially all of the Debtors' assets.
IRS also asserts that it has a perfected first priority lien on
certain of the Debtors' account receivable by virtue of filing
notices of tax lien.

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 November 25, 2009,
in exchange for using the cash collateral, the Debtors will grant,
as adequate protection, to:

     (i) Huntington Bank, the Senior Lender, monthly interest
         payments as set forth in the Budget and continuing valid,
         binding, enforceable and perfected, replacement liens and
         security interests in and on all of the post-petition
         assets of the Debtors to the same extent, amount and
         priority as the Senior Lender's liens existed pre-
         petition without the necessity of any filing of any UCC
         Financing Statement or other document.  Computer Systems
         has a senior, secured credit facility with the Senior
         Lender that, as amended, includes a revolving loan in the
         maximum amount of $13,000,000 and a term loan in the
         maximum amount of $1,500,000.

    (ii) SWPelham Fund L.P. and Development Capital Ventures, LP
         -- the Subordinated Noteholders -- and the IRS continuing
         valid, binding, enforceable and perfected, replacement
         liens and security interests in and on all of the post-
         petition assets of the Debtors to the same extent, amount
         and priority as the Subordinated Noteholder and the IRS
         liens existed pre-petition without the necessity of any
         filing of any UCC Financing Statement or other document.
         Computer Systems obtained additional loans from the
         Subordinated Noteholders in the original principal amount
         of $5,000,000 pursuant to the issuance of secured notes
         which were subordinated to the First Senior Credit
         Facility.

The Debtors' access to the cash collateral will terminate on (i)
June 30, 2010, or (ii) the occurrence of an event of default.

Subject to the notice and cure requirements, any and all of IRS'
obligations will terminate and IRS may prosecuted its
administrative remedies, upon the Debtors' failure to (i) timely
maka adequate protection payments, (ii) timely file any
postpetition federal tax returns, or (iii) timely pay any
postpetition federal tax liabilities.

                     About Computer Systems

Strongsville, Ohio-based Computer Systems Co., also known as CSC
Group, is a provider of information management software for
health-care providers.  The Company and its subsidiary, R4, LLC,
filed for Chapter 11 bankruptcy on November 13, 2009 (Bankr. N.D.
Ohio Case No. 09-20802).  Computer Systems said that its assets
were $49.1 million and debt was $33.9 million at September 30,
2009.


CONSECO INC: Paulson & Co. Owns 9.7% of Common Stock
----------------------------------------------------
Paulson & Co. Inc., et al., disclose that as of February 2, 2010,
they collectively beneficially own 24,455,000 shares of Conseco
Inc's common stock representing 9.7% of the outstanding common
shares:

                                      Shares
                                      Beneficially
   Company                            Owned          Percentage
   -------                            ------------   ----------
Paulson & Co. Inc.                     24,455,000       9.7%
Paulson Advantage Master Ltd.           4,640,931       1.8%
Paulson Advantage Plus Master Ltd.     10,014,501       4.0%
Paulson Advantage Select Master
  Fund Ltd.                                99,568      <0.1%
Paulson Recovery Master Fund Ltd.       9,700,000       3.9%
John Paulson                           24,455,000       9.7%

A full-text copy of the amended Schedule 13-G is available at no
charge at http://researcharchives.com/t/s?5494

                        About Conseco Inc.

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

                        *     *     *

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

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


CONTINENTAL AIRLINES: FMR, Fidelity Hold 15.598% of Class B Shares
------------------------------------------------------------------
FMR LLC disclosed that it may be deemed to beneficially own
21,791,255 shares or roughly 15.598% of the Class B common stock
of Continental Airlines Inc.

Fidelity Management & Research Company, a wholly owned subsidiary
of FMR LLC, is the beneficial owner of 21,018,423 shares or
15.044% of Continental's Class B shares.  The number of Class B
Continental shares included 485,032 shares of Class B Common Stock
resulting from the assumed conversion of $9,640,000 principal
amount of CONTINENTL AIR CONV 4.5% 1/15 (50.3145 shares of Class B
Common Stock for each $1,000 principal amount of debenture).

The ownership of one investment company, Fidelity Capital
Appreciation Fund, amounted to 9,662,014 shares or 6.916% of the
Class B Common Stock outstanding.

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 21,018,423
shares owned by the Funds.

In its 2009 annual report on Form 10-K, Continental said as of
February 16, 2010, there were 18,890 holders of record of its
common stock.  Continental said it paid no cash dividends on the
common stock during 2009 or 2008, and has no current intention of
doing so.

                   About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations.  Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines.  With more than
41,000 employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with its regional partners,
carries roughly 63 million passengers per year.

At December 31, 2009, Continental had total assets of $12.781
billion against total current liabilities of $4.389 billion; long-
term debt and capital leases of $5.291 billion; deferred income
taxes of $203 million; accrued pension liability of $1.248
billion; accrued retiree medical benefits of $216 million; and
other liabilities of $844 million.  At December 31, 2009, the
Company had accumulated deficit of $442 million, accumulated other
comprehensive loss of $1.185 billion and stockholders' equity of
$590 million.  The December 31 balance sheet showed strained
liquidity: Continental had total current assets of $4.373 billion
against total current liabilities of $4.389 billion.

                           *     *     *

As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'.  At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.

The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn.  This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.

Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.


CONTINENTAL AIRLINES: Wellington Holds 5.06% of Class B Shares
--------------------------------------------------------------
Wellington Management Company, LLP, in its capacity as investment
adviser, may be deemed to beneficially own 7,012,327 shares or
5.06% of the Class B common stock of Continental Airlines Inc.

In its 2009 annual report on Form 10-K, Continental said as of
February 16, 2010, there were 18,890 holders of record of its
common stock.  Continental said it paid no cash dividends on the
common stock during 2009 or 2008, and has no current intention of
doing so.

                   About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations.  Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines.  With more than
41,000 employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with its regional partners,
carries roughly 63 million passengers per year.

At December 31, 2009, Continental had total assets of $12.781
billion against total current liabilities of $4.389 billion; long-
term debt and capital leases of $5.291 billion; deferred income
taxes of $203 million; accrued pension liability of $1.248
billion; accrued retiree medical benefits of $216 million; and
other liabilities of $844 million.  At December 31, 2009, the
Company had accumulated deficit of $442 million, accumulated other
comprehensive loss of $1.185 billion and stockholders' equity of
$590 million.  The December 31 balance sheet showed strained
liquidity: Continental had total current assets of $4.373 billion
against total current liabilities of $4.389 billion.

                           *     *     *

As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'.  At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.

The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn.  This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.

Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.


CRESCENT RESOURCES: Committee Against Executive Bonuses
-------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Official
Committee of Unsecured Creditors in Crescent Resources LLC's is
objecting to management's request for a $4 million bonus program.
The U.S. Trustee has earlier filed an objection to the proposed
bonus program, calling the payments a retention plan for insiders.
The Creditors Committee proposes that the bonuses be built into
what it calls the "egregiously inequitable" and "unconfirmable"
reorganization plan where unsecured creditors receive nothing
aside from recoveries by a litigation trust.

Crescent Resources is seeking approval from the Bankruptcy Court
of a $4 million bonus program for all of its 218 employees in
which $3.5 million is earmarked for executives.  Bonuses for each
participant will be capped at the lesser of $500,000 or twice
an executive's base salary.  Payment of the bonuses will depend on
whether the company meets cash-flow targets.

                     About Crescent Resources

Crescent Resources, LLC -- http://www.crescent-resources.com/--
is a land management and real estate development company with
interests in 10 states in the southeastern and southwestern United
States. Crescent Resources is a joint venture between Duke Energy
and Morgan Stanley Real Estate Fund.  Established in 1969,
Crescent creates mixed-use developments, country club communities,
single-family neighborhoods, apartment and condominium
communities, Class A office space, business and industrial parks
and shopping centers.

Crescent Resources, LLC, and its debtor-affiliates filed for
Chapter 11 protection on June 10, 2009, with the U.S. Bankruptcy
Court for the Western District of Texas (Austin), lead case number
09-11507, before Judge Craig A. Gargotta.  Eric J. Taube, Esq., at
Hohmann, Taube & Summers, L.L.P., is serves as the Debtors'
bankruptcy counsel.

Crescent Resources, LLC -- http://www.crescent-resources.com/--
is a land management and real estate development company with
interests in 10 states in the southeastern and southwestern United
States. Crescent Resources is a joint venture between Duke Energy
and Morgan Stanley Real Estate Fund.  Established in 1969,
Crescent creates mixed-use developments, country club communities,
single-family neighborhoods, apartment and condominium
communities, Class A office space, business and industrial parks
and shopping centers.

Crescent Resources, LLC, and its debtor-affiliates filed for
Chapter 11 protection on June 10, 2009, with the U.S. Bankruptcy
Court for the Western District of Texas (Austin), lead case number
09-11507, before Judge Craig A. Gargotta.  Eric J. Taube, Esq., at
Hohmann, Taube & Summers, L.L.P., is serves as the Debtors'
bankruptcy counsel.


CROSS CANYON: Gets Final OK to Use CIT Capital's Cash Collateral
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas, in a
final order, authorized Cross Canyon Energy Corp. to use the cash
collateral securing their obligation to CIT Capital and other
lenders.

The Debtor acknowledged that as of the petition date, it was
indebted to the administrative agents and other lenders:

   a) $11,500,000 plus accrued and unpaid interest of $488,184 and
      costs and expenses, pursuant to the amended and restated
      credit agreement dated September 2, 2008; and

   b) $22,000,000 plus accrued and unpaid interest of $1,450,396
      and costs and expenses, pursuant to the second lien term
      loan agreement dated September 2, 2008.

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

As reported in the Troubled Company Reporter on February 9, 2010,
in exchange for using the cash collateral, the Debtors propose to
grant CIT Capital:

     (a) continuing, valid, binding, enforceable, non-avoidable
         and automatically and properly perfected first priority
         security interests in and liens (collectively, the
         "Adequate Protection Liens") on all Prepetition
         Collateral.  The Debtor further proposed that the
         Adequate Protection Liens, subject to entry of a Final
         Order, will have recourse to the proceeds or property
         recovered in respect of any Avoidance Actions, any and
         all hereafter acquired assets and real and personal
         property of the Debtor, together with any proceeds
         thereof (the Collateral).  The Adequate Protection Liens
         will be senior and prior to all other interests or liens
         whatsoever in or on the Collateral, and will be subject
         and subordinate only to a carve-out for case
         professionals and valid, perfected and unavoidable liens
         or security interests on the Petition Date or liens
         perfected after the Petition Date the priority and
         perfection of which relates back to a date before the
         Petition Date;

     (b) a superpriority administrative expense claim with
         priority in this case, and otherwise, over all
         administrative expense claims and unsecured claims
         whether in existence on or arising after the Petition
         Date against the Debtor and its estate of any kind or
         nature whatsoever, subject only to the Carve-Out; and

     (c) reimbursement of CIT Capital for its reasonable out-of-
         pocket expenses incurred both before the Petition Date
         and during the case.

As adequate protection to any other secured creditor of the estate
that may exist, a replacement security interest and lien in the
Debtor's postpetition collateral in the same amount, and with the
same validity and priority as the lien had as of the Petition
Date.  The Debtor and CIT reserve all rights to contest the
amount, validity and priority of any and all liens and security
interests asserted by the other secured creditors.

The Debtors' access to the cash collateral will terminate on (i)
March 31, 2010; and (ii) on the occurrence of a termination event.

Spring, Texas-based Cross Canyon Energy Corp., fdba ABC Funding,
Inc., filed for Chapter 11 bankruptcy protection on January 29,
2010 (Bankr. S.D. Texas Case No. 10-30747).  Rhett G. Campbell,
Esq., at Thompson & Knight, 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.


DAZ VINEYARDS: Files Schedules of Assets & Liabilities
------------------------------------------------------
DAZ Vineyards, LLC, has filed with the U.S. Bankruptcy Court for
the Central District of California its schedules of assets and
liabilities, disclosing:

  Name of Schedule               Assets              Liabilities
  ----------------               ------              -----------
A. Real Property             $12,200,000
B. Personal Property         $19,871,232
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                   $11,185,299
E. Creditors Holding
   Unsecured Priority
   Claims                                               $40,682
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $192,356
                           -------------             ----------
        TOTAL                $32,071,232            $11,418,337

Los Olivos, California-based DAZ Vineyards, LLC, dba Demetria
Estate Winery, filed for Chapter 11 bankruptcy protection on
February 15, 2010 (Bankr. C.D. Calif. Case No. 10-10689).  William
C. Beall, Esq., at Beall and Burkhardt, assists the Company in its
restructuring effort.


DAZ VINEYARDS: Taps Beall & Burkhardt as Bankruptcy Counsel
-----------------------------------------------------------
DAZ Vineyards, LLC, have sought authorization from the U.S.
Bankruptcy Court for the Central District of California to employ
Beall & Burkhardt as bankruptcy counsel.

Beall & Burkhardt will, among other things:

     a. meet with the Debtor concerning the initial filing
        requirements of a Chapter 11 case;

     b. represent the Debtor in hearings and meetings before the
        Court;

     c. prosecute and defend appropriate adversary proceedings in
        the Court; and

     d. prepare a disclosure statement and plan of reorganization.

Beall & Burkhardt will be paid based on the hourly rates of its
personnel:

        William C. Beall           $395
        Eric W. Burkhardt          $375

William C. Beall, a partner at Beall & Burkhardt, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Los Olivos, California-based DAZ Vineyards, LLC, dba Demetria
Estate Winery, filed for Chapter 11 bankruptcy protection on
February 15, 2010 (Bankr. C.D. Calif. Case No. 10-10689).  The
Company, according to the schedules, has assets of $32,071,232,
and total debts of $11,418,337.


DOMINO'S PIZZA: Cedar Rock Capital Reports 4.62% Stake
------------------------------------------------------
Cedar Rock Capital LLC disclosed that as of December 31, 2009, it
may be deemed to beneficially own 2,699,087 shares or roughly
4.62% of the common stock of Domino's Pizza, Inc.

Founded in 1960, Ann Arbor, Michigan-based Domino's Pizza, Inc.
(NYSE: DPZ) -- http://www.dominos.com/-- is the recognized world
leader in pizza delivery.  Through its primarily locally owned and
operated franchised system, Domino's operates a network of 8,886
franchised and Company-owned stores in the United States and over
60 international markets.  The Domino's Pizza((R)) brand, named a
Megabrand by Advertising Age magazine, had global retail sales of
over $5.5 billion in 2008, comprised of nearly $3.1 billion
domestically and over $2.4 billion internationally.  During the
third quarter of 2009, the Domino's Pizza((R)) brand had global
retail sales of over $1.2 billion, comprised of over $672 million
domestically and over $570 million internationally.

As of September 6, 2009, the Company had $443.7 million in total
assets against $156.9 million in total current liabilities and
$1.636 billion in total long-term liabilities, resulting in
$1.350 billion in stockholders' deficit.


DOMINO'S PIZZA: TAMRO Capital Reports 5% Equity Stake
-----------------------------------------------------
TAMRO Capital Partners LLC disclosed that as of December 31, 2009,
it may be deemed to beneficially own 2,919,601 shares or roughly
5% of the common stock of Domino's Pizza, Inc.

Founded in 1960, Ann Arbor, Michigan-based Domino's Pizza, Inc.
(NYSE: DPZ) -- http://www.dominos.com/-- is the recognized world
leader in pizza delivery.  Through its primarily locally owned and
operated franchised system, Domino's operates a network of 8,886
franchised and Company-owned stores in the United States and over
60 international markets.  The Domino's Pizza((R)) brand, named a
Megabrand by Advertising Age magazine, had global retail sales of
over $5.5 billion in 2008, comprised of nearly $3.1 billion
domestically and over $2.4 billion internationally.  During the
third quarter of 2009, the Domino's Pizza((R)) brand had global
retail sales of over $1.2 billion, comprised of over $672 million
domestically and over $570 million internationally.

As of September 6, 2009, the Company had $443.7 million in total
assets against $156.9 million in total current liabilities and
$1.636 billion in total long-term liabilities, resulting in
$1.350 billion in stockholders' deficit.


DOYLE HEATON: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Doyle D. Heaton and Mary K. Heaton have filed with the U.S.
Bankruptcy Court for the Northern District of California its
schedules of assets and liabilities, disclosing:

  Name of Schedule               Assets             Liabilities
  ----------------               ------             -----------
A. Real Property             $ 11,955,000
B. Personal Property           $7,331,631
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                   $13,228,028
E. Creditors Holding
   Unsecured Priority
   Claims                                               $66,436
F. Creditors Holding
   Unsecured Non-priority
   Claims                                          $118,661,304
                              -------------      --------------
TOTAL                           $19,286,631        $131,955,768

Pleasant Hill, California-based Doyle D. Heaton and Mary K. Heaton
filed for Chapter 11 protection on January 11, 2010 (Bankr. N.D.
Calif. Case No. 10-40297).  Maxim B. Litvak, Esq., at Pachulski,
Stang, Ziehl and Jones, assists the Debtors in their restructuring
efforts.


DOYLE HEATON: Wants to Use Collateral Containing Rental Proceeds
----------------------------------------------------------------
Doyle D. Heaton and Mary K. Heaton have asked for permission from
the U.S. Bankruptcy Court for the Northern District of California
to use cash collateral consisting of proceeds from rental
properties.

Maxim B. Litvak, Esq., Pachulski Stang Ziehl & Jones LLP, the
attorney for the Debtors, explain that the Debtors will use the
money to maintain the Rental Properties, pay or reserve for tax
obligations relating to the Rental Properties and, to the extent
of any remaining excess proceeds, distribute the proceeds to the
first lien lenders on the Rental Properties to be applied against
the Debtors' outstanding obligations to the lenders.

The Debtors also seek the Court's permission for: (a) any lenders
holding interest reserves for the benefit of the Debtors on
account of the Rental Properties to utilize, offset or otherwise
apply the reserves in their discretion; and (b) any second lien
lenders on the Rental Properties to advance funds, in their
discretion, to (i) holders of first lien deeds of trust against
the Rental Properties for the purpose of paying senior debt
service, or (ii) the Debtors for the purpose of maintaining or
renovating the Rental Properties for sale.

The Debtors say that they won't commingle any of the rental
proceeds from any particular Rental Property with another Rental
Property, and that only rental proceeds from each individual
Rental Property will be utilized for purposes of maintaining that
property, paying taxes on that property, and/or making
distributions to first lien lenders on account of that property.

Each of the Rental Properties is encumbered by first deeds of
trust and, in most instances, second deeds of trust.  The Debtors
believe that each of the Rental Properties is "underwater" from
the perspective of the estate in that the secured claims against
the Rental Properties exceed the value of the properties.  The
Debtors intend to liquidate these assets over the next four to six
months as part of settlements with their secured creditors that
will be incorporated in the Debtors' contemplated plan.  In the
meantime, the Debtors need to maintain the Rental Properties and
to satisfy tax obligations associated with these assets.  The
Debtors believe that any excess rental proceeds should be
distributed to applicable first lien lenders given that the
Debtors' estate has no equity in the Rental Properties, and even
if there was equity, payment now will minimize accruing interest
and fees under the loans at issue.

The Court has set a hearing for March 4, 2010, at 2:30 p.m. on the
Debtors' request to use cash collateral.

Pleasant Hill, California-based Doyle D. Heaton and Mary K. Heaton
filed for Chapter 11 protection on January 11, 2010 (Bankr. N.D.
Calif. Case No. 10-40297).  Maxim B. Litvak, Esq., at Pachulski,
Stang, Ziehl and Jones, assists the Debtors in their restructuring
efforts.


DOYLE HEATON: Taps Pachulski Stang as General Bankruptcy Counsel
----------------------------------------------------------------
Doyle D. Heaton and Mary K. Heaton sought and obtained
authorization from the Hon. Edward D. Jellen at the U.S.
Bankruptcy Court for the Northern District of California to employ
Pachulski Stang Ziehl & Jones LLP as general bankruptcy counsel.

Pachulski Stang will, among other things:

     a. assist, advise, and represent the Debtors in their
        consultations with creditors regarding the administration
        of the Debtors' bankruptcy case;

     b. assist, advise, and represent the Debtors in any manner
        relevant to a review of the Debtors' leases and other
        contractual obligations, and asset dispositions;

     c. assist, advise, and represent the Debtors in any issues
        associated with the acts, conduct, assets, liabilities,
        and financial condition of the Debtors; and

     d. assist, advise, and represent the Debtors in the
        negotiation, formulation, and drafting of any plan of
        reorganization and disclosure statement.

Pachulski Stang will be paid based on the hourly rates of its
personnel:

        Debra I. Grassgreen              $775
        Maxim B. Litvak                  $650
        Paralegal Patricia J. Jeffries   $235

Pachulski Stang is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Pleasant Hill, California-based Doyle D. Heaton and Mary K. Heaton
filed for Chapter 11 protection on January 11, 2010 (Bankr. N.D.
Calif. Case No. 10-40297).  Maxim B. Litvak, Esq., at Pachulski,
Stang, Ziehl and Jones, assists the Debtors in their restructuring
efforts.  The Debtors estimated their assets at $10,000,001 to
$50,000,000 and debts at $100,000,001 to $500,000,000.


DURACO PRODUCT: STAG III Wants Conversion to Chapter 7
------------------------------------------------------
Plastic News reports that creditor STAG III Streamwood LLC is
asking the U.S. Bankruptcy Court in Chicago to convert Duraco
Products Inc.'s Chapter 11 case to Chapter 7 liquidation.  STAG
III claims that Duraco is administratively insolvent and unable to
reorganize.  STAG, which has a $2 million claim against Duraco,
said the Company filed to make payments in early January.

Based in Illinois, Duraco Products, Inc. makes molding lawn and
garden furniture.  The company filed for Chapter 11 protection on
November 18, 2008 (Bankr. N.D. Ill. Case No. 08-31353).  Keevan D.
Morgan, Esq., at Morgan & Bley, Ltd., represents the Debtor in its
restructuring efforts.  The company has assets of less than
$50,000, and debts of between $1 million and $10 million.


EAST WEST RESORT: Section 341(a) Meeting Scheduled for April 6
--------------------------------------------------------------
Roberta A. Deangelis, the Acting U.S. Trustee for Region 3, will
convene a meeting of creditors in East West Resort Development V,
L.P., L.L.L.P., et al.'s Chapter 11 case on April 6, 2010, at
1:00 p.m.  The meeting will be held at J. Caleb Boggs Federal
Building, 5th Floor, Room 5209, Wilmington, DE 19801.

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

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

Avon, Colorado-based East West Resort Development V, L.P.,
L.L.L.P., is a limited partnership between Crescent Resort
Development, Inc., and long-standing developer East West Partners,
Inc., that was formed to develop residential and commercial real
estate projects on and around the Northstar at Tahoe Resort in
Lake Tahoe, California.

East West Resort filed for Chapter 11 bankruptcy protection on
February 16, 2010 (Bankr. D. Delaware Case No. 10-10452),
estimating its assets and debts at $100,000,001 to $500,000,000.

The Company's affiliates -- Tahoe Club Company, LLC Tahoe Club
Company, LLC; Tahoe Mountain Resorts, LLC; NMP Holdings, LLC;
Grays Station, LLC; Old Greenwood, LLC; Old Greenwood Realty,
Inc.; Northstar Village Townhomes, LLC; Northstar Big Horn, LLC;
Northstar Trailside Townhomes, LLC; Northstar Iron Horse, LLC; and
Northstar Mountain Properties, LLC -- filed separate Chapter 11
petitions.

Dana L. Reynolds, Esq.; Daniel J. DeFranceschi, Esq.; and Paul N.
Heath, Esq., at Richards, Layton & Finger, P.A., assist the
Debtors in their restructuring efforts.  The Debtors' financial
advisor is Houlihan Lokey Howard & Zukin Capital, Inc.  The
Debtors' claims agent is Epiq Bankruptcy Solutions.


EAST WEST RESORT: Taps Paul Hastings as Bankruptcy Counsel
----------------------------------------------------------
East West Resort Development V, L.P., L.L.L.P., et al., have
sought permission from the U.S. Bankruptcy Court for the District
of Delaware to employ Paul, Hastings, Janofsky & Walker LLP as
bankruptcy counsel, nunc pro tunc to the Petition Date.

Paul Hastings will, among other things:

     a. prepare necessary and appropriate applications, motions,
        proposed orders, pleadings, notices, schedules and other
        documents, and review financial and other reports to be
        filed in the bankruptcy cases;

     b. advise the Debtors and assist them in the negotiation and
        documentation of, financing agreements and related
        transactions;

     c. review the nature and validity of any liens asserted
        against the Debtors' property and advise the Debtors
        concerning the enforceability of the liens; and

     d. advise the Debtors with the formulation, negotiation and
        promulgation of a plan or plans of reorganization, and
        related transactional documents.

Richard A. Chesley, a member of Paul Hastings, says that the firm
will be paid based on the hourly rates of its personnel:

        Richard A. Chesley, Partner                 $935
        Gregory S. Otsuka, Associate                $655
        Hilla Uribe Jimenez, Associate              $475
        Aaron M. Paushter, Associate                $360
        Jamie Brown, Case Assistant                 $205

Mr. Chesley assures the Court that Paul Hastings is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Avon, Colorado-based East West Resort Development V, L.P.,
L.L.L.P., is a limited partnership between Crescent Resort
Development, Inc., and long-standing developer East West Partners,
Inc., that was formed to develop residential and commercial real
estate projects on and around the Northstar at Tahoe Resort in
Lake Tahoe, California.

East West Resort filed for Chapter 11 bankruptcy protection on
February 16, 2010 (Bankr. D. Delaware Case No. 10-10452),
estimating its assets and debts at $100,000,001 to $500,000,000.

The Company's affiliates -- Tahoe Club Company, LLC Tahoe Club
Company, LLC; Tahoe Mountain Resorts, LLC; NMP Holdings, LLC;
Grays Station, LLC; Old Greenwood, LLC; Old Greenwood Realty,
Inc.; Northstar Village Townhomes, LLC; Northstar Big Horn, LLC;
Northstar Trailside Townhomes, LLC; Northstar Iron Horse, LLC; and
Northstar Mountain Properties, LLC -- filed separate Chapter 11
petitions.

The Debtors' financial advisor is Houlihan Lokey Howard & Zukin
Capital, Inc.  The Debtors' claims agent is Epiq Bankruptcy
Solutions.


EAST WEST RESORT: Wants to Hire Richards Layton as Co-Counsel
-------------------------------------------------------------
East West Resort Development V, L.P., L.L.L.P., et al., have asked
for authorization from the U.S. Bankruptcy Court for the District
of Delaware to employ Richards, Layton & Finger, P.A., as co-
counsel, nunc pro tunc to the Petition Date.

RL&F will:

     a. advise the Debtors of their rights, powers and duties as
        debtors and debtors-in-possession;

     b. take necessary action to protect and preserve the Debtors'
        estates, including the prosecution of actions on the
        Debtors' behalf, the defense of any actions commenced
        against the Debtors, the negotiation of disputes in which
        the Debtors are involved, and the preparation of
        objections to claims filed against the Debtors' estates;

     c. prepare necessary motions, applications, answers, orders,
        reports and papers in connection with the administration
        of the Debtors' estates; and

     d. perform other necessary legal services in connection with
        the bankruptcy cases.

Paul N. Heath, a director of RL&F, says that the firm will be paid
based on the hourly rates of its personnel:

        Daniel J. DeFranceschi            $600
        Paul N. Heath                     $525
        Dana L. Reynolds                  $290
        Jaime Schairer                    $195

Mr. Heath assures the Court that RL&F is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Avon, Colorado-based East West Resort Development V, L.P.,
L.L.L.P., is a limited partnership between Crescent Resort
Development, Inc., and long-standing developer East West Partners,
Inc., that was formed to develop residential and commercial real
estate projects on and around the Northstar at Tahoe Resort in
Lake Tahoe, California.

East West Resort filed for Chapter 11 bankruptcy protection on
February 16, 2010 (Bankr. D. Delaware Case No. 10-10452),
estimating its assets and debts at $100,000,001 to $500,000,000.

The Company's affiliates -- Tahoe Club Company, LLC Tahoe Club
Company, LLC; Tahoe Mountain Resorts, LLC; NMP Holdings, LLC;
Grays Station, LLC; Old Greenwood, LLC; Old Greenwood Realty,
Inc.; Northstar Village Townhomes, LLC; Northstar Big Horn, LLC;
Northstar Trailside Townhomes, LLC; Northstar Iron Horse, LLC; and
Northstar Mountain Properties, LLC -- filed separate Chapter 11
petitions.

The Debtors' financial advisor is Houlihan Lokey Howard & Zukin
Capital, Inc.  The Debtors' claims agent is Epiq Bankruptcy
Solutions.


EAST WEST RESORT: Wants Epiq Bankruptcy Solutions as Claims Agent
-----------------------------------------------------------------
East West Resort Development V, L.P., L.L.L.P., et al., sought and
obtained authorization from the Hon. Brendan L. Shannon of the
U.S. Bankruptcy Court for the District of Delaware to employ Epiq
Bankruptcy Solutions, LLC, as claims, noticing and balloting
agent.

Epiq will, among other things:

     a. prepare and serve notices required in the Debtors'
        bankruptcy cases;

     b. maintain copies of proofs of claim and proofs of interest
        filed in the Debtors' bankruptcy cases;

     c. maintain the official claims register; and

     d. maintain an up-to-date mailing list of creditors and all
        entities who have filed proofs of claim or interest and/or
        requests for notices in the Debtors' bankruptcy cases.

Epiq will be compensated based on its services agreement with the
Debtors.  A copy of the agreement is available for free at:

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

Daniel C. McElhinney, the executive director of Epiq, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Avon, Colorado-based East West Resort Development V, L.P.,
L.L.L.P., is a limited partnership between Crescent Resort
Development, Inc., and long-standing developer East West Partners,
Inc., that was formed to develop residential and commercial real
estate projects on and around the Northstar at Tahoe Resort in
Lake Tahoe, California.

East West Resort filed for Chapter 11 bankruptcy protection on
February 16, 2010 (Bankr. D. Delaware Case No. 10-10452),
estimating its assets and debts at $100,000,001 to $500,000,000.

The Company's affiliates -- Tahoe Club Company, LLC Tahoe Club
Company, LLC; Tahoe Mountain Resorts, LLC; NMP Holdings, LLC;
Grays Station, LLC; Old Greenwood, LLC; Old Greenwood Realty,
Inc.; Northstar Village Townhomes, LLC; Northstar Big Horn, LLC;
Northstar Trailside Townhomes, LLC; Northstar Iron Horse, LLC; and
Northstar Mountain Properties, LLC -- filed separate Chapter 11
petitions.

Dana L. Reynolds, Esq.; Daniel J. DeFranceschi, Esq.; and Paul N.
Heath, Esq., at Richards, Layton & Finger, P.A., assist the
Debtors in their restructuring efforts.  The Debtors' financial
advisor is Houlihan Lokey Howard & Zukin Capital, Inc.  The
Debtors' claims agent is Epiq Bankruptcy Solutions.


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

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

As of December 31, 2009, the Company had total assets of $7.691
billion against total liabilities of $7.724 billion, resulting in
shareholders' deficit of $35 million.

On February 19, 2010, Moody's revised its rating outlook on the
Company from negative to stable, and affirmed its B3 corporate
rating and Caa1 senior unsecured rating.

On February 11, 2010, S&P revised its B- rating outlook on the
Company to stable from negative.  All ratings on the Company,
including the B- Corporate Rating, were affirmed.


ELECTROGLAS INC: Wants to Have Until May 7 to Propose Plan
----------------------------------------------------------
Electroglas, Inc., and Electroglas International, Inc., ask the
U.S. Bankruptcy Court for the District of Delaware to extend their
exclusive periods to file and solicit acceptances of a plan of
liquidation until May 7, 2010, and August 6, 2010, respectively.

This is the Debtors' second request for exclusivity extension.
Absent the extension, the Debtors' plan filing period will expire
on March 8, 2010, and their solicitation period will expire on
May 7, 2010.

The Debtors relate that they needed additional time to review the
remaining assets and potential claims that will likely be asserted
against the estates to determine the structure of the eventual
plan.

The Debtors propose a hearing on this motion on March 17, 2010, at
3:00 p.m.  Objections, if any, are due on March 2, 2010, at
4:00 p.m.

San Jose, California-based Electroglas, Inc., supplies
semiconductor manufacturing test equipment and software to the
global semiconductor industry, and have been in the semiconductor
equipment business for more than 40 years.  The Debtors' other
major source of revenue comes from their business of designing,
manufacturing, selling and supporting motion control systems for
advanced technologies.

The Company and Electroglas International, Inc., filed for Chapter
11 on July 9, 2009 (Bankr. D. Del. Lead Case No. 09-12416).
David B. Stratton, Esq., and James C. Carignan, Esq., at Pepper
Hamilton LLP represent the debtors in their restructuring efforts.
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.  The Debtors listed total assets of
$19,625,000 and total debts of $31,542,000.


ENNIS HOMES: Targets April 2 Confirmation on Reorganization Plan
----------------------------------------------------------------
Ennis Homes, Inc., released the schedule in connection with the
solicitation of votes on, and the confirmation of, the Plan of
Reorganization.

The Debtor received approval from the Hon. Whitney Rimel of the
U.S. Bankruptcy Court for the Eastern District of California of
the adequacy of the disclosure statement for its amended Plan
dated as of February 12, 2010.  The Bankruptcy Court approval of
the Debtor's disclosure statement allows the Debtor to commence
the solicitation of votes for confirmation of its Plan.

Plan materials and ballots was scheduled for mailing on
February 17, 2010.  The deadline for returning completed ballots
is 5:00 p.m. EST on March 18, 2010.  Objections, if any, to
confirmation of the Plan must be received by the Court and notice
parties no later than March 18, 2010.  A hearing to consider
confirmation of the Plan is scheduled for April 2, 2010, at
11:00 a.m.

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

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

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


ENRON CORP: Savings Plan Begins Distribution from Newby Settlement
------------------------------------------------------------------
When Enron filed for bankruptcy in December 2001, thousands of
employees lost not only their jobs but also the retirement savings
they had invested in Enron stock through the Enron Corp. Savings
Plan (Savings Plan) and the Enron Corp.  Employee Stock Ownership
Plan (ESOP).  Today, many of those people are recovering at least
a portion of what they lost as the Savings Plan begins to
distribute more than $70 million in proceeds of the plan's claims
in the settlement of the class action law suit, Newby v. Enron
Corp. (Newby), in the United States District Court for the
Southern District of Texas.

More than 16,500 participants and beneficiaries who acquired Enron
stock through the Savings Plan and ESOP are eligible for a
distribution from the Savings Plan as a result of the Newby
settlement.  Notices were mailed from the Savings Plan on
February 12, 2010, to more than 14,000 people informing them that
they can elect to take their settlement in cash or roll it over to
an Individual Retirement Account (IRA) or another employer's
qualified retirement plan. In addition, more than 2,500 people
will have money transferred to their accounts in successor plans
sponsored by companies including Portland General Electric Company
in Portland, Oregon.

When Carole Blanton of Orlando, Florida, received notification of
her distribution from the Savings Plan this week she said, "It may
not be much, but it was more than we expected. The Enron
settlement money is so appreciated."

Under an agreement between Enron and the U.S. Department of Labor,
Fiduciary Counselors Inc. was appointed as the independent
fiduciary to act for the Savings Plan and ESOP in connection with
Newby. Fiduciary Counselors filed the Newby claims on behalf of
the plans.  Fiduciary Counselors also has filed claims on behalf
of the Savings Plan and ESOP with the Enron Victim Trust, which is
responsible for processing claims related to money recovered by
the U.S. Securities and Exchange Commission on behalf of Enron
investors.  It is anticipated that additional amounts will be
distributed in the future from both the Newby settlement and the
Enron Victim Trust, and former Enron employees who acquired stock
through the plans should keep their addresses up to date at
http://www.enronsavingsplan.com. Fiduciary Counselors
periodically posts updates at http://www.enron.planfiduciary.com.

Fiduciary Counselors Inc. is an investment adviser registered with
the U.S. Securities and Exchange Commission (SEC) that primarily
acts as an independent fiduciary for employee benefit plans and
other institutional investors.  Fiduciary Counselors currently has
more than $5 billion in assets under management.  Fiduciary
Counselors acts as independent fiduciary for employer stock in
401(k) and other retirement plans, for plans sponsored by
employers in bankruptcy, for litigation settlements involving the
employer or in-house fiduciaries and in other situations where in-
house or institutional fiduciaries have potential conflicts of
interest.

                            About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for Chapter 11
protection on December 2, 2001 (Bankr. S.D.N.Y. Case No.
01-16033) following controversy over accounting procedures, which
caused Enron's stock price and credit rating to drop sharply.

Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal &
Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its
bankruptcy case.  The Official Committee of Unsecured Creditors in
the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On January 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on November 17, 2004.

After the approval of the Plan, the new board of directors decided
to change the name of Enron Corp. to Enron Creditors Recovery
Corp. to reflect the current corporate purpose.  ECRC's sole
mission is to reorganize and liquidate certain of the operations
and assets of the "pre-bankruptcy" Enron for the benefit of
creditors.

ECRC has been involved in the MegaClaims Litigation, an action
against 11 major banks and financial institutions that ECRC
believes contributed to Enron's collapse; the Commercial Paper
Litigation, an action involving the recovery of payments made to
commercial paper dealers; and the Equity Transactions Litigation,
which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG,
Credit Suisse and Bear Stearns to recover payments made to the
four banks on transactions involving Enron's stock while the
company was insolvent.

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


EQUINIX INC: Discloses Proposed $500MM Public Offering of Sr Notes
------------------------------------------------------------------
Equinix, Inc. intends to offer, subject to market and other
conditions, $500 million aggregate principal amount of its senior
notes due 2018 under an automatically effective shelf registration
statement on file with the Securities and Exchange Commission
(SEC).  The notes will be Equinix's general senior obligations and
will rank equal in right of payment to all of its existing and
future senior indebtedness and interest will be payable semi-
annually.  The interest rate, offering price and other terms of
the notes will be determined by Equinix and the underwriters.

Equinix intends to use the net proceeds from this offering for
general corporate purposes, which may include expansion capital
expenditures and the repayment of indebtedness, including
indebtedness that it expects to assume in connection with its
planned acquisition of Switch & Data Facilities Company, Inc.
(Switch and Data).

Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. are
acting as joint book-running managers and BofA Merrill Lynch,
Barclays Capital Inc., Goldman, Sachs & Co., ING Financial Markets
LLC and RBS Securities Inc. are acting as co-managers for the
offering.

                       About Equinix, Inc.

Equinix, Inc. -- http://www.equinix.com/-- provides network-
neutral colocation, interconnection and managed information
technology infrastructure services to enterprises, content
providers and financial companies.  Through its International
Business Exchange (IBX) data centers, across 18 markets in North
America, Europe and Asia-Pacific, customers directly interconnect
with a network ecosystem of partners and customers.  Its services
comprises colocation, interconnection and managed IT
infrastructure services.  Colocation services include cabinets,
power, operations space and storage space for customers'
colocation needs.  Interconnection services include cross
connects, as well as switch ports on the Equinix exchange
service.  Managed IT infrastructure services helps customers to
leverage Equinix's telecommunications.  In February 2008, it
acquired Virtu Secure Webservices B.V.  In May 2009, the Company
announced the opening of the second phase expansion of its New
York-4 IBX data center in Secaucus, New Jersey.

                             *     *     *

As reported in the Troubled Company Reporter on June 12, 2009,
Standard & Poor's Ratings Services said it assigned its 'B-'
issue-level and '6' recovery ratings to Foster City, California-
based data center and interconnection service provider Equinix
Inc.'s $325 million of convertible subordinated notes due 2016.


EQUINIX INC: Moody's Assigns Corporate Family Rating at 'Ba3'
-------------------------------------------------------------
Moody's Investors Service assigned a first-time Ba3 corporate
family rating and a Ba3 probability of default rating to Equinix,
Inc., along with a SGL-1 liquidity rating indicating very good
liquidity.  As part of the rating action, Moody's also assigned a
Ba2 rating to Equinix's proposed $500 million (gross proceeds)
senior unsecured note issuance.  The company will use the note
issuance proceeds for general corporate purposes, likely to
refinance existing debt and enhance its cash balances in advance
of the pending acquisition of Switch & Data Facilities, Inc.

Issuer: Equinix, Inc.

  -- Probability of Default Rating, Assigned Ba3

  -- Corporate Family Rating, Assigned Ba3

  -- Senior Unsecured Regular Bond/Debenture, Assigned Ba2 LGD2-
     27%

  -- Speculative Grade Liquidity, Assigned SGL-1

  -- Outlook is Stable

Equinix's Ba3 CFR reflects the company's position as the leading
global independent data center operator offering carrier-neutral
data center and interconnection services to large enterprises,
content distributors and global Internet companies.  The company
is the largest publicly traded carrier-neutral hosting provider in
the world, and generated over $882 million in revenues in 2009.
Moody's notes that the telecommunications carriers that terminate
in Equinix's data centers represent about 90% of global Internet
routes.  The rating also recognizes the favorable near-term growth
trends for data center services across the world, driven by
rapidly growing internet usage and the ongoing migration of
corporate information technology to IP standards.  At the same
time, the ratings are tempered by the significant industry risks,
intensifying competition and the high capital intensity inherent
in the company's business plans, and the company's ongoing
expansion which is expected to consume cash resources over the
rating horizon.

Moody's notes that in addition to favorable near-term industry
demand trends, Equinix benefits from business factors that are
more positive than for traditional competitive telecommunications
companies.  Equinix's customer contracts are several years in
duration, and the colocation space Equinix provides to its
customers is mission critical to their IT infrastructure, leading
to very low churn rates.  Moody's expects the company to maintain
a high level of capital spending, and the company is unlikely to
generate positive free cash flow for the foreseeable future.
Technology risk is somewhat mitigated by the fact that Equinix
does not invest in server capacity.  Instead, it provides the
built out hosting space, along with security, power and backup
facilities to sophisticated customers who have dedicated IT
departments to manage their own computing, storage and
communications infrastructure inside Equinix data centers.

Equinix's SGL-1 liquidity rating indicates very good liquidity.
Over the 4-quarter horizon to December 31, 2010 Equinix's main
source of liquidity is expected to be cash and equivalents, which
pro-forma for the $500 million debt raise would be roughly
$740 million.  Against this, Equinix main use of cash will be its
likely cash burn of almost $220 million to support its expansion
plans over this 4-quarter period, along with $284 million expected
to be used for the cash portion of the Switch & Data acquisition
and repayment of that company's debt at closing.

The stable outlook reflects Moody's view that the company will
continue along a rational expansion path, whereby it will not
commence construction of new data center facilities in advance of
a solid demand in bookings.  In addition, as the company is
acquiring Switch & Data with 80% of the consideration paid in
Equinix stock, Moody's expects the company to retain a disciplined
capital structure in its expansion plans, with adjusted
debt/EBITDA leverage in the low 4.0x range over the rating
horizon.

Moody's believes that if Equinix is able to close its pending
acquisition of Switch & Data under the proposed terms, the
combined company's credit profile should benefit from the
increased scale of the operations and from the greater
connectivity options for customers.  In addition, the transaction
is expected to result in organic deleveraging, as Equinix plans to
use its shares to pay for 80% of the $689 million purchase price.
The transaction is currently under regulatory review, and the
company expects the closing to occur sometime in the second
quarter of 2010.

This is the first time that Moody's has rated Equinix.

Headquartered in Foster City, CA, Equinix is a data company which
operates 49 domestic and international data centers across 18
markets, totaling over 4 million square feet of data center space.


EQUINIX INC: S&P Affirms Corporate Credit Rating at 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Foster City, California-based data
center and interconnection provider Equinix Inc.  At the same
time, S&P affirmed the company's 'B-' subordinated debt rating and
assigned a 'BB-' issue rating and '2' recovery rating to the
company's proposed $500 million in unsecured notes.  Proceeds will
be used for general corporate purposes, including the repayment of
indebtedness, including debt expected to be assuming in connection
with the planned acquisition of Switch & Data.  Pro forma funded
debt will be about $1.8 billion.

In addition, S&P revised the outlook on the company to positive
from stable.

The outlook revision reflects the company's performance over the
past year, in which it consistently grew its revenues and EBITDA
as it added customers at its data center facilities.  Revenues for
the full year grew by 25.2%, while adjusted EBITDA rose by about
39.7%.  Resultant EBITDA margins improved to around 46% from about
the 42% achieved in 2008.  Leverage is at around the mid-4x area,
pro forma for the acquisition of Switch & Data and the current
refinancing.

"S&P predicate a possible upgrade on the company's ability to
reach leverage of about 4x or less on a sustained basis," said
Standard & Poor's credit analyst Catherine Cosentino, "despite the
potential for additional debt-funded acquisitions or expansions of
data center capacity."

"The rating on Equinix reflects its competitive operating
environment, anticipated significant near-term capital
requirements," said Ms. Cosentino, "and accompanying aggressive
albeit improving-leverage." The data center business, which
includes co-location and interconnection services, has very
limited maintenance capital expenditure requirements.  Standard &
Poor's expects that the company will remain aggressive in
expanding its data center facilities over the next several years
either through organic expansion or acquisitions.  Equinix has
plans to add capacity in several markets in 2010, and will also
close on its acquisition of Switch & Data later this year.

"While these activities limit its net free cash flow generating
ability over the next few years, they provide the platform for
higher longer term cash flow generating ability," added Ms.
Cosentino.


ERICKSON RETIREMENT: Further Amends Plan as Settlements Reached
---------------------------------------------------------------
Erickson Retirement Communities, LLC, and its debtor affiliates
presented to the United States Bankruptcy Court for the Northern
District of Texas their Second Amended Joint Plan of
Reorganization and accompanying Disclosure Statement on
February 16, 2010.

The Amended Plan incorporates, among others (i) settlements
between the Debtors and parties-in-interests in the Debtors'
Chapter 11 cases, (ii) more details on the liquidating creditor
trust, (iii) a recovery analysis, and (iv) modified claims
classification and treatment.

ERC Executive Vice President and General Counsel Gerald Doherty
reminds the Court that Debtors Concord Campus, LP; Dallas Campus,
LP; Dallas Campus GP, LLC; Littleton Campus, LLC; Houston Campus,
LP; Novi Campus, LP; Warminster Campus, LP; and Warminster Campus
GP filed adversary complaints against Strategic Concord
Landholder, MSRESS III Dallas Campus, L.P.; HCP ER6, LP; MSRESS
III Denver Campus, LLC; HCP ER2, LP; HCP ER3, LP.  The Debtors
are seeking a declaratory judgment determining that certain
junior loan transactions between the Debtor Plaintiffs and Lender
Defendants are financing transactions, and not lease agreements.
In order to resolve the Adversary Proceedings, the Debtors have
entered into settlement agreements with the HCP Entities and the
MSRESS Entities, Mr. Doherty discloses.

A. HCP Settlement

  The Debtors filed with the Bankruptcy Court a motion seeking
  authority to enter into a settlement agreement with HCP,
  Inc., HCP ER2, HCP ER3, and HCP ER6 to settle the adversary
  proceedings against the HCP Entities.

  The terms of the HCP Settlement are:

    -- The HCP Entities will receive $8.2 million in cash from
       the Debtors, which will be allocated to repayment of
       Warminster's obligations owed to the HCP Entities;

    -- The HCP Entities will retain the security deposits
       provided to the HCP Entities by Houston Campus, Novi
       Campus, and Warminster Campus pursuant to the applicable
       Financing Transactions, which as of December 31, 2009
       were valued $4,994,025 in the aggregate;

    -- The HCP Entities will withdraw the claims they filed
       against the Debtors with respect to the Financing
       Transactions.  HCP ER2 filed a claim against Novi
       Campus for $17 million; HCP ER3 filed a claim against
       Warminster Campus for $19.5 million; and HCP ER6 filed a
       claim against Houston Campus for $23 million.  The HCP
       Entities will not file any additional proofs of claim or
       adversary proceedings.  The withdrawal will not affect
       the HCP Entities' participation interest in the
       construction loan on the Houston Campus;

    -- The HCP Entities will withdraw:

          (i) their joinder to PNC Bank National Association's
              objection to the Debtors' DIP Financing Motion and
              PNC Bank's objection to the bidding procedures
              governing the sale of the Debtors' assets,

         (ii) their motions to conduct examination on the
              Debtors pursuant to Rule 2004 of the Federal Rules
              of Bankruptcy Procedure, and

        (iii) their participation in MSRESS III Kansas Campus,
              L.P., Strategic Concord Landowner, LP and
              Strategic Ashby Ponds Lender, LLC's motion to
              appoint an examiner in the Debtors' Chapter 11
              cases;

    -- The HCP Entities agree to transfer legal ownership by
       quitclaim deed of the Warminster Campus, Novi Campus and
       Houston Campus properties in a form reasonably acceptable
       to the Debtors and Redwood-ERC Senior Living Holdings,
       LLC, pursuant to the Amended Plan;

    -- The Debtors will dismiss the Adversary Proceedings on the
       effective date of the HCP Settlement Agreement;

    -- The HCP Entities and the Debtors will exchange mutual
       releases from any claims, which may arise out of any of
       the HCP Entities' claims on the Warminster, Novi and
       Houston Campuses, except for the HCP Entities' Houston
       Participation Interest; and

    -- The execution of lender support documents.

  The HCP Settlement Agreement is subject to confirmation of the
  Plan and is pending Court approval.

B. MSRESS Settlement

  The Debtors have consented on the principal terms of a
  settlement agreement with respect to the adversary
  proceedings commenced by the Dallas Debtors and Littleton
  Campus against MSRESS III Dallas Campus, L.P.; and MSRESS III
  Denver Campus, LLC.  The MSRESS Settlement is conditioned on
  the global settlement with all other settling parties,
  including HCP and the Official Committee of Unsecured
  Committee.  The terms of the settlement are:

     -- The MSRESS Entities will receive $1 million in cash and
        the value of the out-parcel related to Littleton Campus
        for over $6 million, which will be split equally between
        the MSRESS Entities and Capmark Finance, Inc. as
        administrative agent under Littleton Campus'
        Construction Loan for the benefit of the holders of that
        loan;

     -- The MSRESS Entities will withdraw their participation in
        the Subdebt Lenders' Examiner Motion;

     -- The MSRESS Entities agree to transfer legal ownership by
        quitclaim deed of Dallas' and Littleton's properties in
        a form reasonably acceptable to the Debtors and Redwood,
        as directed under the Amended Plan; and

     -- The Debtors will dismiss the adversary proceedings on
        the effective date of the MSRESS settlement agreement.

  The MSRESS Settlement Agreement is subject to confirmation of
  the Plan and is pending court approval.

C. Creditors Committee Settlement Agreement

  In February 2010, the Debtors, the "Corporate Revolver
  Lenders" and the "Construction Lenders" entered into a global
  settlement agreement with the Creditors Committee.

  The Corporate Revolver Lenders consist of Manufacturers and
  Traders Trust Company, Sovereign Bank, Virginia Commerce Bank,
  Wilmington Trust FSB, First Commonwealth Bank, Commerce Bank,
  N.A., Sandy Spring Bank, Abington Bank, Hillcrest Bank,
  Provident Bank and Bank of America, N.A.  PNC Bank acts agent
  to the Corporate Revolver Lenders.

  The Project Construction Lenders consist of PNC Bank
  (Mercantile), Bank of America, N.A., Capmark Bank, Guaranty
  Bank, Commerce Bank (MO), Wilmington Trust FSB, Solutions
  Bank, Hillcrest Bank, Citizens Bank of Pennsylvania, Wachovia
  Bank, National Association, Sandy Spring Bank, Chevy Chase
  Bank FSB, The Bank of Glen Burnie, Provident Bank, Abington
  Bank, Univest National Bank & Trust Co., National Penn Bank,
  Legacy Bank, Key Healthcare Finance, Columbia Bank,
  Chesapeake Bank, Health Care Property Investors, Inc.,
  Colonial Bank, Fifth Third Bank, and KeyBank National
  Association.  The agents acting on behalf of the Project
  Construction Lenders are Mercantile-Safe Deposit and Trust
  Company, PNC Bank, National Association, Bank of America,
  N.A., Capmark Finance, Inc., and KeyBank National Association.

                    Redwood Purchase Transaction

Redwood, Redwood-ERC Management, LLC, Redwood-ERC Development,
LLC, Redwood-ERC Properties, LLC, Redwood-ERC Kansas, LLC, ERC,
Erickson Group LLC, Concord Campus, Dallas Campus, Houston
Campus, Ashburn Campus LLC, Littleton Campus, Novi Campus, Kansas
Campus LLC, Tinton Falls Campus II LLC, Senior Campus Care LLC,
Naperville Campus, Warminster Campus , Point View Campus II LLC,
Hingham Campus LLC, Lincolnshire Campus, LLC, and Erickson
Construction entered into a Second Amended and Restated Master
Purchase and Sale Agreement, whereby Redwood is contemplated to
acquire substantially all of the assets of the Debtor Sellers
relating to the business and the equity interests in Warminster
LP and Warminster GP, collectively known as the "Transferred
Landowners," free and clear of all liens and liabilities except
for certain permitted encumbrances, including certain Community
Loans, Special District Tax Bonds, and Purchase Option Deposits,
and in the case of Warminster Campus, certain other obligations
and encumbrances associated with Ann's Choice Bonds as
restructured pursuant to the Amended Plan.

Ann's Choice Bonds refer to an issue of $81,945,000 Bucks County
Industrial Development Authority Retirement Community Revenue
Bonds Series 2005 A and B.

The Assets to be sold include:

  (a) the intellectual property owned or used by ERC in its
      business;

  (b) certain contracts and all tangible and intangible personal
      property owned or used by ERC in the Business;

  (c) all original books and records relating to the ERC
      Business;

  (d) all of ERC's right, title, and interest in all notes
      receivable due to ERC or any of its affiliates from
      Brooksby Village, Inc., and Riderwood Village, Inc.,
      including (i) the Second Amended and Restated Working
      Capital Promissory Note dated June 30, 2008, in the
      principal amount of $14,032,807 made by Brooksby Village
      in favor of ERC; (ii) the Purchase Money Note dated
      June 30, 2008, in the amount of $19,715,086 made by
      Brooksby Village, Inc. in favor of Senior Living Limited
      Partnership; (iii) the Purchase Money Note in the amount
      of $2,698,039 made by Riderwood Village in favor of Senior
      Living Limited Partnership; and (iv) the Second Amended
      and Restated Working Capital Promissory Note dated
      December 31, 2007, in the amount of $5,000,000 made by
      Riderwood Village, Inc., in favor of ERC.  These notes are
      known as the B&R Notes;

  (e) Cash, including cash equivalents, not to exceed
      $10,000,000;

  (f) permits, to the extent transferrable pursuant to
      applicable law;

  (g) certain causes of action and rights of recovery related
      those causes of action, including avoidance actions
      arising under the Bankruptcy Code;

  (h) all cash held by ERC for purpose of paying self-funded
      medical or dental claims, medical or dental insurance
      premiums, and related administrative expenses, Cash
      Collateral, and the minimum cash balances: (i) $1,900,000
      by Ashburn Campus, LLC; (ii) $6,300,000 by Concord Campus,
      LP; (iii) $1,700,000 by Dallas Campus; (iv) $1,800,000 by
      Houston Campus; (v) $2,100,000 by Littleton Campus; and
      (vi) $5,600,000 by Novi at closing;

  (i) insurance policies;

  (j) furnishings, furniture, and other equipment and other
      personal property and fixed assets;

  (k) corporate headquarters;

  (l) all Initial Entrance Deposits with respect to Tallgrass
      Creek Campus and all Initial Entrance Deposits collected
      after November 27, 2009, at Warminster's campus;

  (m) ERC's interests in the Transferred Landowners; and

  (n) all causes of action and rights of recovery of the Sellers
      with respect to ERC.  In addition, Redwood has exclusive
      options to purchase Point View Campus II, LLC, Hingham
      Campus, LLC, Lincolnshire Campus, LLC and/or Naperville
      Campus, LLC, or any or all of their assets.

From and after the sale of the ERC Assets, Redwood will permit
each of the bonded communities known as Monarch Landing,
Sedgebrook and Linden Ponds access to use intellectual property,
personal property, permits, insurance or other Assets as and to
the extent used by each Bonded Community prior to the sale on
reasonable business terms and under pricing consistent with
industry standards and as mutually agreed by the Redwood, the
applicable National Senior Campus, Inc. and Not-for-Profit
entity, and the applicable bond trustee.  This permitted use will
cease a year after the management agreement for the applicable
Bonded Community is terminated.

Moreover, Redwood will not purchase the transferred claims
assigned to the Liquidating Creditor Trust and the Littleton Out-
Parcel; and a loan in the principal amount of $49,648,620 between
Erickson Group, LLC, as lender and John C. Erickson GST Trust and
2002 Nancy A. Erickson GST Trust, as borrowers -- the "GST Loan."
Littleton Out-Parcel is a real property referred to as Lot 1,
Block 1 consisting of 12.5 acres and Lot 1, Block 2 consisting of
18 acres.

Redwood will pay $365,000,000 in cash for the Purchased Assets,
subject to (i) deduction of the amount of all Initial Entrance
Deposits relating to Ashburn Campus, Columbus Campus, Concord
Campus, Dallas Campus, Houston Campus, Kansas Campus, Littleton
Campus, Novi Campus and Warminster Campus collected after
November 27, 2009, excluding those Initial Entrance Deposits
collected at Kansas Campus and, after November 27, 2009,
Warminster Campus, (ii) the extent Cash on Hand as of the Closing
is less than $10,000,000, and (iii) deduction of $9 million to be
paid by Redwood to NSC during the restructuring period.

Moreover, under the Amended MSPA, Redwood will form acquisition
companies to acquire substantially all of the business assets of
ERC and Kansas Campus.  Those companies will be referred to as
Redwood ManagementCo, Redwood DevCo, and Redwood PropCo.

Pursuant to the Amended MSPA, ERC will sell to Redwood PropCo all
of its interests in the Transferred Landowners, which hold
property or assets in connection with a current or planned
campus.  Redwood DevCo will acquire all assets and properties of
Erickson Construction.  Any Development Agreement relating to the
three Bonded Communities that are not being acquired by Redwood
under the Amended Plan will be on terms reasonably acceptable to
the relevant Bond Trustee and Redwood.

Redwood will own 100% of Redwood DevCo and Redwood Propco.

                   Landowner Restructurings

The Amended Plan also provided restructurings of the Debtor
Landowners:

  (1) Ashburn Campus, Concord Campus, Dallas Campus, Houston
      Campus, Littleton Campus, Novi Campus and Kansas Campus
      will sell, free and clear of all liens and liabilities,
      all of their assets and properties to Redwood.

      The sale of the Debtor Landowners' assets to Redwood is
      subject to payments to the applicable administrative
      agents of the Landowners' construction loans in cash and
      from the Cedar Crest Receivable, which means all sums due
      to Point View Campus II, LLC from Cedar Crest Village:

       Debtor                   Cash
       Landowner               Payment      Cedar Crest Payment
       --------------        -----------    -------------------
       Ashburn Campus        $60,626,000          $732,000
       Concord Campus        $62,757,000          $637,000
       Dallas Campus         $19,496,000          $282,000
       Houston Campus         $7,041,000          $135,000
       Littleton Campus      $46,400,000          $594,000
       Novi Campus           $24,914,000          $389,000

      With respect to Littleton Campus, the administrative agent
      will also be paid 100% of the net proceeds from the sale
      of the Littleton Out-Parcel up to $6 million and 50% above
      $6 million as required under the Amended Plan.

  (2) The indebtedness related to Columbus Campus will not be
      restructured.  Columbus Campus expects to liquidate the
      property by delivering to the construction lenders a deed
      in lieu of foreclosure prior to the effective date of the
      Amended Plan or allowing the construction lenders to
      Complete their pending foreclosure process.

  (3) Kansas Campus' community loan will be amended and restated
      at the outstanding balance amount and assumed by Redwood
      Kansas, as modified.  The Working Capital Loan and other
      agreements between Kansas Campus and Tallgrass Creek, Inc.
      will be terminated as of the Effective Date, and Redwood
      Kansas and Tallgrass Creek, Inc., will enter into new
      agreements on mutually agreed upon terms consistent with
      the terms agreed to with the NSC on the record as part of
      the December 22, 2010 auction.

  (4) The outstanding balance of the purchase option deposit
      refund obligation set forth in an amended and restated
      purchase option agreement between Warminster Campus and
      Ann's Choice, Inc., in the amount of $75,000,000 will be
      reinstated in full.  Warminster Campus' obligations under
      the Purchase Option Refund Deposit Agreement will be
      guaranteed by the Initial Entrance Deposits collected by
      Warminster Campus after November 27, 2009, not to exceed
      $10 million.

      Warminster Campus will assume, reinstate and/or ratify the
      mortgage securing Ann's Choice Bonds and the Warminster
      Debtors will assume, reinstate or ratify all other
      obligations, encumbrances, and agreements relating to the
      Ann's Choice Bonds to which they were a party as of the
      Petition Date.

      Redwood will make available a revolver to fund costs of
      the borrower, including construction costs, marketing
      costs, departmental charges, development fees and
      taxes.  The available commitment amount under the New
      Warminster Revolver will be mutually determined by Redwood
      and the borrower.  Redwood will provide a separate
      revolving facility for the purpose of funding reasonable
      working capital needs of Ann's Choice Campus.

  (5) Erickson Construction will sell all of its assets and
      Properties, including all transferred contracts to which
      ERC is a party, to Redwood DevCo, free and clear of all
      liens and liabilities.

                    Liquidating Creditor Trust

On the Plan Effective Date, the Liquidating Creditor Trust will
be established pursuant to a Trust Agreement and other documents
to be included in the supplements to the Amended Plan.  Under the
Amended MSPA, Redwood is acquiring the causes of action,
counterclaims and defenses which the Debtors would have been
entitled to bring and which are not transferred, waived or
released under the Amended Plan.  Redwood will assign those
claims and Causes of Action to the Liquidating Creditor Trust
for the benefit of the Beneficiaries that consent to the
Creditors Committee Global Settlement:

  (A) All Chapter 5 causes of action of ERC, Erickson
      Construction, and the Landowner Debtors, including actions
      against John Erickson and members of the Erickson family.
      All current officers, directors and employees of the
      Debtors employed by Redwood on the Effective Date through
      the 90th day anniversary will be excluded from the Chapter
      5 Avoidance Actions assigned to the Trust.  The
      Liquidating Creditors Trust will not prosecute Chapter 5
      avoidance actions against employees of the Subject
      Debtors:

        (a) who received transfers during the period ending
            October 18, 2008 and beginning on the date that the
            applicable statute of limitations for fraudulent
            conveyances for that transfer began to run; and

        (b) whose transfers during that period do not exceed
            $350,000 in the aggregate; provided, that the
            Liquidating Trust's covenant not to sue will not
            apply to transfers to employees within a year prior
            to October 19, 2009.

  (B) All director and officer liability claims of the Subject
      Debtors.

The assignment of claims of the Subject Debtors and Erickson
Group to the Liquidating Trust will be exclusive of any and all
claims or Causes of Action against the lenders, both in their
capacities as lenders and in any other capacities, all of which
claims or Causes of Action, including the Chapter 5 Avoidance
Actions and other avoidance actions, will be expressly waived by
the Debtors, Redwood, mezzanine lenders, Holders of Claims under
the Subordinated Taxable Adjustable Mezzanine Put Securities or
"STAMPS," and the NSC-NFPs.

In addition to the Causes of Action, on and after the Effective
Date, (i) all director and officer liability claims of Erickson
Group, (ii) all Chapter 5 Avoidance Actions Threshold Employees,
(iii) all third party causes of action not acquired by Redwood
and not otherwise released by the Plan, (iv) unencumbered assets
of the Debtors' estates, and (v) Excluded Assets will be assigned
to the Liquidating Trust.

The assets transferred to the Liquidating Trust, subject to the
applicable provisions of the Amended Plan, will fully vest in,
the Liquidating Trust, free and clear of all claims, liens,
encumbrances and other liabilities.

The Debtors estimate that the value of potential preference
Causes of Action is approximately $7.5 million.  Any reference in
the Plan to potential claims against any director, officer or
other insider of any of the Debtors should not be construed to
suggest that the Debtors believe that any valid claim exists or
is worthy of pursuit.  Moreover, the confirmation of the Plan and
any agreements consummated pursuant to the Amended Plan will be
without prejudice to any of those parties' defenses to any
Potential Claims.  All defenses to the Potential Claims under
applicable bankruptcy and non-bankruptcy law will be fully
preserved.

Notwithstanding any provision of the Amended Plan, the Disclosure
Statement or any order on the Disclosure Statement or Amended
Plan, ERC's membership interests in Lincolnshire Campus LLC and
Hingham Campus LLC will remain subject to all liens granted to
the relevant Bond Trustee under the relevant Bond Documents.

Moreover, holders of these types of claims may not participate as
Beneficiaries of the Liquidating Creditor Trust:

(1) all deficiency claims of Corporate Revolver Lenders, which
     will be waived as against all of the Debtors except
     Erickson Group,

(2) all loan deficiency and guarantee claims of Construction
     Lenders, which will be waived as against all of the Debtors
     except Erickson Group,

(3) all intercompany claims,

(4) all obligations with respect to purchase option deposits,

(5) claims under ERC's Amended and Restated Growth
     Participation Plan, effective as of January 1, 2006,

(6) guarantees of ERC's non-debtor subsidiaries' prepetition
     obligations,

(7) UMBC Building Construction Loan deficiency claims,

(8) all mezzanine loan/saleleaseback deficiency claims and
     guarantee claims that have been waived in writing,

(9) community loan claims,

(10) NFP Claims, and

(11) purchase deposit claims.

All Liquidating Trust Expenses will be charged against and paid
from the proceeds of any Causes of Action, asset sales for other
Trust Assets and the Trust Cash, as determined by the Creditors
Committee or the Liquidating Trustee, as applicable, in their
discretion.

On the Effective Date, the Liquidating Creditor Trust will be
provided with a funding of $2.5 million in Cash, which amount may
be used to pay the reasonable fees and expenses incurred by the
Liquidating Trust or the Liquidating Trustee in administering the
Liquidating Trust.

The Liquidating Trust will not be liable for the Debtors'
postpetition obligation to indemnify directors and officers under
the Amended Plan.

Under the Amended Plan, the rights of Erickson Group with respect
to the $49 million "GST Loan" extended by Erickson Group to the
John C. Erickson GST Trust and 2002 Nancy A. Erickson GST Trust
will be assigned to the Liquidating Trust for the benefit of
Construction Lenders with Erickson Group Guaranty Claims.  The
Creditors Committee and lenders with Erickson Group Guaranty
Claims will discuss in good faith the terms under which the
Liquidating Creditor Trust may receive the right to prosecute
collection claims arising from the GST Loan and distribution of
those proceeds.

A Beneficiary may only participate in the recoveries of the
claims and Causes of Action assigned to the Liquidating Creditor
Trust if that Beneficiary consents to the Creditors Committee
Global Settlement.

          Distributions to Three Subclasses of Claims

  A. Tier A Subclass - Trade Claims:

     (a) Tier A will consist of Beneficiaries that that are not
         Holders of a mezzanine loan/sale-leaseback deficiency
         claim, mezzanine loan/sale-leaseback guarantee claim,
         Permitted Non-Debtor Obligations, which mean guarantees
         by a Subject Debtor of prepetition obligations of non-
         debtor ERC subsidiaries or affiliates, or Participating
         Construction Claims.

     (b) Tier A will receive, pro rata, the first $7 million of
         dividends paid by the Liquidating Trust.  After the
         payment of the Trade Dividend in full, Tier A will not
         be entitled to any further distributions from the
         Liquidating Trust, subject to a Proration Trigger
         Event, which means that if as a result of future
         distributions to participants in Tiers B and C, the
         Tier B/C Percentage Recovery equals or exceeds the Tier
         A Percentage Recovery.

  B. Tier B Subclass - Construction Claims:

     (a) Tier B will consist of Beneficiaries which are Holders
         of the:

         * Permitted Non-Debtor Obligations, provided that they
           will not include any claim held by, guarantees of
           prepetition obligations of, or letters of credit
           issued to John Erickson, any member of the Erickson
           family, any trust or special purpose vehicle created
           or managed primarily for the benefit of John Erickson
           or any member of the Erickson family; and

         * deficiency and guarantee claims of the construction
           lenders to Columbus Campus and Kansas Campus.

     (b) Tier B will not receive any distribution from the
         Liquidating Trust until the Trade Dividend has been
         paid in full.  Thereafter, Tier B will participate in
         all dividends from the Liquidating Trust, pro rata,
         with other Tier B participants only, up to $2 million,
         and, with Tier C participants pro rata, subject to the
         Proration Trigger Event.

  C. Tier C Subclass - Mezzanine/Sale-Lease Back Claims:

     (a) Tier C will consist of Beneficiaries that hold
         mezzanine loan/sale-leaseback guarantee claims and
         deficiency claims that have not been voluntarily waived
         in writing.

     (b) Tier C will not participate in dividends from the
         Liquidating Trust until the occurrence of a Tier C
         Trigger Event.  Thereafter, Tier C will participate
         with Tier B in all dividends of the Liquidating Trust,
         pro rata, subject to the Proration Trigger Event.

For purposes of distributions from the Liquidating Trust, the
holders of STAMPS will participate in Tier A, provided that any
amount distributable to the STAMPS will be paid to the holders of
Senior Indebtedness pursuant to a November 1, 2007 trust
indenture among ERC and The Bank of New York, subject to Lender
Pay-Over Waivers in Tier A pro rata.  The fees of the STAMPS
indenture trustee, up to $250,000, will not be subject to the
STAMPS Pay-Over Obligation.

Upon the occurrence of the Proration Trigger Event, the Stamps
Pay-Over Obligation will be deemed waived in its entirety and
thereafter, holders of the STAMPS will be entitled to a pro rata
share of all Liquidating Creditor Trust distributions.

Corporate Revolver Lenders, Construction Lenders and holders of
Permitted Non-Debtor Obligations will waive all subordination and
pay-over rights with respect to distributions from the
Liquidating Creditor Trust and the recipients; provided that a
Lender Pay-Over Waiver will only be effective with respect to a
holder of mezzanine loan/sale-leaseback deficiency claims or
mezzanine loan/sale-leaseback guarantee claims if the beneficiary
of lenders grant that waiver.

The Creditors Committee will have authority with respect to
drafting the definitive trust documents, governance and selection
of a Liquidating Trustee, subject to approval by the Bankruptcy
Court.

The Liquidating Creditor Trust will have the right to object to
Claims in connection with the post-Effective Date Claims
allowance process, provided that it will not object to any Claim
of the Corporate Revolver Lenders and Construction Lenders, all
of which will be Allowed.  Prior to the Effective Date, the
Debtors will consult with the Creditors Committee in connection
with that Claims allowance process.

The Debtors will apply the Transaction Proceeds or the DIP
financing funds to the payment of the fees and expenses of the
Creditors Committee's professionals up to an allowed amount of
$1.1 million.

                          Injunctions

All persons or entities who have held, hold, or may hold Claims
against or Interests in the Debtors are permanently enjoined from
and after the Effective Date from commencing or continuing in any
manner any action or other proceeding of any kind with respect to
that Claim or Interest against:

  (a) the Debtors,
  (b) the Reorganized Debtors,
  (c) Redwood,
  (d) the Creditors Committee,
  (e) the Liquidating Trust and Liquidating Trustee,
  (f) the Corporate Revolver Lenders,
  (g) the Construction Lenders,
  (h) the holders of Participating Mezzanine Claims,
  (i) the NSC and the NSC-NFPs,
  (j) Redwood PropCo, Devco and ManagementCo.

The Disclosure Statement, the Amended Plan or any order on the
Disclosure Statement or Amended Plan will not release or in any
manner limit (i) the obligations of any NSC-NFP or other party
not a Debtor in these Chapter 11 cases under any Bond Documents;
(ii) any rights or claims by any Bond Trustee or beneficial
bondholder against any NSC-NFP or other party not a Debtor based
on those obligations; or (iii) any rights or claims by any NSC-
NFP against any party not a Debtor in these cases based on those
obligations.

Moreover, the Lenders and Agents will not be enjoined from
commencing any actions, enforcing or pursuing in any manner
whatsoever claims against the NSC and NSC-NFPs, including: (1)
claims for indemnity, contribution, crossclaims, counterclaims
and third party claims in the event any of the Agents or the
Lenders are sued by any third party; (2) claims under the
parties' subrogation agreements to the extent the NSC and NSC-
NFPs receive any distributions from the bankruptcy estates,
Liquidating Trust, the Debtors, the Reorganized Debtors or any
other source related to the bankruptcy cases; and (3) that
litigation commenced in Circuit Court for Baltimore County by PNC
Bank, National Association against the NSC-NFPs.

                Recovery Analysis & Other Disclosures

In addition, the Debtors prepared a recovery analysis,
liquidation analysis and financial statements in conjunction with
the Amended Plan.

Under the Recovery Analysis, the Debtors estimate $135,799,000 in
total value that will be available for distribution.

The Plan further incorporates an allocation of Distributable Cash
among the Debtors' estates or Lenders' Allocation and the
creation and application of a transaction implementation pool or
TIP:

                                                    Allocation
                                                     Payments
                                                    ----------
PNC Claim Secured by Corporate Headquarters        $1,203,000
Dallas Construction Loan Payment                    2,000,000
Kansas Construction Loan Payment                    4,347,000
Littleton Junior Loan Payment                       1,000,000
Warminster Junior Loan Payment                      6,022,000
Trust Cash                                          2,500,000
Unsecured Creditors Committee Professional Fees       500,000
                                                  ------------
   Total TIP                                       $17,572,000
                                                  ============

A full-text copy of the Recovery Analysis is available for free
at http://bankrupt.com/misc/ERC_RecoveryAnalysis.pdf

Based on the Liquidation Analysis, the Debtors estimate a 12.9%
recovery for ERC and Erickson Construction LLC under an orderly
liquidation and only an 8.2% recovery for the same Debtor
entities under a forced liquidation.  A Liquidation Analysis on
the other Debtor Landowners also show that the Landowners are
expected to recover more from an orderly liquidation than from a
forced liquidation.

A full-text copy of the Liquidation Analysis is available for
free at http://bankrupt.com/misc/ERC_Feb16LiquidationAnalysis.pdf

The Debtors also presented their consolidated balance sheets and
statements of income as of September 30, 2009, a full-text copy
of which is available for free at:

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

The Debtors submitted a chart showing the post-Effective Date
organization of the Debtors, a full-text copy of which is
available for free at:

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

                       Second Amended MSPA

In connection with the Amended Plan, the Debtors appended a copy
of their Second Amended MSPA with Redwood, to reflect the results
of the December 22, 2009 Auction and the negotiations with the
Creditors Committee, the HCP Entities, the MSRESS Entities, and
the Strategic Entities.  A full-text copy of the Amended MSPA
dated February 16, 2010, is available for free at:

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

Full-text copies of the Second Amended Plan and Disclosure
Statement dated February 16, 2010, are available for free at:

           http://bankrupt.com/misc/ERC_Feb16AmPlan.pdf
           http://bankrupt.com/misc/ERC_Feb16AmDS.pdf

Blacklined versions of the Second Amended Plan and Disclosure
Statement are available for free at:

      http://bankrupt.com/misc/ERC_Feb16AmPlan_blacklined.pdf
      http://bankrupt.com/misc/ERC_Feb16DS_blacklined.pdf

                    Treatment of Claims

Erickson Retirement Communities LLC Executive Vice President and
General Counsel Gerald Doherty related that the treatment of
claims is subject to subsequent modification under the Second
Amended Joint Plan of Reorganization of Erickson Retirement
Communities and its debtor affiliates.

Among the modifications noted on the estimated recovery of
certain class of claims:

                                          Estimated    Entitled
Debtor              Class/Designation     Recovery     to Vote
------              -----------------     ---------    --------
Erickson Group LLC  Class 4 Erickson      To be           No
                    Group Guaranty        Determined   (deemed
                    Claims                            to reject)

Erickson            Class 3 Corporate       50.6%         Yes
Retirement          Revolver Claims
Communities LLC
                    Class 4 Interest        50.6%         Yes
                    Rate Swap Claims

                    Class 5 Other         100.00%          No
                    Secured Claims                     (deemed
                                                     to accept)

                    Class 6 UMBC            66.8%         Yes
                    Construction Loan
                    Claims

                    Class 7 Management    100.00%         Yes
                    Agreement Claims

                    Class 8 General         [--%]         Yes
                    Unsecured Claims

Erickson            Class 4 Corporate       50.6%         Yes
Construction LLC    Revolver Claims

                    Class 5 UMBC            66.8%         Yes
                    Building Construction
                    Loan Claims

                    Class 6 General           0%          Yes
                    Unsecured Claims        [--%]

A schedule of the amended claims classification under the
Erickson Retirement Amended Plan is available for free at:

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

Holders of ERC Class 5 Other Secured Claims are unimpaired and
are deemed to accept the Amended Plan.

The Amended Plan provides modified treatment for these claims:

  * DIP Funding Claims.  The Debtor Borrowers will pay Cash to
    each holder of a DIP Funding Claim in an amount equal to
    that Claim in full and complete satisfaction through a
    credit against the $365 million cash proceeds from the
    purchase transaction entered between Redwood-ERC Senior
    Living Holdings, LLC and the Debtors.

  * Compensation and Reimbursement Claims.  The Reorganized
    Debtors are authorized to pay compensation for services
    rendered or reimbursement of expenses incurred after the
    confirmation date of the Amended Plan and until the
    effective date of the Amended Plan, subject to the
    requirement that invoices evidencing the amount sought will
    be distributed to these parties set forth in the Interim
    Compensation Procedures Order and payment will be governed
    by that order, except for the 20% holdback provision.

  * Erickson Group Guaranty Claims Class 4.  The Official
    Committee of Unsecured Creditors and lenders with
    guarantee claims against Erickson Group will discuss in
    good faith the terms under which the Liquidating Creditor
    Trust may receive the right to prosecute collection claims
    arising from a "GST Loan" and distribution of proceeds
    from it.  The GST Loan refers to a certain loan in the
    original amount of $49,648,620 between Erickson Group and
    the John C. Erickson GST Trust and the 2002 Nancy A.
    Erickson GST Trust.

  * Revolver Claims.  ERC and Erickson Construction Corporate
    Revolver Claims will be allowed in the amount set forth in
    the proofs of claim timely filed by the Holders of the
    Corporate Revolver Claims or, if no Proof of Claim is timely
    filed by a Holder, the Proof of Claim timely filed by
    Wilmington Trust FSB, as collateral and administrative agent
    for the Holders of the Corporate Revolver Claims.
    Wilmington Trust will be paid, on behalf of the Holders of
    the Corporate Revolver Claims, $96,070,940 in Cash and
    $3,074,020 from a Cedar Crest Receivable, which amounts will
    be distributed by Wilmington Trust to the Holders in
    accordance with the Corporate Revolver Loan documents and
    the Lender Allocation under the Amended Plan.  Upon receipt
    of the required payment, Wilmington Trust will release its
    lien against the assets of ERC.

    The Cedar Crest Receivable refers to all sums due to Point
    View Campus II, LLC from Cedar Crest Village.

  * ERC Class 4 Claims.  Holders of ERC's Class 4 Interest Rate
    Swap Claims will receive a pro rata distribution of
    $2,349,000 in Cash and $75,000 from the Cedar Crest
    Receivable.

  * ERC Class 5 Other Secured Claims.  Holders of ERC's Class 5
    Other Secured Claims will receive (a) reinstatement of that
    allowed Other Secured Claim; (b) payment of that Allowed
    Other Secured Claim in full in cash; or (c) other treatment
    as ERC and each Holder will agree.  In the case of the
    secured claim of Wells Fargo Bank, National Association, as
    indenture trustee for Ann's Choice's December 1, 2005
    Indenture based on its liens in ERC's partnership interests
    in Warminster Campus, LP, those partnership interests will
    be transferred to Redwood, free and clear of the liens of
    Wells Fargo in exchange for the treatment of other
    interests held by Wells Fargo in the Debtors' Chapter 11
    cases.  The claim of PNC Bank National Association related
    to a loan in the approximate amount of $1.2 million and
    secured by a first priority security interest in and
    mortgage on the Corporate Headquarters will be paid in full
    in Cash from the Transaction implementation pool under the
    Amended Plan.

  * Holders of ERC, Erickson Construction, Senior Campus
    Services LLC, UMBC Building Construction Loan will be
    Allowed in the amount set forth in the Proofs of Claim
    timely filed by the Holders of the UMBC Building
    Construction Loan Claims.  If no Proof of Claim is timely
    filed by a Holder, the Proof of Claim timely filed by
    Manufacturers and Traders Trust Company, as collateral and
    administrative agent for the Holders of the UMBC Building
    Construction Loan Claims.  Each Holder of an Allowed UMBC
    Building Construction Loan Claim will (i) receive the
    property securing that Claim, or (ii) the Debtors will
    dispose of the property securing that Claim in a manner
    agreed upon by M&T Bank, in full satisfaction of the
    Holder's Allowed Claim.

  * Holders of General Unsecured Claims of ERC, Erickson
    Construction, Senior Campus, Ashburn Campus, LLC, Columbus
    Campus, LLC, Concord Campus, L.P., Concord Campus GP, LLC,
    Dallas Campus, LP, Dallas Campus GP, LLC, Houston Campus,
    L.P., Kansas Campus, LLC, Littleton Campus, LLC, Warminster
    Campus, L.P. may receive a participation interest in the
    recoveries of the Liquidating Creditor Trust.

  * Interests in Erickson Construction will be cancelled.

  * Holders of Ashburn Campus, Concord Construction Campus,
    Dallas Campus, Houston Campus, Kansas Campus and Littleton
    Campus Loan Claims will be allowed in the amount set forth
    in the Proofs of Claim filed by the Holders of the
    Construction Loan Claims or, if no Proof of Claim is filed
    by a Holder, the Proof of Claim filed by the applicable
    administrative agents for the Holders of the Construction
    Loan Claims.

    For the Ashburn Campus Construction Loan Claims, PNC Bank
    will be paid $60,626,000 in cash and $732,000 from the Cedar
    Crest Receivable, which amount will be distributed by PNC
    Bank to the Holders in accordance with the Ashburn
    Construction Loan documents and the Lender Allocation.

    As to Concord Construction Loan Claims, PNC Bank will be
    paid $62,757,000 in Cash and $637,000 from the Cedar Crest
    Receivable, which amounts will be distributed by PNC Bank to
    the Holders in accordance with the Concord Construction Loan
    documents and the Lender Allocation.

    For Dallas Construction Loan Claims, Bank of America,
    National Association, will be paid $19,496,000 in Cash and
    $282,000 from the Cedar Crest Receivable, which amounts will
    be distributed by BofA to the Holders in accordance with the
    Dallas Construction Loan documents and the Lender
    Allocation.

    For Houston Construction Loan Claims, PNC Bank will be paid
    $7,041,000 in Cash and $135,000 from the Cedar Crest
    Receivable, which amounts will be distributed by PNC Bank to
    the Holders in accordance with the Houston Construction Loan
    documents and the Lender Allocation.

    For Kansas Construction Loan Claims, PNC Bank will be paid
    $2,778,000 in Cash from the TIP, which amount will be
    distributed by PNC Bank to the Holders in accordance with
    the Kansas Construction Loan documents and the Lender
    Allocation.  The Holders of Kansas Construction Loan Claims
    will retain their deficiency claims and participate in the
    Liquidating Creditor Trust.

    For Littleton Construction Loan Claims, Capmark Finance,
    Inc. will be paid $46,400,000 in Cash, $594,000 from the
    Cedar Crest Receivable and 100% of the net proceeds from the
    sale of Littleton's Out-Parcel up to $6 million and 50%
    above $6 million.  The Cash payment will be distributed by
    Capmark to Holders of the Littleton Construction Loan
    Claims.  Upon receipt of the required payment, Capmark will
    release its lien against the assets of Littleton; provided,
    however, Capmark will retain its lien against the Littleton
    Out-Parcel in an amount equal to its deficiency Claim after
    the Cash payments.

    The holder of the Allowed Novi Construction Loan Claim will
    receive $24,914,000 in Cash and $389,000 from the Cedar
    Crest Receivable, which amounts will be distributed by PNC
    Bank.

    Upon receipt of the required payments, PNC Bank will release
    its liens against the assets of Concord Campus, Ashburn
    Campus, Houston Campus, Kansas Campus, and Novi Campus.

  * No holders of Ashburn Class 5 Community Loan Claims will
    receive any distribution.

  * For holders of Columbus Class 3 Improvement Bond Claims,
    Columbus Campus is surrendering Hickory Chase campus to the
    Holders of the Columbus Construction Loan Claims by means of
    a deed in lieu of foreclosure or the completion of an
    existing foreclosure process.  In this light, Columbus does
    not expect to make a distribution on any allowed claims in
    Class 3 through Class 9.  To the extent there is a
    distribution, each Holder of an Allowed Columbus Improvement
    Bond Claim will receive a Distribution, relative to the
    priority of its security interest.  The first priority tax
    lien securing the Columbus Improvement Bond Claim will
    remain on the Hickory Chase Campus and be unaffected by the
    Debtors' bankruptcy cases.

  * No Holders of Concord Campus and Houston Campus Junior Loan
    Claims will receive any distribution.

  * Holders of Concord, Littleton and Warminster Other Secured
    Claims will receive (a) reinstatement of the allowed Other
    Secured Claim; (b) payment of that Allowed Other Secured
    Claim in full in cash; or (c) other treatment as ERC and
    each Holder will agree.

  * Holders of Dallas Class 5 Texas A&M Note Claims will receive
    a pro rata distribution of $3,440,000.  Texas A&M Note
    refers to a promissory note in the original amount of
    $4.4 million granted by Dallas to the Board of Regents of the
    Texas A&M University System.

  * Holders of Littleton Class 6 Junior Claims will receive a
    Distribution in the form of $1 million Cash, paid from the
    TIP, and a contractual commitment to receive 50% of the net
    proceeds from the sale of the Littleton Out-Parcel above
    $6 million, which will be shared equally with the
    construction loan holder.

  * For holders of Warminster Class 4 Community Loan Claims,
    Warminster Campus assume, reinstate or ratify the Warminster
    Community Loan on terms mutually agreeable to Redwood, Ann's
    Choice and Wells Fargo and consistent with the terms agreed
    to during the December 22, 2009 auction.

  * Each holder of an Allowed Warminster Class 5 Purchase Option
    Deposit Refund Agreement Claim will receive reinstated debt
    in the full amount of the holders.  Warminster Campus will
    assume the Warminster Purchase Option Deposit Refund
    Agreement as it exists or on terms mutually agreeable to
    Redwood, Ann's Choice and Wells Fargo and consistent with
    the terms agreed to during the Auction.  Warminster's
    obligations under an Purchase Option Refund Deposit
    Agreement will be guaranteed by Initial Entrance Deposits
    collected by Warminster after November 27, 2009, not to
    exceed $10 million.

  * As to Warminster Class 8 NFP Claims, the working capital
    loan and master lease associated with Warminster's campus
    will be assumed as they exist or on terms mutually agreeable
    to Redwood, Ann's Choice and Wells Fargo.

                      About Erickson Retirement

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

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

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

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


ERICKSON RETIREMENT: Wants Plan Exclusivity Until June 17
---------------------------------------------------------
The exclusive period for Erickson Retirement Communities, LLC and
its debtor affiliates to solicit acceptances for a Chapter 11
plan filed in their bankruptcy cases will expire on April 17,
2010.  The Debtors just delivered to the United States Bankruptcy
Court for the Northern District of Texas their Second Amended
Joint Plan of Reorganization and accompanying Disclosure
Statement on February 16, 2010.

Against this backdrop, the Debtors ask Judge Jernigan to extend
their Exclusive Solicitation Period through June 17, 2010,
pursuant to Section 1121(d) of the Bankruptcy Code.

Vincent P. Slusher, Esq., at DLA Piper LLP, in Dallas, Texas,
asserts that cause exists to extend the Debtors' Exclusive
Solicitation Period.  For one, the Debtors' Chapter 11 case are
large and complex, which involve parties-in-interest like the
Official Committee of Unsecured Creditors, the Corporate Lenders,
the Project Lenders, the Subdebt Lenders, and the not-for-profit
organizations, he says.  The Subdebt Lenders are HCP ER6, LP, HCP
ER3, LP, and HCP ER2, LP; MSRESS III Dallas Campus, L.P. and
MSRESS III Denver Campus, LLC; and Strategic Concord Landholder,
L.P. and Strategic Ashby Ponds Lender, LLC.

Mr. Slusher continues that the Debtors also have a complex
organizational structure with 20 continuing care retirement
communities across 11 states and thousands of prepetition
creditors with more than $2 billion in claims against the
Debtors.  The Debtors' management of CCRCs adds to the complexity
of their Chapter 11 cases, he points out, because the
reorganization of their business implicates the additional
considerations of the involvement of governmental regulatory
agencies, licensing requirements, and the impact of the
bankruptcy on the residents of the CCRCs.

Moreover, Mr. Slusher says, the Debtors have made good faith
progress toward reorganization and have filed a plan of
reorganization and disclosure statement.  He reminds the Court
that the Debtors filed their initial Joint Plan of Reorganization
and Disclosure Statement on November 13, 2009, contemplating the
sale of substantially all of their assets to Redwood-ERC Senior
Living Holdings, LLC, or to another higher bidder at an auction.
The Debtors conducted an auction on December 22, 2009, in which
Redwood emerged as the successful bidder with a final bid price
of $365 million in cash.  The Debtors filed their First Amended
Joint Plan of Reorganization on December 30, 2009, to reflect the
results of the Auction.

The Debtors relate that they have also made significant progress
in negotiations with the Creditors Committee, the HCP Entities,
the MSRESS Entities and the Strategic Entities.  Indeed, the
Debtors filed with the Court a settlement agreement with the HCP
Entities, resolving the adversary proceedings they filed against
the HCP Entities and the claims asserted by the HCP Entities
against the Debtors.  The Debtors are also negotiating
settlements with the MSRESS Entities and the Strategic Entities
to resolve their adversary proceedings and claims.  The Debtors
note that they have reached a global settlement with the
Creditors Committee that determines the allocation of proceeds
from the asset sale to the general unsecured creditors.  The
global settlement resolves objections to the Debtors' Motion for
More Protections on Initial Entrance Deposits, the Creditors
Committee's Motion for Appropriate Valuation under the Amended
Plan, and the Motions to Disband Creditors Committee filed by
Capmark Finance, Inc., PNC Bank, National Association, Bank of
America, N.A., and Wells Fargo Bank National Association.

The Debtors further assure the Court that they have been paying
their debts as those debts become due.

The Debtors are seeking an extension of the Exclusive
Solicitation Period that will not prejudice creditors, and is not
sought to pressure creditors, Mr. Slusher clarifies maintains.

The Court will convene a hearing with respect to the Debtors'
Exclusivity Motion on March 23, 2010.  Objections are due no
later than March 9.

                      About Erickson Retirement

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

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

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

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


ESCADA AG: C. Marques to Assist in Wind Down of EUSA
----------------------------------------------------
EUSA Liquidation Inc., formerly known as Escada (USA), Inc.,
seeks the Court's authority to enter into an employment agreement
with Christian D. Marques.

As previously reported, the Debtor sold substantially all of its
assets and business to Escada US Subco, LLC, and successfully
closed the sale transaction on January 15, 2010.  Accordingly,
the Debtor terminated all of its employees on January 14.
Moreover, Escada AG, the sole stockholder of the Debtor, removed
each member of the Debtor's board of directors from their
positions and appointed Mr. Marques as sole director as of
January 14.

Subco subsequently hired substantially all of the Debtor's former
employees, including its senior management team other than Mr.
Marques, the Debtor's former executive vice president, chief
financial officer and treasurer on January 15.

Mr. Marques, in his capacity as sole director, then appointed
himself as President and Treasurer of the Debtor.

Counsel to the Debtor, Gerald S. Bender, Esq., at O'Melveny &
Myers LLP, in New York, avers that Mr. Marques, due to his
extensive knowledge of the Debtor's financial condition and
operations, is qualified to act as the Debtor's President and
Treasurer and to assist the Debtor with its continuing
obligations, including post-Closing matters, continuing corporate
obligations and the preparation and prosecution of a plan of
liquidation and subsequent wind-down of its estate.

Mr. Marques is currently a party to certain agreements which were
crucial to his retention by Debtor prior to the Petition Date,
Mr. Bender points out.  The Agreements were also an integral part
of Mr. Marques' compensation arrangement with the Debtor.  The
Agreements are:

  (i) a Split Dollar Agreement, as amended, which provides that
      the Debtor will pay Mr. Marques a portion of the annual
      premium on a life insurance policy with Massachusetts
      Mutual Life Insurance to which Mr. Marques is the sole
      beneficiary; and

(ii) a severance agreement, dated October 27, 2008, which
      provides that the termination of Mr. Marques' employment
      by the Debtor entitles him to a lump sum severance payment
      equal to $150,000 as well as continued coverage under the
      Debtor's health insurance programs, upon Mr. Marques'
      election.

The Debtor now seeks to enter into an employment agreement with
Mr. Marques that will provide him with similar benefits as those
he is already entitled to.  The Split Dollar Agreement is to be
amended, superseded or modified, as necessary and appropriate, by
the terms of the Employment Agreement.

                Terms of the Employment Agreement

The Employment Agreement provides for a six-month term of Mr.
Marques' employment commencing on January 15, 2010, and ending on
July 15, 2010, at a salary of $25,000 per month.  The Debtor will
also reimburse Mr. Marques for reasonable business-related
expenses, subject to review by the Official Committee of
Unsecured Creditors.

The Employment Agreement, however, does not provide a bonus or
any form of incentive compensation during Mr. Marques' term of
employment.

With respect to benefits, the Debtor will pay for Mr. Marques'
medical care and dental care continuation coverage pursuant to
the Consolidated Omnibus Budget Reconciliation Act of 1985, which
COBRA payments will total $11,638 over the life of the Employment
Agreement.  Following expiration of the Employment Agreement, the
Debtor will reimburse Mr. Marques for an additional six months of
COBRA continuation coverage, if needed.

The Debtor will continue to pay the premium payments in
connection with the Split Dollar Agreement to Mr. Marques through
the expiration of his employment term.  Upon the expiration of
the employment term, Mr. Marques will receive the benefit of the
underlying insurance policy upon his payment to the Debtor of the
Split Dollar Rebate Amount plus the aggregate Premium Payments
paid by the Debtor during the term of the Employment Agreement.

Upon completion of his term under the Employment Agreement, Mr.
Marques will receive a $150,000 lump sum payment, equal to six
months' gross salary.

The Debtor, with the consent of the Creditors' Committee, may
terminate Mr. Marques' employment (i) for "cause" at any time,
(ii) without cause, (iii) upon Mr. Marques' death, or (iv) in the
event Mr. Marques sustains a disability, under which Mr. Marques
will not be entitled to receive any further compensation or
severance.  The Debtor may only terminate Mr. Marques' employment
without "cause" with the consent of the Creditors' Committee, and
entitle him to full payment of all compensation due for the
balance of the Employment Agreement term, plus payment of the
severance obligations.

Mr. Marques will release and discharge the Debtor with respect
to, and from, any and all claims which he has or may in the
future have in connection with his previous employment with the
Debtor or otherwise.  The Debtor, however, will not be released
from claims (i) that arise in connection with the new Employment
Agreement, (ii) related to rights to indemnification pursuant to
the By-laws of the Debtor or applicable state law, (iii) rights
against insurance coverage for those losses, or (iv) any rights
to payment of benefits pursuant to a retirement or similar plan.

                     Cost Sharing Agreement

Mr. Marques has agreed to provide Subco with assistance and
advice with respect to the transfer of the Debtor's assets and
business to Subco, provided that those services do not materially
interfere with his primary duties under the Employment Agreement.
In return, Subco has agreed to share the costs of Mr. Marques'
retention.

Accordingly, the Debtor seeks the Court's approval of the Cost
Sharing Agreement it entered into with Subco as of January 15,
2010, pursuant to which Subco "will reimburse the Debtor for 50%
of all costs and fees associated with the Debtor's retention and
employment of Mr. Marques in connection with the Employment
Agreement."

Pursuant to the Cost Sharing Agreement, Subco is not obligated to
reimburse the Debtor if the Debtor (i) terminates Mr. Marques'
employment without cause, and (ii) the termination is made
without obtaining the consent of the Creditors' Committee prior
to the date of termination.

In addition to the reimbursement of 50% of the costs and expenses
incurred by the Debtor in connection with the Marques Employment
Agreement, Subco will provide Mr. Marques with reasonable office
space at Subco's offices at 1412 Broadway, in New York, New York.

Given Mr. Marques' knowledge of the Debtor and the services he is
expected to perform, the costs associated with the Marques
Employment Agreement are more than justified, Mr. Bender asserts.
Moreover, Mr. Bender points out, the sharing of costs and
expenses pursuant to the Cost Sharing Agreement only amplifies
the value that the Debtor will receive for Mr. Marques' services.

Accordingly, the Debtor maintains that the Marques Employment
Agreement and the Cost Sharing Agreement are in the best
interests of its estate and creditors, and should be approved in
all respects.

                      U.S. Trustee Objects

The Debtor "completely ignored" Section 503(c)(2) of the
Bankruptcy Code by allowing severance payments under the Marques
Employment Agreement absent satisfaction of the evidentiary
burden requirement, Diana G. Adams, the United States Trustee for
Region 2, argues.

Section 503(c), added in 2005 as part of the Bankruptcy Abuse
Prevention and Consumer Protection Act, was intended to curtail
payments of retention incentives or severance to insiders,
including bonuses granted to other employees without factual and
circumstantial justification, Trial Attorney Elisabetta G.
Gasparini, Esq., in New York, relates, on behalf of the U.S.
Trustee.

Mr. Marques is an insider of the Debtor as that term is defined
under Section 101(31) of the Bankruptcy Code.  Despite this, the
Debtor has failed to show (i) that the severance payments sought
to be made are part of a program that generally is applicable to
all full-time employees; and (ii) that the amount of the payment
is not greater than 10 times the amount of the mean severance pay
given to non-management employees during the calendar year in
which the payment is made, Ms. Gasparini notes.

Neither has the Debtor submitted affidavits, declarations or
other evidence in support of its Employment Motion to satisfy its
burden under Section 503(c)(2), she adds.

Ms. Gasparini says it is "unclear" whether there were any
severance payments made during the first two weeks of 2010, prior
to the closing of the Sale Transaction.

Moreover, paying the Severance Payments to Mr. Marques would have
the effect of rewarding a senior manager and insider of the
Debtor, who also ran the company prepetition, while reducing
monies available to pay creditor claims, Ms. Gasparini contends.
This would fly in the face of Section 503(c), which was
explicitly enacted to limit a debtor's ability to favor insiders
economically at the expense of all other creditors, Ms. Gasparini
tells Judge Bernstein, citing In re Pilgrim's Pride Corp., 401
B.R. at 234

Accordingly, the U.S. Trustee maintains that Severance Payments
under the Employment Agreements should be disallowed.

Judge Bernstein will consider the Debtor's request on
February 23, 2010.

                        About Escada AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of 338.9 million as
of April 30, 2009.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  Judge Stuart
M. Bernstein handles the case.  O'Melveny & Myers LLP has been
tapped as bankruptcy counsel.  Kurtzman Carson Consultants serves
as claims and notice agent.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.

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


ESCADA AG: Creditors Oppose Plan Extension for EUSA
---------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of EUSA Liquidation Inc., formerly known as Escada (USA),
Inc., is "very concerned" about the Debtor's proposed extension of
the exclusive periods within which the Debtor (i) may file a
Chapter 11 plan through March 31, 2010, and (ii) solicit
acceptances of that plan through May 30, 2010.

The Debtor told Judge Bernstein that it has focused on
stabilizing its business operations and preparing for,
negotiating and documenting the sale of substantially all of its
assets and business to Escada US Subco LLC.  The Debtor added
that the consummation of the Asset Sale on January 15, 2010, also
prevented it from formulating a viable and confirmable Chapter 11
plan.

"As a result of the closing of the Sale, the Debtor is no longer
operating its business, and has one remaining employee, Christian
Marques.  Accordingly, the focus of this case should now be, as
it always should have been, squarely upon the preparation and
confirmation of a plan of liquidation to marshal the Debtor's
assets, reconcile claims, and distribute the Debtor's assets to
its creditors," Melanie L. Cyganowski, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., in New York, points out, on
behalf of the Creditors Committee.

Ms. Cyganowski says the liquidation of the Debtor's remaining
assets should be a straight-forward process, especially since the
Debtor has already consummated the Sale and does not have any
significant prepetition secured debts.  Hence, she notes, the
plan of liquidation in the Debtor's case should not be overly
complex or controversial since the distribution will likely be
from one single "pot" for virtually all creditors.

According to Ms. Cyganowski, the Creditors' Committee has
repeatedly asked the Debtor to provide a draft plan and
disclosure statement.  The Debtor repeatedly represented that it
would provide a draft, but, to date, had failed to do so.  "[This
is] especially surprising because, from the very filing of this
case, the Debtor has consistently represented that it anticipated
a sale and liquidation of its assets," she notes.

Against this backdrop, the Creditors Committee contends that the
proposed six-week extension of the Exclusive Plan Filing Deadline
and the Exclusive Plan Solicitation Deadline through the end of
March and May 2010 is unnecessary.

Judge Bernstein will convene a hearing on February 23, 2010, to
consider the extension request on the Exclusive Periods.

                        About Escada AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of 338.9 million as
of April 30, 2009.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  Judge Stuart
M. Bernstein handles the case.  O'Melveny & Myers LLP has been
tapped as bankruptcy counsel.  Kurtzman Carson Consultants serves
as claims and notice agent.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.

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


ESCADA AG: U.S. Unit Proposes March 31 Admin. Claims Bar Date
-------------------------------------------------------------
EUSA Liquidation Inc., formerly known as Escada (USA), Inc., asks
the U.S. Bankruptcy Court to establish March 31, 2010, as the
final date by which all parties, including governmental units,
must file requests for allowance of administrative expense claims
arising under Sections 503 and 507(a)(1) in the Debtor's Chapter
11 case.

The Debtor also asks Judge Bernstein's approval to apply the
Administrative Claims Bar Date to all accrued and unpaid
Administrative Claims arising from and after the Petition Date
through the closing of the Debtor's sale substantially all of its
assets and business to Escada US Subco LLC on January 15, 2010,
pursuant to the Purchase Agreement, except for these Excluded
Claims:

  * administrative claims of professionals retained pursuant to
    Sections 327 and 328 of the Bankruptcy Code; and

  * the United States Trustee fees pursuant to Section 1930 of
    the Judiciary and Judicial Procedures Code.

Setting a deadline for filing Administrative Claims and barring
untimely claims is necessary to quantify the aggregate dollar
amount of Administrative Claims outstanding against the Debtor,
which is essential to formulating a plan of liquidation, Gerald
S. Bender, Esq., at O'Melveny & Myers LLP, in New York, asserts.

According to Mr. Bender, the Debtor is currently proceeding with
formulating and proposing a plan of liquidation to allow it to
make distributions to creditors.  To facilitate the plan process,
the Debtor requires finality on the number and amount of
Administrative Claims that will be asserted against its estate.

Accordingly, the proposed Administrative Claims Bar Date will
allow the Debtor to expeditiously move forward with formulating
and proposing a plan of liquidation in its Chapter 11 case, Mr.
Bender maintains.

                 Admin. Claims Filing Procedures

The Debtor proposes that an Administrative Claim against the
Debtor must be made in writing, conform to the Bankruptcy Rules
and the Local Rules, and must be filed by either overnight mail,
first class mail, or by hand delivery to:

    EUSA Liquidation Inc. (f/k/a Escada USA Inc.)
    Claims Processing Center
    c/o Kurtzman Carson Consultants, LLC
    2335 Alaska Avenue
    El Segundo, CA 90245
    (866) 967-0490

Administrative claims may also be sent by hand delivery to:

    The United States Bankruptcy Court
    Southern District of New York
    1 Bowling Green, Room 534
    New York, NY 10004

The Administrative Claim will be deemed filed only if actually
filed in conformity with procedures and when received by KCC as
the Debtor's Claims and Noticing Agent or by the Court.

The Administrative Claim must:

  (i) state the name of the claimant and the nature of the claim
      or interest of the asserting party,

(ii) specify the name and case number of the Chapter 11 case,

(iii) set forth with specificity the grounds for the claim, and

(iv) include supporting documentation or an explanation as to
      why documentation is not available.

Pursuant to Rule 3003(c)(2) of the Federal Rules of Bankruptcy
Procedure, any claimant that fails to timely and property file
its Administrative Claim will be forever barred, estopped and
enjoined from asserting that claim against the Debtor.  As a
result, the Debtor will be forever discharged from any and all
indebtedness or liability with respect to the Administrative
Claim, and the holder will not be permitted to participate in any
distribution in the Debtor's Chapter 11 case or receive further
notices on account of that Administrative Claim.

The Debtor further asks the Court to approve the notice of the
Administrative Claims Bar Date, which the Debtor intends to serve
at least 25 days prior to the Administrative Claims Bar Date on:

  * those parties who have requested notice pursuant to Rule
    2002 of the Federal Rules of Bankruptcy Procedure;

  * the United States Trustee;

  * counsel to the Official Committee of Unsecured Creditors;

  * all known counterparties to the Debtor's contracts and
    leases;

  * all former employees;

  * all other known holders of prepetition claims; and

  * all other parties known by the Debtor to hold or assert
    Administrative Claims, including taxing authorities.

The Debtor intends to publish a modified form of the
Administrative Claims Bar Date Notice for publication once in
Women's Wear Daily.

                        About Escada AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of 338.9 million as
of April 30, 2009.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  Judge Stuart
M. Bernstein handles the case.  O'Melveny & Myers LLP has been
tapped as bankruptcy counsel.  Kurtzman Carson Consultants serves
as claims and notice agent.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.

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


ETHAN ALLEN: Moody's Downgrades Credit Ratings to 'Ba2'
-------------------------------------------------------
Moody's Investors Service lowered Ethan Allen's credit ratings to
Ba2 and stabilized the company's rating outlook.  Moody's action
reflects the decline in debt protection measures due to the impact
of the economic recession.  However, the stable outlook reflects
our expectation that management actions taken over the past year
will lead to improving profitability and operating cash flow over
the next several quarters.  The company's liquidity position is
stable and should continue to improve going forward.  Moody's
downgraded these ratings to Ba2: corporate family rating,
probability of default rating and the senior unsecured notes
rating.  The speculative grade liquidity rating was affirmed at
SGL 2.

"The stable outlook reflects Moody's expectation that the
combination of stabilized discretionary consumer spending, albeit
at significantly lower levels than in the past, and Ethan Allen's
new initiatives such as migrating toward custom order case goods
are likely to result in quarterly improvements in revenue,
profitability and operating cash flow," said Kevin Cassidy, Senior
Credit Officer at Moody's Investors Service.  While not enough to
offset the dramatic decreases in the first two quarters, the
expected quarterly improvements should diminish the annual
decrease.  For example, Moody's expects fiscal 2010 revenue to
range from $600 million to $625 million and adjusted EBITDA to be
between $60 million and $70 million.

The one notch downgrade in the corporate family rating
incorporates Moody's expectation that Ethan Allen's business
profile, operating results and credit metrics are more reflective
of a Ba2 consumer durable company over the medium to long term
than a Ba1 consumer durable company.  For example, revenue is not
expected to meaningfully exceed $700 million, financial leverage
is expected to range from 3x to 4x and operating margins are
expected to be in the high single digits.

These ratings were downgraded:

  -- Corporate Family Rating to Ba2 from Ba1;

  -- Probability of Default Rating to Ba2 from Ba1; and

  -- 200 million senior unsecured notes, due 2015, to Ba2 (LGD 4,
     58%) from Ba1 (LGD 4, 58%)

This rating was affirmed:

  -- Speculative Grade Liquidity rating at SGL-2

The last rating action was on June 8, 2009, where the rating was
downgraded to Ba1 with a negative outlook.

Ethan Allen is a manufacturer, wholesaler, and retailer of the
furniture, upholstery, and accessories in the U.S. Revenues
approximated $560 million for the twelve months ended December 31,
2009.


FAIRFIELD RESIDENTIAL: Seeks Time to Fix Disclosure Statement
-------------------------------------------------------------
Fairfield Residential LLC asked the bankruptcy judge to delay the
hearing on its disclosure statement so that it can address several
objections, Law360 reports.

Fairfield will commence soliciting votes on, then seek approval of
its liquidating plan after the explanatory disclosure statement is
approved.

Under the Plan, an initial liquidating trustee will be selected by
creditors.

Holders of unsecured claims will split available cash allocated
for these creditors.  Holders of convenience claims will receive
cash equal to 100% of the face amount thereof up to a maximum of
$1,000 total payout in full and final satisfaction of the claim.
Interestholders won't receive anything from the liquidating
trustee.

Newco will be formed as a new entity, which will hold, directly or
indirectly, all of the equity interests of Reorganized FF
Properties.  Reorganized Fairfield will retain the Reorganized
Fairfield Assets and will assume certain executory contracts and
operating liabilities of FF Properties and its affiliates
associated with the employees of the Debtors.  Newco will be
structured for administrative and tax efficiency consistent with
its two primary businesses: (i) providing management and other
services and (ii) investing as a general partner in new projects.

A copy of the Plan is available for free at:

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

                  About Fairfield Residential

San Diego, California-based Fairfield Residential LLC is a fully
integrated multifamily housing company that through its various
subsidiaries provides a diverse mix of services to a wide range of
investors, joint venture partners and clients.  FFR either
directly or indirectly acts as a general partner or managing
member of, and owns varying stakes in, a number of project level
operating companies.

The Company and its affiliates -- FF Development, Inc., et al. --
filed for Chapter 11 bankruptcy protection on December 13, 2009
(Bankr. D. Delaware Case No. 09-14378).  Daniel J. DeFranceschi,
Esq.; Lee E. Kaufman, Esq.; Paul Noble Heath, Esq.; and Travis A.
McRoberts, Esq., at Richards, Layton & Finger, P.A., assist the
Debtors in their restructuring efforts.  The Official Committee of
Unsecured Creditors is represented by Brett H. Miller, Esq.,
Stefan W. Engelhardt, Esq., and Melissa A. Hager, Esq., at
Morrison & Foerster LLP; and William E. Chipman Jr., Esq., Kerri
K. Mumford, Esq., and Kimberly A. Brown, Esq., at Landis Rath &
Cobb LLP.  Fairfield Residential listed $100,000,001 to
$500,000,000 in assets and more than $1,000,000,000 in
liabilities.  Dow Jones says Fairfield listed assets worth
$958 million and liabilities of nearly $835 million.


FIDDLER'S CREEK: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Fiddler's Creek, LLC
        8156 Fiddler's Creek Parkway
        Naples, FL 34114

Bankruptcy Case No.: 10-03846

Chapter 11 Petition Date: February 23, 2010

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Judge: Alexander L. Paskay

Debtors' Counsel: Paul J. Battista, Esq.
                  Genovese Joblove & Battista PA
                  100 Southeast 2nd Street, 44th Floor
                  Miami, FL 33131
                  Tel: (305) 349-2300
                  Fax: (305) 349-2310
                  Email: pbattista@gjb-law.com

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

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

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

             http://bankrupt.com/misc/flmb10-03846.pdf

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
AON Risk Services Inc.     Trade Claim of GBFC    $38,867
of NY                      Development Ltd.

Ash City USA               Trade Claim of FC      $5,560
                           Golf Ltd.

Avalon Risk Inc 35000004   Trade Claim of 951     $4,840
                           Land Holdings Ltd.

Bellagio Village           Trade Claim of GBFC    $6,927
Association                Development Ltd.

Carriage Limousine LLC     Trade Claim of         $9,231
                           Fiddler's Creek
                           Management Inc.

Century Link               Trade Claim of GBFC    $11,097
                           Development Ltd.

Cranberry Crossing         Trade Claim of GBFC    $3,723
                           Development Ltd.

Evans Oil Company          Trade Claim of GBFC    $10,761
                           Marina Ltd. and FC Golf
                           Ltd.

FBS Property Tax           Trade Claim of GBFC    $21,083
Abatement LLC              Development Ltd.

Grand Western Brands Inc.  Trade Claim of Gulf    $6,122
                           Bay Hospitality Ltd.

Guymann Construction       Trade Claim of GBP     $100,800
of FL                      Development Ltd.

Jenner & Block LLP         Trade Claim of GBFC    $158,207
                           Development Ltd.

John Deere Landscapes      Trade Claim of FC      $23,100
                           Golf Ltd.

Lee County Port Authority  Trade Claim of GBFC    $17,985
                           Development Ltd.

SYSCO West Coast FL        Trade Claim of Gulf    $31,408
                           Bay Hospitality Ltd.

Tampa Bay Trane            Trade Claim of Gulf    $9,913
                           Bay Hospitality Ltd.
                           & FC Golf Ltd.

Textron Business Services  Trade Claim of FC      $48,006
Inc.                       Golf Ltd.

The Advocacy Group at Tew  Trade Claim of FC      $80,090
Cardenas LLC               Golf Ltd.

Titleist/Acushnet Company  Trade Claim of FC      $4,051
                           Golf Ltd

United Capital Funding     Trade Claim of Gulf    $4,550
Corp                       Bay Hospitality Ltd.


The petition was signed by Anthony DiNardo, the company's
authorized officer.

Debtor-affiliates that filed separate Chapter 11 petitions
February 23, 2009:

(1)   951 Land Holdings, LLC
      Case No: 10-03852
      Estimated Assets:  $0 to $50,000
      Estimated Debts: $0 to $50,000

(2)   DY Associates, LLC
      Case No: 10-03856
      Estimated Assets:  $0 to $50,000
      Estimated Debts: $0 to $50,000

(3)   GBFC Development, LLC
      Case No: 10-03864
      Estimated Assets:  $0 to $50,000
      Estimated Debts: $0 to $50,000

(4)   FC Marina, LLC
      Case No: 10-03872
      Estimated Assets:  $0 to $50,000
      Estimated Debts: $0 to $50,000

(5)   FC Beach, LLC
      Case No: 10-03873
      Estimated Assets:  $0 to $50,000
      Estimated Debts: $0 to $50,000

(6)   FC Golf, LLC
      Case No: 10-03875
      Estimated Assets:  $0 to $50,000
      Estimated Debts: $0 to $50,000

(7)   DY Land Holdings II, LLC
      Case No: 10-03878
      Estimated Assets: $50,000,001 to $100,000,000
      Estimated Debts:  $10,000,001 to $50,000,000

(8)   FC Parcel 73, LLC
      Case No: 10-03881
      Estimated Assets: $10,000,001 to $50,000,000
      Estimated Debts:  $1,000,001 to $10,000,000

(9)   FC Commercial, LLC
      Case No: 10-03886
      Estimated Assets: $10,000,001 to $50,000,000
      Estimated Debts:  $10,000,001 to $50,000,000

(10)  FC Hotel, LLC
      Case No: 10-03888
      Estimated Assets:  $0 to $50,000
      Estimated Debts: $0 to $50,000

(11)  FC Resort, LLC
      Case No: 10-03896
      Estimated Assets:  $0 to $50,000
      Estimated Debts: $0 to $50,000

(12)  Gulf Bay Hospitality Company, LLC
      Case No: 10-03898
      Estimated Assets:  $0 to $50,000
      Estimated Debts: $0 to $50,000

(13)  Gulf Bay Hotel Company, LLC
      Case No: 10-03905
      Estimated Assets:  $0 to $50,000
      Estimated Debts: $0 to $50,000

(14)  GBP Development, LLC
      Case No: 10-03908
      Estimated Assets:  $0 to $50,000
      Estimated Debts: $0 to $50,000

(15)  GB Peninsula, Ltd.
      Case No: 10-03909
      Estimated Assets: $10,000,001 to $50,000,000
      Estimated Debts:  $10,000,001 to $50,000,000

(16)  951 Land Holdings, Ltd.
      Case No: 10-03911
      Estimated Assets: $100,000,001 to $500,000,000
      Estimated Debts:  $100,000,001 to $500,000,000

(17)  DY Land Associates, Ltd.
      Case No: 10-03918
      Estimated Assets: $10,000,001 to $50,000,000
      Estimated Debts:  $10,000,001 to $50,000,000

(18)  GBFC Development, Ltd.
      Case No: 10-03920
      Estimated Assets: $100,000,001 to $500,000,000
      Estimated Debts:  $50,000,001 to $100,000,000

(19)  GBFC Marina, Ltd.
      Case No: 10-03928
      Estimated Assets: $50,000,001 to $100,000,000
      Estimated Debts:  $50,000,001 to $100,000,000

(20)  FC Beach, Ltd.
      Case No: 10-03934
      Estimated Assets: $1,000,001 to $10,000,000
      Estimated Debts:  $1,000,001 to $10,000,000

(21)  FC Golf, Ltd.
      Case No: 10-03937
      Estimated Assets: $1,000,001 to $10,000,000
      Estimated Debts:  $10,000,001 to $50,000,000

(22)  FC Hotel, Ltd.
      Case No: 10-03938
      Estimated Assets: $1,000,001 to $10,000,000
      Estimated Debts:  $1,000,001 to $10,000,000

(23)  FC Resort, Ltd.
      Case No: 10-03947
      Estimated Assets: $1,000,001 to $10,000,000
      Estimated Debts:  $10,000,001 to $50,000,000

(24)  Gulf Bay Hospitality, Ltd.
      Case No: 10-03949
      Estimated Assets: $500,001 to $1,000,000
      Estimated Debts:  $1,000,001 to $10,000,000

(25)  Gulf Bay Hotel Company, Ltd.
      Case No: 10-03950
      Estimated Assets: $$1,000,001 to $10,000,000
      Estimated Debts:  $0 to $50,000

(26)  GBP Development, Ltd.
      Case No: 10-03952
      Estimated Assets: $10,000,001 to $50,000,000
      Estimated Debts:  $10,000,001 to $50,000,000

(27)  Fiddler's Creek Management, Inc.
      Case No: 10-03954
      Estimated Assets: $500,001 to $1,000,000
      Estimated Debts:  $1,000,001 to $10,000,000


FIRESTONE ASSOCIATES: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Firestone Associates, LLC
        8077 Florence Avenue
        Downey, CA 90240

Bankruptcy Case No.: 10-16498

Chapter 11 Petition Date: February 23, 2010

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

Judge: Barry Russell

Debtor's Counsel: Carolyn A. Dye, Esq.
                  3435 Wilshire Blvd., Ste 1045
                  Los Angeles, CA 90010
                  Tel: (213) 368-5000
                  Email: trustee@cadye.com

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

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

According to the schedules, the Company has assets of $7,000,100,
and total debts of $6,924,385.

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/cacb10-16498.pdf

The petition was signed by David Sarinana, managing member of the
Company.


FIRST CONVALESCENT: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: First Convalescent, LLC
        550 Hammond Drive NE
        Atlanta, GA 30328

Bankruptcy Case No.: 10-65131

Chapter 11 Petition Date: February 23, 2010

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Judge: C. Ray Mullins

Debtor's Counsel: George D. Houser, Esq.
                  George D. Houser, Attorney at Law
                  550 Hammond Drive NE
                  Sandy Springs, GA 30328
                  Tel: (404) 228-3148

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

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

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

             http://bankrupt.com/misc/ganb10-65131.pdf

The petition was signed by George D. Houser, manager of the
Company.


FLYING J: Term Loan Agent Opposes Exclusivity Extension
-------------------------------------------------------
Wilmington Trust Company, agent for a group of prepetition term
lenders, is seeking to thwart Flying J Inc.'s request for an
extension of its exclusive period to file a Chapter 11 plan,
according to Law360.

The Debtors are asking the Court to extend their exclusive periods
to file a Chapter 11 plan until June 22, 2010, and to solicit
acceptances of that plan until August 22, 2010.

The Debtors said they need additional time to finalize a plan of
reorganization for the debtor entities in cooperation with the
major creditor constituencies and Pilot Travel Center LLC, the
purchaser of all of the Debtors' retail assets.

                        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.


FOOTHILLS RESOURCES: Emerges from Chapter 11 Bankruptcy
-------------------------------------------------------
Foothills Resources, Inc., and its subsidiaries have completed
their financial restructuring and emerged from bankruptcy
protection.

"This successful financial restructuring is a significant
accomplishment, and we are satisfied with the outcome," said W.
Kirk Bosche, chief financial officer of the Company.  "Thanks to
the hard work and commitment of our employees, officers, directors
and advisors, Foothills is now emerging from reorganization as a
stronger entity and better positioned to support its operations."

The Company's emergence from bankruptcy was preceded by
confirmation of the Debtors' First Amended Joint Plan of
Reorganization Under Chapter 11 of the Bankruptcy Code (Modified)
(the "Plan") in the U.S. Bankruptcy Court in Wilmington, Delaware
on January 29, 2010.

Under the terms of the confirmed Plan:

  * The Company has a commitment for a $27,954,700 exit financing
    facility from one of the Company's pre-petition secured
    lenders.

  * The exit financing facility will be used to pay down a portion
    of the Company's pre-petition secured debt.

  * A portion of the Company's pre-petition secured debt will be
    exchanged for all of the equity in the restructured Company.

The Plan was supported by virtually all of the Company's creditors
and interest holders, including the Company's pre-petition secured
lenders, unsecured creditors, and equity interest holders.  By
application of the Plan, all of the Company's equity securities,
including its publicly traded common stock, have been cancelled
and no such shares remain outstanding.

Following the dramatic decline in commodity prices experienced in
the second half of 2008, the Company voluntarily filed for chapter
11 bankruptcy protection in Delaware on February 11, 2009 when, as
a result, it was no longer able to service its secured
indebtedness and the prevailing disruption in the credit markets
foreclosed any opportunity to refinance its debt other than
through a reorganization proceeding.  The Company was represented
in its chapter 11 restructuring by Charles R. Gibbs and Sarah Link
Schultz of Akin Gump Strauss Hauer & Feld LLP and Patrick J.
Reilley of Cole, Schotz, Meisel, Forman & Leonard, P.A.

                     About Foothills Resources

Foothills Resources, Inc., is engaged in the acquisition,
exploration and development of oil and natural gas properties.
The Company's operations are conducted primarily through its
wholly owned subsidiaries, Foothills California, Inc., Foothills
Texas, Inc., and Foothills Oklahoma, Inc.

On February 11, 2009, Foothills Resources and its wholly owned
subsidiaries, Foothills California, Foothills Oklahoma, and
Foothills Texas, filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
09-10452).  Judge Christopher S. Sontchi handles the Chapter 11
cases.  Akin Gump Strauss Hauer & Feld LLP is the Debtors' lead
bankruptcy counsel.  Norman L. Pernick, Esq., and Patrick J.
Reilley, Esq., at Cole, Schotz, Meisel, Forman & Leonard,
represent the Debtors as Delaware counsel.  The Garden City Group,
Inc., is the claims agent for the Debtors.

The explanatory disclosure statement, filed along with Foothills'
plan, says that assets were $41 million and debt was $59.5 million
on Dec. 31.  The Chapter 11 petition and a regulatory filing
listed assets of $89.5 million and debt totaling $78.8 million as
of Sept. 30, 2008, with $71.2 million owing to secured creditors
on term loan and revolving credit agreements.


FRASER PAPERS: Clears Final Conditions of Sale of Business
----------------------------------------------------------
Fraser Papers Inc. has cleared the remaining material conditions
under an offer to purchase its specialty papers business.  The
Company, the Canadian Energy and Paperworkers Union of Canada, the
Government of New Brunswick and other stakeholders agreed to the
broad terms under which Fraser Papers will proceed to close the
sale of its specialty papers business to a company sponsored by
the secured creditors of Fraser Papers.  The Agreement included
proposed changes to the collective agreements at the Company's
Edmundston pulp and energy complex which will require ratification
on or before March 10, 2010.

The Company filed the Agreement with the Ontario Superior Court of
Justice.   The Company will work diligently with its secured
creditors and Newco to close the sale of the specialty papers
business before March 31, 2010.  The final agreement (the
"Purchase Agreement") will be subject to court approval prior to
closing.

Under the terms of the Purchase Agreement, the unsecured creditors
of Fraser Papers will receive promissory notes and a 49% common
equity interest in the new company.  Brookfield Asset Management
Inc., a secured creditor, has agreed to convert its secured claim
against the Company into a 51% common equity interest in Newco
while the Government of New Brunswick has agreed to convert its
$35 million secured loan plus accrued interest into equity in the
form of preferred shares of the new company.  Newco and the
Company are currently negotiating a $50 million revolving credit
facility with CIT Business Credit Canada Inc., which will provide
Newco with operating liquidity.

The Company disclosed that the Court has granted a further
extension of the initial Order under which Fraser Papers, was
granted creditor protection under the Companies' Creditors
Arrangement Act.  This extension is through April 9, 2010 and was
supported by PricewaterhouseCoopers Inc., the Court appointed
Monitor of the Company's CCAA process.

                      About Fraser Papers

Fraser Papers -- http://www.fraserpapers.com/-- is an integrated
specialty paper company that produces a broad range of specialty
packaging and printing papers.  The Company has operations in New
Brunswick, Maine, New Hampshire and Quebec.

On June 18, 2009, citing continued operating losses, weak markets
for pulp and lumber, impending debt repayments and significant
pension funding obligations, the Company and its subsidiaries
filed for protection under the Companies Creditors Arrangement Act
(Ont. Super. Ct. J. Ct. File No. CV-09-8241-00CL) in Toronto and
Chapter 15 (Bankr. D. Del. Case No. 09-12123) of the U.S.
Bankruptcy Code.  Fraser is represented by Michael Barrack, Esq.,
Robert I. Thornton, Esq., and D.J. Miller, Esq., at
ThorntonGroutFinnigan LLP, in Toronto, and Derek C. Abbott, Esq.,
at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Del.  With
adequate financing to support continuing operations, Fraser says
it is developing a restructuring plan to present to its creditors
-- hopefully by Oct. 16, 2009 -- with the objective of emerging
with a sustainable and profitable specialty papers business.


FREESCALE SEMICONDUCTOR: Closes Senior Secured Notes Offering
-------------------------------------------------------------
Freescale Semiconductor Inc. closed the private offering of its
senior secured notes.  The offering consists of $750 million
principal amount of its 10-1/8% senior secured notes due 2018.
All of the proceeds from the offering will be used to repay
indebtedness outstanding under the Company's credit facility at
par.

                   About Freescale Semiconductor

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

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

                           *     *     *

According to the Troubled Company Reporter on Feb. 23, 2010, 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.


GENCORP INC: BlackRock Holds 6.59% of Common Stock
--------------------------------------------------
BlackRock Inc. disclosed that as of December 31, 2009, it may be
deemed to beneficially own 3,856,990 shares or roughly 6.59% of
the common stock of GenCorp Incorporated.

GenCorp Inc. manufactures aerospace and defense systems, with a
separate real estate segment.  GenCorp's Aerospace and Defense
segment includes the operations of Aerojet-General Corporation,
which develops and manufactures propulsion systems for defense and
space applications, armament systems for precision tactical weapon
systems and munitions applications.

GenCorp's Real Estate segment includes activities related to the
entitlement, sale, and leasing of excess real estate assets.
GenCorp owns 12,200 acres of land adjacent to U.S. Highway 50
between Rancho Cordova and Folsom, California, east of Sacramento.
GenCorp also owns 580 acres in Chino Hills, California.

As of November 30, 2009, the Company had total assets of $935.7
million against total liabilities of $1.224 billion, resulting in
stockholders' deficit of $295.1 million.

                           *     *     *

According to the Troubled Company Reporter on Jan. 26, 2010,
Standard & Poor's Ratings Services said it raised its ratings on
GenCorp Inc. by one notch and removed all ratings from
CreditWatch, where S&P had placed them with positive implications
on Dec. 15, 2009.  The corporate credit rating is now 'B-' and the
outlook is stable.  The recovery ratings were not on CreditWatch
and remain unchanged.  The rating actions follow the company's
repayment of $125 million of debt that was tendered to it, with
proceeds from the $200 million in convertible subordinated
debentures it issued in late December 2009.


GENCORP INC: Files Shelf Prospectus; May Sell $200MM of Securities
------------------------------------------------------------------
GenCorp Inc. is eyeing to sell up to $200,000,000 of debt
securities and common stock, par value $0.10 per share.  GenCorp
said in a shelf-registration statement filed with the Securities
and Exchange Commission that the securities may be offered and
sold by the Company in one or more offerings.  The debt securities
may be convertible into or exercisable or exchangeable for common
stock or other of the Company's securities or securities of one or
more other entities.   Shares of the Company's common stock are
traded on the New York Stock Exchange and the Chicago Stock
Exchange under the symbol "GY".

Gencorp may offer and sell the securities to or through one or
more underwriters, dealers and agents, or directly to purchasers,
on a continuous or delayed basis.

In December 2009, GenCorp closed an offering of $200 million
aggregate principal amount of 4.0625% Convertible Subordinated
Debentures due 2039 in a private placement to qualified
institutional buyers.  GenCorp used a portion of the net proceeds
in January 2010 to repurchase $124.7 million of 4% Contingent
Convertible Subordinated Notes due 2024.  As a result of the
repurchase of the Notes, GenCorp's borrowing availability under
the revolving credit facility provided for in its senior credit
facility, which had been reduced to $60 million effective May 1,
2009, was restored to $80 million.

A full-text copy of the shelf prospectus is available at no charge
at http://ResearchArchives.com/t/s?54b9

                           About GenCorp

GenCorp Inc. manufactures aerospace and defense systems, with a
separate real estate segment.  GenCorp's Aerospace and Defense
segment includes the operations of Aerojet-General Corporation,
which develops and manufactures propulsion systems for defense and
space applications, armament systems for precision tactical weapon
systems and munitions applications.

GenCorp's Real Estate segment includes activities related to the
entitlement, sale, and leasing of excess real estate assets.
GenCorp owns 12,200 acres of land adjacent to U.S. Highway 50
between Rancho Cordova and Folsom, California, east of Sacramento.
GenCorp also owns 580 acres in Chino Hills, California.

As of November 30, 2009, the Company had total assets of $935.7
million against total liabilities of $1.224 billion, resulting in
stockholders' deficit of $295.1 million.

                           *     *     *

According to the Troubled Company Reporter on Jan. 26, 2010,
Standard & Poor's Ratings Services said it raised its ratings on
GenCorp Inc. by one notch and removed all ratings from
CreditWatch, where S&P had placed them with positive implications
on Dec. 15, 2009.  The corporate credit rating is now 'B-' and the
outlook is stable.  The recovery ratings were not on CreditWatch
and remain unchanged.  The rating actions follow the company's
repayment of $125 million of debt that was tendered to it, with
proceeds from the $200 million in convertible subordinated
debentures it issued in late December 2009.


GENCORP INC: Franklin Mutual Advisers Owns 5.7% of Common Stock
---------------------------------------------------------------
Franklin Mutual Advisers, LLC, disclosed that as of December 31,
2009, it may be deemed to beneficially own 3,331,352 shares or
roughly 5.7% of the common stock of GenCorp Incorporated.

The securities are beneficially owned by one or more open-end
investment companies or other managed accounts which, pursuant to
investment management contracts, are managed by Franklin Mutual
Advisers, an indirect wholly owned subsidiary of Franklin
Resources, Inc.  The investment management contracts grant to FMA
all investment and voting power over the securities owned by such
investment management clients.

GenCorp Inc. manufactures aerospace and defense systems, with a
separate real estate segment.  GenCorp's Aerospace and Defense
segment includes the operations of Aerojet-General Corporation,
which develops and manufactures propulsion systems for defense and
space applications, armament systems for precision tactical weapon
systems and munitions applications.

GenCorp's Real Estate segment includes activities related to the
entitlement, sale, and leasing of excess real estate assets.
GenCorp owns 12,200 acres of land adjacent to U.S. Highway 50
between Rancho Cordova and Folsom, California, east of Sacramento.
GenCorp also owns 580 acres in Chino Hills, California.

As of November 30, 2009, the Company had total assets of $935.7
million against total liabilities of $1.224 billion, resulting in
stockholders' deficit of $295.1 million.

                           *     *     *

According to the Troubled Company Reporter on Jan. 26, 2010,
Standard & Poor's Ratings Services said it raised its ratings on
GenCorp Inc. by one notch and removed all ratings from
CreditWatch, where S&P had placed them with positive implications
on Dec. 15, 2009.  The corporate credit rating is now 'B-' and the
outlook is stable.  The recovery ratings were not on CreditWatch
and remain unchanged.  The rating actions follow the company's
repayment of $125 million of debt that was tendered to it, with
proceeds from the $200 million in convertible subordinated
debentures it issued in late December 2009.


GENCORP INC: To Hold Annual Shareholders Meeting on March 24
------------------------------------------------------------
GenCorp Incorporated will hold its annual meeting of shareholders
at 9:00 a.m. Eastern time on March 24, 2010.  The meeting will be
held at the offices of Olshan Grundman Frome Rosenzweig & Wolosky
LLP, Park Avenue Tower, 65 East, 55th Street in New York.

At the meeting, shareholders will be asked to:

     1. To elect eight directors to the Company's Board of
        Directors to serve until the 2011 annual meeting of
        shareholders and until their successors have been duly
        elected and qualified;

     2. To amend the Company's Amended Articles of Incorporation
        to restrict transfers of the Company's common stock to
        preserve the value of certain tax assets associated with
        net operating loss carryforwards under Section 382 of the
        Internal Revenue Code;

     3. To approve an amendment to the GenCorp 2009 Equity and
        Performance Incentive Plan to increase the number of
        shares authorized and reserved for issuance thereunder by
        1,000,000 shares;

     4. To ratify the appointment of PricewaterhouseCoopers LLP as
        the independent registered public accounting firm of the
        Company for the fiscal year ending November 30, 2010; and

     5. To consider and act on such other business as may properly
        be brought before the meeting or any adjournments or
        postponements thereof.

A full-text copy of the Company's proxy statement is available at
no charge at http://ResearchArchives.com/t/s?54ba

                           About GenCorp

GenCorp Inc. manufactures aerospace and defense systems, with a
separate real estate segment.  GenCorp's Aerospace and Defense
segment includes the operations of Aerojet-General Corporation,
which develops and manufactures propulsion systems for defense and
space applications, armament systems for precision tactical weapon
systems and munitions applications.

GenCorp's Real Estate segment includes activities related to the
entitlement, sale, and leasing of excess real estate assets.
GenCorp owns 12,200 acres of land adjacent to U.S. Highway 50
between Rancho Cordova and Folsom, California, east of Sacramento.
GenCorp also owns 580 acres in Chino Hills, California.

As of November 30, 2009, the Company had total assets of $935.7
million against total liabilities of $1.224 billion, resulting in
stockholders' deficit of $295.1 million.

                           *     *     *

According to the Troubled Company Reporter on Jan. 26, 2010,
Standard & Poor's Ratings Services said it raised its ratings on
GenCorp Inc. by one notch and removed all ratings from
CreditWatch, where S&P had placed them with positive implications
on Dec. 15, 2009.  The corporate credit rating is now 'B-' and the
outlook is stable.  The recovery ratings were not on CreditWatch
and remain unchanged.  The rating actions follow the company's
repayment of $125 million of debt that was tendered to it, with
proceeds from the $200 million in convertible subordinated
debentures it issued in late December 2009.


GENERAL GROWTH: Has $2.625-Bil. Investment Deal with Brookfield
---------------------------------------------------------------
General Growth Properties, Inc., on February 24 announced that it
has reached an agreement in principle with Brookfield Asset
Management Inc., one of the world's largest real estate investors
and asset managers, to invest in a proposed recapitalization of
GGP at a plan value of $15.00 per share and provide par plus
accrued interest to unsecured creditors.  The $2.625 billion
proposed equity commitment from Brookfield is not subject to due
diligence or any financing condition and is expected to create a
floor value for the purpose of raising additional equity for the
company.  The plan is subject to definitive documentation,
approval of the Bankruptcy Court and higher and better offers
pursuant to a bidding process to be approved by the Bankruptcy
Court.

The complete term sheet for the proposed plan with Brookfield is
available on GGP's website at
http://www.ggp.com/company/Default.aspx?id=97

The proposed plan is designed to maximize value for all GGP
stakeholders and enable a restructured GGP to emerge from
bankruptcy on a standalone basis with a diverse portfolio of high-
quality income-producing assets, strong cash flow and a solid
balance sheet capitalized principally with long-term non-recourse
debt.

Under the terms of the proposed plan:

    * GGP's existing shareholders will receive one share of new
      GGP common stock with an initial value of $10.00 per share,
      plus one share of General Growth Opportunities ("GGO") with
      an initial value of $5.00 per share, for total consideration
      of $15.00 per share

    * Unsecured creditors will receive par plus accrued interest

    * Brookfield will invest $2.5 billion at $10.00 per share for
      new GGP common stock and up to $125 million at $5.00 per
      share for GGO common stock

"This proposed plan offers significant value for all of our
stakeholders," said Adam Metz, Chief Executive Officer of GGP.
"It is designed to allow GGP to deliver a minimum of $15.00 per
share in value to our existing common shareholders, while
providing our unsecured creditors with par plus accrued interest.
The Brookfield-sponsored recapitalization -- coupled with the more
than $13 billion of restructured debt, our compelling scale as the
second-largest regional mall owner, our fortress assets and a
business plan that focuses on further deleveraging the balance
sheet and building liquidity -- provides a strong financial
foundation for the future.  In addition, GGP shareholders will be
able to participate in the value-creation opportunity presented by
this plan.

"We have tremendous respect for Brookfield and its management
team.  We believe Brookfield will add substantial value to both
enterprises over the short and long term through its asset
management expertise and access to global institutional capital
sources.  We look forward to welcoming Brookfield as a significant
shareholder in the company following our emergence from
Chapter 11," continued Mr. Metz.

                Terms of the Brookfield Investment

Under the terms of the proposal, Brookfield will invest
$2.5 billion in cash in GGP in exchange for GGP common stock,
thereby providing sufficient liquidity to fund GGP's bankruptcy
emergence needs.  Brookfield will own approximately 30% of GGP and
have the right to nominate three directors.  This cornerstone
investment will provide the flexibility for GGP to pursue
additional capital-raising alternatives up to a total of $5.8
billion, including the issuance of new equity, asset sales and
limited new debt issuance.  Brookfield has agreed to assist GGP in
raising the balance of this capital using its relationships with
global institutional capital sources.

As part of the restructuring, GGP intends to distribute to GGP
shareholders shares in GGO, a new company that will own certain
non-core assets, such as all of the company's master planned
communities and landmark developments like South Street Seaport
and others.  A shareholder must be invested in GGP prior to the
recapitalization in order to receive a dividend of GGO.  These
assets produce little or no current income but have the potential
for significant long-term value.  GGO plans to raise $250 million
through a rights offering at $5.00 per share, with Brookfield
backstopping $125 million of such offering.

"We are excited about the opportunities this recapitalization
creates for our company and all of our stakeholders," added Thomas
H. Nolan, Jr., President and Chief Operating Officer of GGP.  "GGP
has an extremely strong portfolio of successful properties, while
GGO will have a large portfolio of opportunistic assets that have
substantial long-term value, as well as certain assets where we
believe value can be created through restructuring.  By creating
two separate companies, we enable both companies to manage their
core strengths, take advantage of different market opportunities
and appeal to distinct groups of investors with their own
investment criteria. Our shareholders will be able to participate
in the expected future value creation of both of these companies."

               Bid Protection and Path to Completion

As consideration for acting as "stalking horse" in the company's
process to raise capital, Brookfield will be granted seven-year
warrants to purchase 60 million shares of existing GGP common
stock at an exercise price of $15.00 per share.  The warrants are
intended to provide compensation to Brookfield for its financial
commitment.  Brookfield will not receive any other consideration
or bid protection, including any break-up fee, expense
reimbursement, commitment fee, underwriting discount or any other
fees.

The companies expect to move promptly to execute a definitive
agreement and file a motion seeking appropriate Bankruptcy Court
approval.  GGP will also ask the Bankruptcy Court to approve
bidding procedures with respect to the solicitation of proposals
superior to Brookfield's including, but not limited to, the sale
of the company.

Until the warrants are approved by the Bankruptcy Court, Pershing
Square Capital Management is providing interim protection to
Brookfield.  If Brookfield's investment in GGP is not made, and
the company completes a transaction with another party at a per
share value above $12.75, Pershing Square will be obligated to pay
Brookfield 25% of its profits from its investment in GGP above
$12.75 per share.  GGP will not be required to reimburse Pershing
Square for any amounts paid pursuant to this agreement.

This agreement follows GGP's successful restructuring - or
agreements to restructure - more than $13 billion of secured
mortgage debt and the emergence from bankruptcy of more than 200
subsidiary debtors owning 108 properties.

UBS Investment Bank and Miller Buckfire & Co. LLC served as
financial advisors to General Growth Properties, and Weil, Gotshal
& Manges LLP acted as legal counsel to the company.  Goldman Sachs
& Co. and Barclays Capital served as financial advisors to
Brookfield, and Willkie Farr & Gallagher LLP acted as legal
counsel to Brookfield.

                      About Brookfield Asset

Brookfield Asset Management Inc., focused on property, renewable
power and infrastructure assets, has over $100 billion of assets
under management and is co-listed on the New York and Toronto
Stock Exchanges under the symbol BAM and on NYSE Euronext under
the symbol BAMA. For more information, please visit its website at
http://www.brookfield.com/

                           *     *     *

The Wall Street Journal's Kris Hudson and Jeffrey McCracken,
report that General Growth's complex plan was drafted partly by
activist investor and General Growth board member William Ackman.
The plan, the Journal says, is meant to top a $10 billion buyout
bid that Simon Property Group Inc. made last week.

The General Growth-Brookfield plan values General Growth at $15 a
share and the Simon offer at $9 a share.

"We know it is not automatic," Brookfield spokesman Denis Couture
said, according to the Journal.  "But, we look forward to working
with them and through the court process."

The Journal says under General Growth's plan to split itself in
two to exit bankruptcy, the challenge will be for General Growth
to assemble $7 billion in cash to pay its unsecured creditors.
Simon and its partners have already amassed such a sum.

The complete term sheet for the Brookfield plan is available at no
charge at http://www.ggp.com/content/Docs/TermSheet_22410.pdf

In a statement released late Wednesday, Simon said its all-cash
bid was superior to the Brookfield plan because it provided $10
billion "of real value . . . as compared to a complex piece of
financial engineering that is so highly conditional as to be
illusory."

The Journal notes that if General Growth gains approval from its
creditors and the bankruptcy judge for the breakup, the larger of
the resulting companies, which would retain the General Growth
Properties name, would hold roughly 180 of the company's more than
200 malls.  Brookfield has pledged to buy 30% of that company's
shares at a price of $10 a share, for a total of roughly $2.5
billion.  The larger company would carry more than $19 billion of
mortgages on its malls.

The smaller company, to be called General Growth Opportunities,
would include many of General Growth's less-valuable malls --
including the South Street Seaport mall in New York and 13 malls
the company previously intended to forfeit to its lenders -- as
well as assets like its residential-development division and
development rights.

Brookfield would support the smaller company by providing half of
the $250 million that company would raise by selling stock at $5 a
share, people familiar with the matter said. Brookfield, in turn,
would get a 7% stake in that company, which would carry $1.2
billion of mortgages on its properties.

After an early surge on news of the breakup plan, General Growth's
stock ended the day down eight cents at $12.89 in 4 p.m. trading
on the over-the-counter Pink Sheets.  Analysts said investors were
unsure of the true value of the smaller company with riskier
assets.

The Brookfield plan values General Growth at about $4.5 billion in
equity value, compared with $3 billion under the Simon offer.

The Journal says Simon has been cutting deals with Blackstone
Group LP and other deep-pocketed partners in case it decides to
raise its bid.  Simon also has lined up sovereign wealth funds to
help finance its bid.

According to the Journal, Simon on its own, has $4 billion of cash
and $3.5 billion of borrowing capacity.  Yet Simon ultimately
might structure its bid as a joint venture in which it owns half
and its partners own half, especially if it eventually must
sweeten the bid, people familiar with the matter said.

The Journal also reports Kevin Starke, an analyst with CRT Capital
LLC, estimates that Simon can justify paying as much as $16 a
share for General Growth, based on General Growth's estimated
asset value and cash flow.

The Journal says one advantage Simon has over Brookfield is that,
as the largest U.S. mall owner, Simon can wring cost savings out
of General Growth that Brookfield couldn't.  In other words, Simon
can recoup some of its outlay by cutting duplicated corporate jobs
and perhaps combining other staffs.

"If there's another bid, [Simon is] going to be forced to raise
their bid," said Jim Sullivan, an analyst with Green Street
Advisors Inc., prior to the Brookfield bid's unveiling, the
Journal reports. "But they have the strategic advantage in being
in the mall business, which allows them to bid more. They have a
very strong balance sheet. But someone has to prompt them to bid
more."

                       Simon Property Offer

Simon Property Group, Inc., on February 17 said it has made a
written offer to acquire General Growth Properties in a fully
financed transaction valued at more than $10 billion, including
approximately $9 billion in cash.

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

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

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 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: Simon Says $10-Bil. Bid Superior to GGP Plan
------------------------------------------------------------
Simon Property Group, Inc., issued this statement in response to
the highly conditional recapitalization proposal announced by
General Growth Properties, Inc.:

"General Growth's proposed recapitalization amounts to a risky
equity play on the backs of its unsecured creditors. While
continuing to block the immediate and certain 100% cash recovery
provided by Simon's offer, General Growth has preempted its own
self-proclaimed 'process' in favor of a highly speculative and
risky plan to attempt to raise $5.8 billion of new capital in
today's uncertain markets -- including $3.3 billion of dilutive
new equity, $1 billion in asset sales and $1.5 billion in new debt
-- on top of the approximately $28 billion it already owes.  Simon
is providing $10 billion of real value -- $3 billion to
shareholders as well as $7 billion to creditors -- as compared to
a complex piece of financial engineering that is so highly
conditional as to be illusory."

Simon's offer is far superior to the General Growth proposal in
many ways, including:

   -- $9 billion of cash upfront vs. the General Growth plan which
      offers only $2 billion in cash and the hope of additional
      cash down the road, subject to highly uncertain market
      conditions.

   -- 100% immediate and certain cash recovery to unsecured
      creditors vs. the General Growth plan which would likely
      result in unsecured creditors receiving most of any recovery
      at some point down the road in the form of equity in a
      highly leveraged, capital constrained entity.  In addition,
      the inevitable sale of shares by creditors who receive stock
      would put downward pressure on the value of General Growth
      shares.

   -- Cash value to equity holders with no dilution vs. the
      General Growth plan which would result in significant
      dilution of General Growth shareholders -- who would be left
      with two speculative equity securities that are likely to
      underperform.

   -- Fully addresses claims of unsecured creditors vs. General
      Growth's proposal which turns the bankruptcy process on its
      head by favoring equity holders at the expense of creditors.

   -- No financing condition vs. the combination of the massive
      required capital raising and asset sales in the General
      Growth plan which amount to a financing condition for the
      majority of potential cash recovery for creditors.

Potential for equity holders and certain creditors to elect SPG
stock in lieu of cash, providing certainty and upside potential in
an established equity security of an S&P 500 company that has
historically outperformed.  Stakeholders who elect SPG stock will
be investors in an entity that has enhanced growth prospects
through superior management, synergies and access to capital to
realize value creation.

                      About Simon Property

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

                      About General Growth

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: Westfield Group Enters Bidding Picture
------------------------------------------------------
The Wall Street Journal's Kris Hudson and Jeffrey McCracken,
citing people familiar with the matter, report that Australian
mall owner Westfield Group has signed a nondisclosure agreement
this week to begin discussions with General Growth Properties
about a possible offer.

Westfield owns 119 malls in the U.S., Australia and Britain.
Sources told the Journal Westfield has $8 billion of borrowing
capacity on hand, and is thus far acting alone.

                      About General Growth

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: Fee Committee Gets OK for Hughes as Counsel
-----------------------------------------------------------
Bankruptcy Judge Allan Gropper authorizes the Fee Committee in
General Growth Properties' cases to retain Hughes Hubbard & Reed
LLP as its counsel.

Prior to entry of the order, Richard Stern, Esq., a member at
Hughes Hubbard & Reed LLP, informed the Court that as of
February 9, 2010, no objections were filed or served to the Fee
Committee's application to retain Hughes Hubbard as counsel.
Hughes Hubbard has not received any informal objections to the
Application, he added.

The Fee Committee consists of four members: Dan Pfeffer,
representative of the Official Committee of Equity Security
Holders and Chairperson of the Fee Committee; Gene Davis,
representative of the Official Committee of Unsecured Creditors;
Elizabeth G. Gasparini, Esq., representative of the
United States Trustee for Region 2; and Ronald Gem, Esq.,
representative of the Debtors.

As the Fee Committee's counsel, Hughes Hubbard will:

   (a) assist the Fee Committee in reviewing the professional
       employed and retained in the Debtors' Chapter 11 cases'
       fee applications, drafting reports and appearing at
       hearings on behalf of the Fee Committee;

   (b) assist the Fee Committee with regard to inquiries to and
       from the Retained Professionals; and

   (c) coordinate and attend meetings between the Fee Committee
       and the Retained Professionals.

Richard Stern, Esq., a partner at Hughes Hubbard will lead the
engagement and will be billed $775 per hour.  The Debtors will
also pay Hubbard Hughes according to its professionals' customary
hourly rate with a discounted rate of 10% in effect on the date
services are rendered.  The current customary and discounted
hourly rates are:

                                         Discounted
  Title            Rate per Hour        Rate per Hour
  -----            -------------        -------------
  Partners          $650 to $950         $585 to $855
  Counsel           $625 to $925         $587 to $832
  Associates        $355 to $695         $319 to $625
  Legal Assistants      $230                 $207

The Debtors will also reimburse Hughes Hubbard for expenses
incurred.

Mr. Stern discloses that Hughes Hubbard represents M & T Bank in
connection with the Debtors' Chapter 11 cases.  However, Hughes
Hubbard has not provided any service to M & T in connection with
the Debtors' Chapter 11 cases since November 2009, he relates.  He
further says that M & T has consented to Hughes Hubbard's
representation of the Fee Committee and granted Hughes Hubbard a
waiver with respect to that representation.  He further states
that Hughes Hubbard represents Ernst & Young LLP, Deloitte Tax
LLP, Deloitte & Touche LLP and PricewaterhouseCoopers LLP in
matters unrelated to the Debtors' Chapter 11 cases and has
obtained waivers from these parties with respect to its engagement
by the Fee Committee.

In this light, Mr. Stern maintains that Hughes Hubbard 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 GROWTH: Luxor Capital Wants Trading of Covered Claims
-------------------------------------------------------------
Luxor Capital Group, LP, as member of the Official Committee of
Unsecured Creditors, asks the Court to approve specific
information blocking procedure and permit trading of "Covered
Claims," including securities as defined in Section 2(a)(1) of the
Securities Act of 1993 and bank debt, against the Debtors.

Luxor Capital filed this motion on behalf of Luxor Capital
Partners, LP; Luxor Capital Partners Offshore, Ltd.; Luxor
Spectrum, LLC; Luxor Capital Partners Offshore Master Fund, LP;
Luxor Spectrum Offshore Master Fund, LP; and Luxor Wavefront, LP;
and Luxor Spectrum Offshore, Ltd.

Matthew J. Gold, Esq., at Kleinberg, Kaplan, Wolf & Cohen, P.C.,
in New York, tells the Court that Luxor will not violate its
fiduciary duties as members of the Creditors Committee by trading
in the Covered Claims during the Debtors' bankruptcy cases,
provided that Luxor establishes and adheres to the information
blocking policies and procedures that are approved by the United
States Trustee for Region 2.

In light with the existing information blocking procedures, Luxor
agrees to establish and maintain these internal procedures:

(1) Sharon F. Manewitz, principal at Manewitz, Weiker Associates
    LLC, as consultant to Luxor; and Norris Nissim, general
    counsel of Luxor are the representatives on behalf of the
    Creditors Committee in the Debtors' Chapter 11 cases.  The
    Committee Personnel will execute a letter acknowledging that
    they may receive non-public Information and that they are
    aware of the information blocking procedures, which are in
    effect with respect to the Covered Claims and will follow
    these procedures and will immediately inform the Creditors
    Committee's counsel and the U.S. Trustee if these procedures
    are breached.

(2) The Committee Personnel will not directly or indirectly
    share any non-public information generated by, received
    from or relating to Committee Activities or Committee
    membership with any other employees, representatives or
    agents of the Lenders.

(3) The Committee Personnel will maintain all files containing
    information received in connection with or generated from
    Committee activities in secured cabinets and offices not
    generally accessible to other employees of the Lenders.

(4) The Committee Personnel will not receive any information
    regarding the Lenders' trades in the Covered Claims in
    advance of the execution of the trades, but the Committee
    Personnel may submit trading reports showing the Lenders'
    purchases and sales and ownership of the Covered Claims in
    a biweekly basis.

(5) So long as the Lenders are members of the Committee, they
    will disclose to the U.S. Trustee any decrease in dollar
    amount of the Covered Claims held by the Lenders, which
    results in the holdings being less than 25% of the dollar
    amount of the Covered Claims held by the Lenders as of
    their appointment to the Committee.  Moreover, the Lenders
    will disclose to the Committee counsel and the U.S. Trustee
    every six months a declaration verifying continued
    compliance with the Procedures.  The lenders will
    immediately disclose to the Committee counsel and the U.S.
    Trustee any material breaches of the Procedures.

(6) If the Lenders resign from the Committee, they will
    continue to follow the Procedures until a plan has been
    confirmed in the Debtors' Chapter 11 cases or the Debtors'
    Chapter 11 cases have been converted or dismissed.

Although members of the Creditors Committee owe fiduciary duties
to the creditors of the Debtors' estates, Luxor's personnel also
have fiduciary duties to maximize returns through trading
securities and other financial interests, Mr. Gold points out.
Thus, if Luxor is barred from trading the Covered Claims during
the pendency of the Debtors' bankruptcy cases because of its
duties to other creditors, it may risk the loss of a beneficial
investment opportunity and may breach also its fiduciary duty to
its shareholders, he points out.  Moreover, if Luxor is compelled
to resign from the Creditors Committee because of its inability to
trade for the benefit of its institutions, its interests
may be compromised by virtue of taking a less active role in the
reorganization of the Debtors, he asserts.  Against this backdrop,
Luxor should not be forced to choose between serving on the
Creditors Committee and risking the loss of beneficial investment
opportunities, he says.

In a related request, Luxor asks the Court to shorten the notice
period with respect to Luxor's Motion to Permit Trading of Claims.
Mr. Gold notes that in order for the Committee Personnel to fully
participate on the Creditors Committee, it is necessary for an
order on Luxor's Motion to Permit Trading of Claims to be entered
immediately.

                   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: Morgan Stanley Has 5.1% Stake
---------------------------------------------
In a Schedule 13-G filed with the Securities and Exchange
Commission on February 12, 2010, Morgan Stanley reported that it
beneficially owned 16,034,320 shares of General Growth Properties,
Inc.'s common stock, representing 5.1% of the 313,832,656 GGP
shares of common stock outstanding as of November 4, 2009.

Morgan Stanley has sole power to vote 16,019,036 shares of
GGP's common stock.  Morgan Stanley also has sole power to dispose
of 16,063,320 shares of GGP's common stock.  Morgan Stanley has
shared voting power of 31,433 shares of GGP's common stock.

Moreover, Morgan Stanley Capital Services Inc. beneficially owns
16,000,020 shares of GGP's common stock, representing 5.1% of the
outstanding shares of GGP's common stock.

MSCSI has sole power to vote and dispose of 16,000,020 shares of
GGP's common stock.

                   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: To Wind Down Hummer as Sichuan Deal Fails
---------------------------------------------------------
Katie Merx at Bloomberg News reports that General Motors Co. said
it will close Hummer, the maker of military-inspired sport-utility
vehicles, after Sichuan Tengzhong Heavy Industrial Machinery Co.
couldn't win Chinese approval to buy the unit.

GM spokesman Nick Richards said winding down the brand will take
several months.  Some of the 3,000 people now employed at Hummer
work on other vehicles, so GM doesn't know how many jobs will be
lost, he said.

According to Bloomberg, Mr. Richards said GM would consider
"viable alternatives for all or part of the brand during wind
down."

Bloomberg relates Tengzhong said in a statement that it was
"unable to obtain clearance of the transaction from the Chinese
regulators within the proposed deal time frame."

As reported in the Troubled Company Reporter on Feb. 12, 2010,
China's Sichuan Tengzhong Heavy Industrial Machinery Co., and
General Motors Co. have agreed to postpone until the end of
February 2010 a definitive agreement that will allow the Chinese
car manufacturer to acquire GM's all-terrain Hummer brand, GM
officials told Bloomberg on January 31, 2010.

The parties have agreed to extend the January 31 deadline as they
await Beijing's approval for the deal to proceed.  Sources close
to the deal commented that one major challenge that the sale has
to go through is to convince Chinese regulators that Hummer can
make trucks that are better in terms of fuel and environment
conservation than its current lineup, The Wall Street Journal said
on February 2.

                       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)


GIBSON GUITAR: Moody's Junks Corporate Family Rating From 'B3'
--------------------------------------------------------------
Moody's Investors Service downgraded Gibson Guitar Corp.'s
corporate family rating to Caa1 from B3 due to the continuing
delay in issuing its 2008 audited financial statements and
increasing concerns regarding its corporate governance structure.
At the same time, the probability of default rating was downgraded
to Caa2 from Caa1 and the rating on the senior secured credit
facility (term loan and revolver) was downgraded to Caa1 from B3.
These actions conclude a review for possible downgrade initiated
on October 27, 2009.  The rating outlook is revised to developing.

The downgrade reflects Moody's concern over Gibson's liquidity
position as the company no longer has access to its revolving
credit facility and, although we think it is unlikely, the banks
have the ability to call the loan" said Kevin Cassidy, Senior
Credit Officer at Moody's Investors Service.  The downgrade also
reflects Moody's concerns over Gibson's weak financial controls
and weak corporate governance structure.

The developing outlook reflects the near term uncertainties
regarding the direction of the rating as the company's operating
results are beginning to show signs of stabilization yet the risk
of default is present until the company issues its audited
financial statements.  If the company issues its financial
statements in the next month or two without significant changes to
the unaudited information, the rating outlook will likely be
stabilized.  If the financial statements are not issued in the
next couple of months, the rating outlook and/or rating could
experience additional negative pressure.

These ratings were downgraded:

  -- Corporate family rating to Caa1 from B3;

  -- Probability-of-default rating to Caa2 from Caa1;

  -- $50 million senior secured revolving credit facility due 2012
     to Caa1 (LGD 3, 31%) from B3 (LGD 3, 32%);

  -- $100 million senior secured term loan B due 2014 to Caa1 (LGD
     3, 31%) from B3 (LGD 3, 32%)

The last rating action was on October 27, 2009.

Headquartered in Nashville, Tennessee, Gibson Guitar Corp.
primarily manufactures and markets acoustic and electric guitars
under the Gibson and Epiphone brand names.  The company also sells
other stringed instruments and instruments related accessories
such as amplifiers, speakers, and picks/straps.  Revenues for the
twelve months ended September 30, 2009 were approximately
$280 million.


GLOBAL CROSSING: Board, Panel Approve Pay-out of Annual Bonus
-------------------------------------------------------------
The Board of Directors of Global Crossing Limited and the
Compensation Committee of the Board approved a pay-out of 31.9% of
annual bonus target under the Company's 2009 discretionary
incentive compensation bonus program.

All of the bonus payable under the 2009 bonus program will be
payable in cash.  The dollar value of the bonus pay-outs to
executive officers named in the Summary Compensation Table of the
Company's proxy statement for its 2009 Annual General Meeting of
Shareholders are:

                                       2009 Annual Bonus
                                       -----------------
   John J. Legere                           $35,681
   David R. Carey                           $88,068
   Daniel J. Enright                        $82,888
   John A. Kritzmacher                     $102,574
   John B. McShane                          $81,852

                        About Global Crossing

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

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

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


GRAHAM PACKAGING: Fitch Upgrades Issuer Default Rating to 'B'
-------------------------------------------------------------
Fitch Ratings has upgraded the ratings for Graham Packaging
Company, L.P.'s Issuer Default Rating and long-term debt ratings:

Graham Packaging Company, L.P. and subsidiary GPC Capital Corp. I:

  -- IDR to 'B' from 'B-';

  -- Senior secured revolving credit facility to 'B+/RR3' from
     'B/RR3'.

  -- Senior unsecured notes to 'CCC/RR6' from 'CC/RR6';

  -- Senior subordinated notes to 'CCC/RR6' from 'CC/RR6';

  -- Senior secured term loan to 'B+/RR3' from 'B/RR3'.

The Rating Outlook is Stable.  Approximately $2.3 billion of debt
is covered by the ratings.

The ratings upgrade reflects the strengthening in Graham's credit
profile, the stable operating results in a challenging
environment, the improved maturity profile and the recent debt
reduction of $114 million from IPO proceeds, although reduced from
initial expectations.  Pro forma leverage was approximately 5.1
times (x) at the end of 2009 compared with leverage of 5.9x in
2008.  Fitch expects credit measures to further strengthen, with
leverage decreasing to 5x or less in 2010.  The company has also
taken steps to improve its maturity profile.  The recent
$250 million debt offering extended maturities by five years to
2017 and the amendments to its credit agreement extended
maturities on $1.2 billion of $1.8 billion term loan debt by 2 1/2
years to 2014 and a significant portion of its revolver by three
years to 2013.

Graham's ratings reflect the company's higher debt-to-EBITDA
leverage, leading market shares across its product categories,
long-term customer relationships, the on-site customer integration
with many customer, and proprietary technology investments.  Over
the next several quarters, Graham will need to address refinancing
options for approximately $590 million of term loan debt due in
October 2011 and $135 million of revolving commitments due October
2010 from lenders that did not consent to extend the maturity.

Graham's pro forma liquidity has increased to approximately
$430 million at year-end 2009, which consisted of an undrawn
$260 million revolving credit facility (the company had
$10.7 million of outstanding letters of credit at Sept. 30, 2009)
and $183 million of cash.  Near-term maturities during the next
year are relatively modest.  Amortization payments for 2010 total
$18 million.  Fitch also expects Graham will likely require a
payment associated with the excess cash flow sweep in 2010.
Graham made a $42 million payment in 2009.  Free cash flow for the
last 12 months (as of Sept. 30, 2009) was $149 million.  For 2010,
with capital spending expected to be in a similar range as 2009,
Graham should sustain FCF at comparative levels.  The company
remains in compliance with its credit agreement covenants and has
considerable cushion under the senior secured debt-to-EBITDA
covenant.  Leverage for the last four quarters (as of Sept 30,
2009) was 3.5x compared to the maximum leverage of 5.5x.  The
covenant steps down modestly in 2011.

As a result of the IPO, Graham entered into an income tax
receivable agreement to the benefit of existing stockholder and
unitholders.  Under the agreement, Graham will pay existing
holders 85% of the actual reduction in federal, state and local
tax payments.  Graham will retain the remainder of such tax
benefits.  Graham expects future payments under the agreement will
likely total in the range of $200 million to $250 million.


GRANT RUDOLPH: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Joint Debtors: Grant Rudolph
               Victoria L Vogel
                 aka Victoria Lee Vogel
               30 Catalpa Ave
               Mill Valley, CA 94941

Bankruptcy Case No.: 10-10586

Chapter 11 Petition Date: February 23, 2010

Court: United States Bankruptcy Court
       Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtors' Counsel: Michael C. Fallon, Esq.
                  Law Offices of Michael C. Fallon
                  100 E St. #219
                  Santa Rosa, CA 95404
                  Tel: (707) 546-6770
                  Email: mcfallon@fallonlaw.net

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

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

According to the schedules, the Company has assets of $2,436,401
and total debts of $5,453,435.

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/canb10-10586.pdf

The petition was signed by the Joint Debtors.


GREEKTOWN HOLDINGS: Court OKs $7 Mil. in Fees for Sept.-Nov.
------------------------------------------------------------
In separate filings, Bankruptcy Judge Shapero approved the interim
fee applications of 12 bankruptcy professionals retained in the
Debtors' cases for services rendered for the September to
November 2009 quarter period after the professionals certified
that no objections or responses were filed against their fee
requests.

The Approved Fees aggregate approximately $7,700,000 and the
Approved Expenses aggregate approximately $830,000:

Professional                             Fees       Expenses
------------                          ----------   ----------
Fine Consulting, Inc.                 $2,565,463     $218,231
Conway MacKenzie, Inc.                 1,259,222       52,333
Schafer and Weiner PLLC                  803,656       80,844
Honigman Miller Schwartz and Cohn LLP    613,771        8,822
XRoads Solutions Group LLC               605,202        5,855
Moelis & Company LLC                     450,000      419,834
Charles S. Edelman LLC                   450,000       10,375
Clark Hill PLC                           440,790       25,855
Ernst & Young LLC                        367,088        3,023
Jackier Gould P.C.                       123,330        5,468
Signature Associates                      40,000            0
Floyd E. Allen & Associates P.C.             975            0

Before the Fee Applications were approved, the Debtors informed
Judge Shapero that certain of the Fee Applications were submitted
to them for review seven days before being filed with the Court
and that they have no objections to those reviewed applications.

                     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: Enlarges Ernst & Young Work for 4th Time
------------------------------------------------------------
Greektown Holdings and its units presented to the Court their
fourth application to extend the scope of Ernst & Young LLP's
employment as their auditors and accountants to include:

  -- Fiscal Year 2010 compliance services related to Code of
     Federal Regulation, Title 31, Part 103; and

  -- the performance of certain restructuring tax services
     required in connection with the confirmed Noteholder Plan
     becoming effective.

Subject to Court approval, the Debtors propose to pay Ernst &
Young approximately $30,000 for the additional services.

The Debtors' Supplemental Application is supported by the Office
of the United States Trustee.

                     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 WG-Michigan as Gaming Consultant
-------------------------------------------------------------
Greektown Holdings Inc. and its units ask the Court for authority
to hire WG-Michigan LLC as their gaming consultant upon the
occurrence of the Effective Date of the confirmed Noteholders'
Chapter 11 Plan for Greektown Casino, which is anticipated to
occur on or before June 30, 2010.

Daniel J. Weiner, Esq., at Schafer and Weiner PLLC, in Bloomfield
Hills, Michigan, notes that the Debtors previously engaged Isle
of Capri Michigan LLC to provide temporary consulting services
after the expiration of the Debtors' engagement of The Fine Point
Group on December 31, 2009.  The Debtors, however, withdrew the
Isle of Capri application after certain parties filed objections
to it.

After discussions with the Noteholder Plan Proponents, the
Debtors decided to engage WG-Michigan, a wholly owned subsidiary
of Warner Gaming, according to Mr. Weiner.  The Debtors aver that
WG-Michigan has experience operating land-based and tribal
casinos as well as navigating gaming requirements in five
jurisdictions.

As part of its engagement, WG-Michigan will provide a
comprehensive review of the Debtors' operations, marketing,
proposed capital projects, and obtain patron feedback.

Mr. Weiner asserts that the services WG-Michigan will provide the
Debtors are necessary to enable the Debtors to maximize the value
of their estates.  He assures the Court that WG-Michigan's
services will not duplicate the services that other professionals
provide to the Debtors in the Chapter 11 cases.

The Debtors or WG-Michigan may terminate the Consulting Agreement
with or without cause on 10 days' notice to the other party.  In
any event, the Consulting Agreement will terminate on the earlier
of (i) a sale of substantially all of the Debtors' assets,
(ii) the effective date of the Noteholders Plan, or (iii)
September 1, 2010.

The Debtors will pay WG-Michigan a fixed fee amounting to
$200,000 per calendar month for the duration of the engagement
for the firm's services.  The Fixed Fee will be paid monthly in
advance; provided, however, that it will be pro-rated for any
partial months.

In addition, the Debtors will reimburse WG-Michigan for
reasonable and necessary third party expenses incurred in
connection with the firm's services.

Should the Debtors terminate the Consulting Agreement for any
reason other than WG-Michigan's material breach of the Agreement,
the Debtors will pay:

  -- any earned but unpaid fees;

  -- reimbursable expenses incurred prior to the date of the
     termination; and

  -- an amount equal to the fees that would have been payable to
     WG-Michigan for the lesser of (i) the termination date
     through September 1, 2010, and (b) three months if the
     termination date is prior to the six month anniversary of
     the Consulting Agreement's effective date.

Salvatore Semola, the president of WG-Michigan, assures that
Court that to the best of his knowledge and information, his Firm
(i) does not have any connection with the Debtors, their
affiliates, the Bankruptcy Court, the United States Trustee, or
the Debtors' attorneys; and (b) does not represent or hold any
interest adverse to the Debtors or to their estates.

                     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: Court Confirms Prepackaged Reorganization Plan
-------------------------------------------------------------
Haights Cross Communications, Inc.'s prepackaged plan of
reorganization has been confirmed by the U.S. Bankruptcy Court for
the District of Delaware, only 44 days after the Plan and related
petitions were filed.  Upon emergence, expected in mid-March, the
Company's debt obligations will be reduced by approximately
$200 million (to approximately $180 million in the aggregate).

"We could not have achieved our recapitalization in such a short
period of time without the loyalty of our customers and vendors,
the professionalism and dedication of our employees, and the
commitment and support of our creditor groups," said Paul J.
Crecca, HCC's President and Chief Executive Officer.

The Company filed its voluntary Chapter 11 petitions and Plan in
the U.S. Bankruptcy Court for the District of Delaware.

A form of the Plan and the related Disclosure Statement, which
provide a substantial description of the restructuring, may be
accessed through http://www.haightscross.com/.

                       Effectiveness of Plan

The effectiveness of the Company's Plan is subject to numerous
closing conditions.  In the event that the Company is not able to
successfully complete the restructuring contemplated by the Plan,
it intends to explore all other restructuring alternatives
available to it at that time.  The Company cannot make assurances
that any alternative restructuring arrangement or plan could be
accomplished.

                        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.


HEALTHSOUTH CORP: FMR, Fidelity Hold 1.399% of Common Stock
-----------------------------------------------------------
FMR LLC and Edward C. Johnson 3d disclosed that they may be deemed
to beneficially own 1,314,642 shares or roughly 1.399% of the
common stock of HealthSouth Corporation.

Fidelity Management & Research Company, a wholly owned subsidiary
of FMR LLC, is the beneficial owner of 81,962 shares or 0.087% of
HealthSouth common stock as a result of acting as investment
adviser to various investment companies registered under Section 8
of the Investment Company Act of 1940.  The number of HealthSouth
shares owned by the investment companies at December 31, 2009,
included 80,262 shares of Common Stock resulting from the assumed
conversion of 2,448 shares of HEALTHSOUTH 6.5% PC PERP SER A
(32.7869 shares of Common Stock for each share of Convertible
Preferred Stock).

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 81,962 shares
owned by the Funds.

Birmingham, Alabama, HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

As of December 31, 2009, the Company had total assets of $1.681
billion against total liabilities of $2.191 billion and
convertible perpetual preferred stock of $387.4 million.


HEALTHSOUTH CORP: Morgan Stanley Holds 7.2% of Common Stock
-----------------------------------------------------------
Morgan Stanley disclosed that as of December 31, 2009, it may be
deemed to beneficially own 6,774,456 shares or roughly 7.2% of the
common stock of HealthSouth Corporation.

Birmingham, Alabama, HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

As of December 31, 2009, the Company had total assets of $1.681
billion against total liabilities of $2.191 billion and
convertible perpetual preferred stock of $387.4 million.


HEALTHSOUTH CORP: Osterweis Holds 9.15% of Series A Preferreds
--------------------------------------------------------------
Osterweis Capital Management, Inc.; Osterweis Capital Management,
LLC; and John S. Osterweis disclosed that as of December 31, 2009,
they may be deemed to beneficially own in the aggregate 36,615
shares or roughly 9.15% of HealthSouth Corporation's 6.50% Series
A Convertible Perpetual Preferred Stock.

Birmingham, Alabama, HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

As of December 31, 2009, the Company had total assets of $1.681
billion against total liabilities of $2.191 billion and
convertible perpetual preferred stock of $387.4 million.


HEALTHSOUTH CORP: Reports $128.8 Million Net Income for 2009
------------------------------------------------------------
HealthSouth Corporation reported declining net income of $128.8
million for the year ended December 31, 2009, from net income of
$281.8 million for 2008 and net income of $718.7 million for 2007.
Net operating revenues were $1.911 billion for 2009, compared to
$1.829 billion for 2008 and $1.723 billion for 2007.

For the fourth quarter of 2009, the Company reported net income of
$46.9 million from net income of $190.2 million.  Net operating
revenues were $486.2 million from $460.8 million for 2008.

As of December 31, 2009, the Company had total assets of $1.681
billion against total liabilities of $2.191 billion and
convertible perpetual preferred stock of $387.4 million.

"The fourth quarter was a strong conclusion to an excellent year
for HealthSouth," said Jay Grinney, President and Chief Executive
Officer of HealthSouth. "The Company continued to execute its
business plan and performed well across all key metrics: we
discharged 4.6% more patients; provided this care on a cost-
effective basis; and strengthened our balance sheet repaying
approximately $34 million of debt.  For the year, we discharged
5.4% more patients and reduced debt by approximately $151 million
through the continued generation of strong cash flows. We believe
these solid results provide the necessary momentum for another
successful year in 2010."

As of December 31, 2009, total debt outstanding approximated $1.7
billion, with no amounts drawn on the Company's $400 million
revolving credit facility.  During 2009, the Company reduced its
total debt outstanding by $151 million and increased its cash and
cash equivalents by $49 million.  Cash flows provided by operating
activities were $406.1 million for 2009 compared to $227.2 million
for 2008.  Cash flows provided by operating activities in 2009
included $73.8 million in net cash proceeds related to the
Company's settlement with UBS and the receipt of $63.7 million in
income tax refunds associated with amended tax returns from
previous periods.

Due to the Company's debt reduction efforts and its higher
Adjusted Consolidated EBITDA, the Company's leverage ratio was
4.3x as of December 31, 2009 compared to 5.3x as of December 31,
2008.  The Company remains confident it can achieve its leverage
ratio goal of 3.5x to 4.0x by the end of 2011.

                           2010 Guidance

Adjusted income from continuing operations for 2010 is expected to
be in the range of $1.60 to $1.70 per diluted share, compared to
$1.45 per share in 2009.  Adjusted income from continuing
operations excludes any gain or loss associated with the fair
value adjustments to the Company's interest rate swaps that are
not designated as hedges, certain professional fees (related
primarily to the Company's derivative litigation), and other non-
recurring items.

Adjusted Consolidated EBITDA for 2010 is expected to be in the
range of $397 million to $407 million, compared to $383 million
for 2009. The Company's credit agreement allows unusual noncash
items or nonrecurring charges to be added to net income to arrive
at Adjusted Consolidated EBITDA.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?54bb

A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?54bc

                        About HealthSouth

Birmingham, Alabama, HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.


HOME INTERIORS: Plan Promises Pro Rata Share for Unsecureds
-----------------------------------------------------------
Dennis Faulkner, Chapter 11 trustee for Home Interiors & Gifts,
Inc., et al., asks the U.S. Bankruptcy Court for the Northern
District of Texas to approve the proposed disclosure statement
with respect to the Chapter 11 Plan of Liquidation.

The Chapter 11 trustee will begin soliciting votes on the Plan
following approval of the adequacy of the information in the
Disclosure Statement.

According to the Disclosure Statement, the Plan provides for the
consolidation of the Debtors' estates and for the transfer of all
remaining assets, well as the causes of actions to the creditors
trust.

General unsecured creditors will share pro rata in any recoveries
from Chapter 5 causes of action (avoidance actions.)  When
distributions to general unsecured creditors in Class 2 reach
$3.5 million, the general unsecured creditors will then share pro
rata in the pool of all unsecured claims including the deficiency
claim of the Group 2 lenders (the non-Highland lenders.)

The rights of equity interest holders will be extinguished on the
effective date.

On the effective date, the trustee, the creditor trust trustee,
and the members of the creditor trust oversight committee will
establish the Home Interiors Creditors Trust.

Under the Plan, a substantive consolidation of the estates will
allow ratable distribution to all creditors of the combined
estates.

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

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

                About Home Interiors & Gifts, Inc.

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and
distributes indoor and outdoor home decorative accessories.  It
was founded by Mary Crowley in 1957.  Through its affiliates, the
Company has a significant presence in Mexico, Puerto Rico, and
Canada.  Annual revenue in 2007 reached $300 million.  When Mary
Crowley, died in 1986, her son, Don Carter continued the business
operation nearly debt-free.  In a leveraged transaction in 1998,
private equity firm of Hicks, Muse, Tate, and Furst acquired 66%
of the parent company, which resulted in the imposition of more
than $500 million in debt on the Debtors.  In the face of
decreased sales and increased debt load, bondholders canceled
their debts in February 2006 in exchange for receiving most of the
outstanding equity of the Debtors.

About 40% of the goods the Debtors sell are now acquired from
manufacturers in China.  In the last decade, sales volume in the
U.S. has waned, but the Debtors reported that sales in Mexico and
Puerto Rico significantly increased.

The Company and six of its affiliates filed for Chapter 11
protection on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.
08-31961).  Andrew Jillson, Esq., Cameron Kinvig, Esq., Robert
McCormick, Esq., and Mike Massad, Esq., at Hunton & Williams, LLP,
represent the Debtors as counsel.  Richard A. Lindenmuth
at Boulder International LLC, is designated as CRO.  The U.S.
Trustee for Region 6 has appointed seven creditors to serve on an
official committee of unsecured creditors.  Munsch Hardt Kopf &
Harr, PC, represents the Committee in these cases.  Kurtzman
Carson Consultants LLC is the official noticing and balloting
agent.  In its schedules, Home Interiors & Gifts, Inc., listed
$88,653,051 in total assets, and $510,451,698 in total
liabilities.

As reported in the Troubled Company Reporter on December 11, 2008,
the Court approved the appointment by the United States Trustee of
Dennis Faulkner as Chapter 11 trustee in the Debtors' bankruptcy
cases.  Dennis Faulkner, of the accounting firm of Lain, Faulkner
& Co., P.C., is a member of the American Bankruptcy Institute and
the Association of Insolvency and Restructuring Advisors.  Lain,
Faulkner & Co., P.C., is an accounting firm which specializes in
bankruptcy, litigation and business advisory services.


INTELSAT SA: Expects Up to $900 Million in Total CapEx This Year
----------------------------------------------------------------
Intelsat S.A. recently unveiled annual capital expenditure
guidance for the three fiscal years beginning January 1, 2010, and
ending December 31, 2012.

Intelsat expects 2010 total capital expenditures to range from
$825 million to $900 million, including some capital expenditures
that were expected to be incurred in 2009 but that now are
expected to be incurred in 2010.  Expected annual capital
expenditure ranges for fiscal years 2011 and 2012 are $800 million
to $875 million, and $450 million to $525 million, respectively.

Intelsat has nine satellites in development, including Intelsat
New Dawn, that are expected to be launched during the Guidance
Period.  In addition to these programs, Intelsat expects to
procure two additional replacement satellites during this period.
By the conclusion of the Guidance Period, Intelsat does not expect
its total station-kept transponder count to change significantly
from current levels.

Intelsat's guidance excludes capital expenditures associated with
the Intelsat New Dawn satellite being procured and launched by our
New Dawn joint venture.

                          About Intelsat

Headquartered in Pembroke, Bermuda, Intelsat, Ltd. --
http://www.intelsat.com/-- provides fixed satellite services
worldwide.  Intelsat provides service on a global fleet of 51
satellites and seven owned teleports and terrestrial facilities.
Intelsat supplies video, data and voice connectivity in roughly
200 countries and territories for roughly 1,800 customers, many of
which Intelsat has had relationships with for over 30 years.
Intelsat has one of the largest, most flexible and one of the most
reliable satellite fleets in the world, which covers over 99% of
the world's population.

As of September 30, 2009, Intelsat had US$17,052,043,000 in total
assets against total current liabilities of US$659,614,000, long-
term debt, net of current portion of US$15,087,524,000, deferred
satellite performance incentives, net of current portion of
US$115,607,000, deferred revenue, net of current portion of
US$226,198,000, deferred income taxes of US$531,913,000, accrued
retirement benefits of US$238,385,000, other long-term liabilities
of US$343,554,000 and noncontrolling interest of US$7,058,000,
resulting in stockholders' deficit of US$157,810,000.


JAMES EDWARD: Section 341(a) Meeting Scheduled for March 17
-----------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of creditors
in James Edward Gilbert's Chapter 11 case on March 17, 2010, at
10:00 a.m.  The meeting will be held at U.S. Custom House, 721
19th Street, Room 104, Denver, CO 80202.

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

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

Edwards, Colorado-based James Edward Gilbert and Joette Elizabeth
Gilbert filed for Chapter 11 bankruptcy protection on February 16,
2010 (Bankr. D. Colo. Case No. 10-12806).  Robert Padjen, Esq.,
who has an office in Englewood, Colorado, assists the Debtors in
their restructuring efforts.  The Debtors estimated their assets
at $10,000,001 to $50,000,000, and debts at $1,000,001 to
$10,000,000.


JAMES ROBERT RIDLEY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: James Robert Ridley, Jr.
                 aka Jim Ridley
               Constance Creel Ridley
                 aka Connie Ridley
                 aka Connie Creel
               1200 Hilbrook Road
               Dothan, AL 36303

Bankruptcy Case No.: 10-10306

Chapter 11 Petition Date: February 23, 2010

Court: United States Bankruptcy Court
       Middle District of Alabama (Dothan)

Judge: William R. Sawyer

Debtors' Counsel: Cameron-RRL A. Metcalf, Esq.
                  Espy, Metcalf & Espy, P.C.
                  P.O. Drawer 6504
                  Dothan, AL 36302
                  Tel: (334) 793-6288
                  Email: cam@espymetcalf.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 $1,241,545
and total debts of $1,597,855.

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/almb10-10306.pdf

The petition was signed by the Joint Debtors.


JAPAN AIRLINES: Applies Antitrust Immunity With American Air
------------------------------------------------------------
American Airlines and Japan Airlines (JAL) filed an application
with the U.S. Department of Transportation (DOT) for antitrust
immunity to forge a closer relationship and implement a Joint
Business Agreement (JBA) governing the operation of their flights
between North America and Asia.  The airlines also will notify the
Ministry of Land, Infrastructure, Transport and Tourism in Japan
of the transaction.

"An immunized JBA will benefit the public, offer new competition
in the fast-growing Asian aviation marketplace and strengthen the
relationship between American and Japan Airlines, which will
support JAL's successful restructuring," said Gerard Arpey,
American's Chairman and CEO.  "It will improve customer choice by
giving the oneworld(R) Alliance, of which American and JAL are key
members, strong hub operations at Tokyo, thus allowing more
vibrant competition with other global alliances in northeast Asia
and beyond."

"With immunity to enter a JBA, Japan Airlines and American
Airlines will be able to cooperate more tightly in raising the
quality of our services and thus encourage healthy competition in
this promising region for the industry," said JAL Group Chief
Operating Officer and President Masaru Onishi. "Furthermore, not
only will both carriers be able to improve operational efficiency
but most importantly, our valued customers will receive greater
benefits and convenience which we hope will place us in a position
to always be the airlines of their choice."

Antitrust immunity between American and JAL is made possible by
the Open Skies accord reached by the United States and Japan in
December 2009.  When that agreement becomes effective, it will
eliminate the restraints on competition.

       More Consumer Benefits, Choices and Travel Options

Under an immunized JBA, American and JAL will cooperate
commercially on flights while continuing to operate as separate
legal entities.  They will coordinate fares, services and
schedules in order to attract new customers and boost revenues.
By more closely integrating their networks, the airlines will be
able to improve efficiency, find opportunities to lower costs and
have greater ability to invest in products, services and fleets.

By working together to provide links for connecting passengers,
the airlines can expand customer choice by offering new routes and
supporting existing routes that would not be economically viable
for the airlines individually.  American and JAL expect more
opportunities to expand their codeshare arrangements on flights
within and beyond Japan and the U.S. and to create new competition
in the trans-Pacific marketplace.

Consumers also will continue to receive reciprocal frequent flyer
benefits, and eligible customers will continue to have access to
the airport lounges of both airlines.

Employees and other stakeholders are expected to benefit from the
airlines' improved competitive position and financial stability.

The JBA will be "metal neutral," meaning American and JAL will
benefit from a customer's ticket purchase regardless of which one
carries the passenger, as the airlines will share revenue on all
JBA flights.  The revenue growth resulting from the JBA will
provide both airlines with substantial support towards improving
profitability.

               Enhanced Trans-Pacific Competition

The closer cooperation between oneworld Alliance members American
and JAL will improve network competition with the other alliances.
Through the JBA, the two airlines will offer a fully-integrated
network between trans-Pacific gateway airports, ensuring all
customers a third robust global airline alliance from which to
choose, and more options for time-sensitive business travelers.

                     About American Airlines

American Airlines, American Eagle and AmericanConnection(R) serve
250 cities in 40 countries with, on average, more than 3,400 daily
flights. The combined network fleet numbers more than 900
aircraft.  American's award-winning Web site, AA.com(R), provides
users with easy access to check and book fares, plus personalized
news, information and travel offers.  American Airlines is a
founding member of the oneworld(R) Alliance, which brings together
some of the best and biggest names in the airline business,
enabling them to offer their customers more services and benefits
than any airline can provide on its own.  Together, its members
serve nearly 700 destinations in more than 130 countries and
territories.  American Airlines, Inc. and American Eagle Airlines,
Inc. are subsidiaries of AMR Corporation (NYSE: AMR).

                        About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

                          *     *     *

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.

(http://bankrupt.com/newsstand/or 215/945-7000)


JAPAN AIRLINES: M. Ventress Wants Lift Stay to Continue Appeal
--------------------------------------------------------------
Martin Ventress asks the U.S. Bankruptcy Court for the Southern
District of New York to lift the automatic stay in order to
continue an appeal pending in the United States Court of Appeals
for the Ninth Circuit.

Mr. Ventress asks that the automatic stay imposed by Section 362
of the Bankruptcy Code be lifted to permit the Ninth Circuit Court
of Appeals to enter judgment regarding certain appellate
litigation currently pending between the Japan Airlines
Corporation, Japan Airlines International Co., Ltd., and JAL
Capital Co., Ltd., and Mr. Ventress.

Mr. Ventress is signed an employment contract with Hawaii Aviation
Contract Services, Inc., to fly airplanes for JALways Co., Ltd.,
not Japan Airlines Corporation.

Mr. Ventress submitted Safety Reports describing violations
against JAL and JALways for instructing pilot, Jeff Bicknell, to
fly passenger flights despite being extremely ill.  Mr. Ventress,
a Flight Engineer, warned the Japanese Captain of Bicknell's
illness prior to flights they operated for both JAL and JALways.
Bicknell had been flying with a cancerous tumor lodged in the base
of his brain and nearly crashed a commercial DC-10 aircraft with
passengers and crew, Mr. Ventress relates.

Mr. Ventress says he was retaliated against after submitting
Safety Reports of Mr. Bicknell's health, to JAL, JALways, HACS and
U.S. Federal Agencies that included the FAA.

Mr. Ventress was fired and named JAL, JALways, and HACS in a
wrongful termination lawsuit in the U. S. District Court of
Central California in December 2002 (Case No. 02-09762NM - SHX).
In July 2003, the case was transferred to the USDC of Hawaii (Case
No. 03-00451 - SPK/LEK). The case was dismissed on the grounds
that a 1953 Friendship, Commerce and Navigation Treaty allowed
Japanese companies an absolute right to employ employees covered
by the FCN Treaty without regard for U.S. Federal employment laws.

Mr. Ventress appealed in the 9th Circuit which reversed USDC
ruling for JAL and JALways and remanded the case back to Hawaii
for further proceedings that included instructions to amend the
complaint from California State Law to Hawaii State Law.

The USDC denied the Motion to amend the complaint; but instead
granted JAL and JALways summary judgment to dismiss the case, this
time under the Federal Airline Deregulation Act.  In April 2008,
Mr. Ventress filed another appeal in the 9th Circuit Court, which
is currently pending.

Mr. Ventress' employment contract with HACS incorporated an
arbitration provision that was not negotiable.  The arbitration is
being appealed as scandalous at best, because it was procured by
fraud; and too, awaits 9th Circuit determination.

Mr. Ventress requests relief from the automatic stay so that it
may proceed by whatever means are appropriate and consistent with
the 9th Circuit schedule to have those issues and claims
determined.

Mr. Ventress asserts that the Debtor's bankruptcy petition should
not stop the long overdue decision by the 9th Circuit in a lawsuit
that involves multiple parties and the Bankruptcy Court should be
so inclined as to allow the lawsuit to go forward, considering
JALways and HACS, currently in business, have not filed a petition
for bankruptcy, neither named as Debtors in the Chapter 15 case.

                Foreign Representative Objects

Eiji Katayama, the foreign representative of the Debtors, objects
to the Lift Stay Motion.

The Foreign Representative says he intends to resolve the Lift
Stay Motion amicably with Mr. Ventress and has been in contact
with him in the days subsequent to receipt of the Lift Stay Motion
to attempt to reach a mutual resolution.  However, out of an
abundance of caution, the Foreign Representative files an
Objection to preserve any rights it may have with respect to the
Lift Stay Motion.

                        About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

                          *     *     *

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.

(http://bankrupt.com/newsstand/or 215/945-7000)


JAPAN AIRLINES: US Court Recognizes Tokyo Case as Main Proceeding
-----------------------------------------------------------------
Judge James M. Peck of the United States Bankruptcy Court for the
Southern District of New York issued an order on February 17,
2010, recognizing the proceedings of Japan Airlines Corporation,
Japan Airlines International Co., Ltd., and JAL Capital Co., Ltd.,
in the Tokyo District Court as foreign main proceedings pursuant
to Sections 1517(a) and 1517(b)(1) of the U.S. Bankruptcy Code.

Judge Peck held that all provisions of Section 1520 of the
U.S. Bankruptcy Code apply in the Chapter 15 cases, including the
stay under Section 362 and the provisions of Section 363
throughout the duration of the Chapter 15 cases or until otherwise
ordered by the U.S. Court.

Pursuant to Section 1520 of the U.S. Bankruptcy Code, the Japan
Proceeding will be given its full force and effect, and, among
other things:

  (a) the protections of Sections 361 and 362 of the U.S.
      Bankruptcy Code apply with respect to the Debtors and the
      property of the Debtors in the territorial jurisdiction of
      the United States;

  (b) all persons and entities are enjoined from seizing,
      attaching or enforcing or executing liens or judgments
      against the Debtors' property in the United States or from
      transferring, encumbering or otherwise disposing of or
      interfering with the Debtors' assets or agreements in the
      United States without the express consent of the Foreign
      Representative; and

  (c) all persons and entities are enjoined from commencing or
      continuing, including the issuance or employment of
      process of, any judicial, administrative or any other
      action or proceeding involving or against the Debtors or
      their assets or proceeds thereof that are located in the
      United States, or to recover a claim or enforce any
      judicial, quasi-judicial, regulatory, administrative or
      other judgment, assessment, order, lien or arbitration
      award against the Debtors or their assets or proceeds
      thereof that are located in the United States.

Notwithstanding anything to the contrary to the provisions of
Section 1520, any party may move the U.S. Court for relief from
those restrictions for good cause shown.

The U.S. Court recognized Eiji Katayama, Esq., at Abe, Ikubo &
Katayama, as "foreign representative" as defined in Section
101(24) of the Bankruptcy Code.  The Debtors will be entitled to
the full protections and rights enumerated under Section
1521(a)(4) and (5) of the Bankruptcy Code.  The Foreign
Representative:

  (a) is entrusted with the administration or realization of all
      or part of the Debtors' assets located in the United
      States; and

  (b) has the right and power to examine witnesses, take
      evidence or deliver information concerning the Debtors'
      assets, affairs, rights, obligations, or liabilities.

The Foreign Representative is established as the representative of
the Debtors with full authority to administer the Debtors' assets
and affairs in the United States, including making payments on
account of the Debtors' prepetition and postpetition obligations.

The banks and financial institutions with which the Debtors
maintain bank accounts or on which checks are drawn or electronic
payment requests made in payment of prepetition or postpetition
obligations are authorized and directed to continue to service and
administer the Debtors' bank accounts without interruption and in
the ordinary course and to receive, process, honor and pay any
checks, drafts, wires and automatic clearing house transfers
issued, whether before or after the Petition Date and drawn on the
Debtors' bank accounts by respective holders and makers thereof
and at the direction of the Foreign Representative or the Debtors,
as the case may be.

The Foreign Representative having confirmed that it has elected in
accordance with applicable Japanese insolvency law to assume,
accept, validate and perform the Debtors' obligations under the
Debtors' interline agreements and clearinghouse agreements and
billing and settlement agreements administered by the
International Air Transport Association (IATA), the IATA Clearing
House, Airlines Clearing House, Inc. and Universal Air Travel
Plan, Inc. -- Industry Agreements -- the Debtors and the Foreign
Representative, as the case may be, are authorized to perform in
accordance with the Industry Agreements, including (a) to honor
and pay outstanding prepetition and postpetition claims arising in
the ordinary course of business under the Industry Agreements, and
(b) to process customary payments and transfers and to honor
customary transfer requests made by Debtors and other participants
pursuant to the Industry Agreements.

Notwithstanding anything, the provisions of Sections 362 and 1520
of the U.S. Bankruptcy Code are modified, nunc pro tunc to
January 19, 2010, solely to the extent necessary to permit
performance of, and under, the Industry Agreements by the Debtors
and other parties to the agreements and by financial institutions
involved in implementing the agreements.

A full-text copy of the Recognition Order is available for free
at http://bankrupt.com/misc/JAL_OrdRecognitionMO.pdf

                        About Japan Airlines

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

                          *     *     *

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.

(http://bankrupt.com/newsstand/or 215/945-7000)


JERRY KAPLAN: Case Summary & 7 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jerry M. Kaplan
        164 Eileen Drive
        Cedar Grove, NJ 07009

Bankruptcy Case No.: 10-15102

Chapter 11 Petition Date: February 23, 2010

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

Debtor's Counsel: Richard D. Trenk, Esq.
                  Trenk, DiPasquale, Webster,
                  Della Fera & Sodono, P.C.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Email: rtrenk@trenklawfirm.com

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

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

According to the schedules, the Company has assets of $2,017,290,
and total debts of $1,159,688.

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

              http://bankrupt.com/misc/njb10-15102.pdf

The petition was signed by Mr. Kaplan.


K&S CAFETERIA: Files for Chapter 11 Bankruptcy
----------------------------------------------
Jeff Drew at Triangle Business Journal reports that K&S Cafeteria
at Tower Inc. filed for Chapter 11 bankruptcy, listing assets of
less than $50,000 and debts of between $1 million and $10 million.

The Company owes $204,175 in unsecured claims to Wachovia, now
part of Wells Fargo & Co., and $50,000 in loaned money to William
W. Terry.  The Company's landlord Martin Properties is seeking
about $116,000 in unpaid rent.

K&S Cafeteria at Tower Inc. owns and operates chains of
cafeterias.


LANDAMERICA FIN'L: Court Approves Final Fee Applications
--------------------------------------------------------
Judge Heunnekens approved the final fee applications of these
professionals retained in LandAmerica Financial Group's bankruptcy
cases:

A. Debtors' Professionals

Professional            Period         Fees       Expenses
------------           ---------    ----------    --------
McGuireWoods LLP       11/26/08-      $331,478      $3,923
                        12/06/09

Deloitte Tax LLP       03/23/09-    $1,019,030     $18,840
                        12/04/09

Williams, Mullen,      11/26/08-      $403,305      $4,749
Clark & Dobbins, P.C.  12/06/09

Sandler O'Neil &       11/26/08-             -      $5,688
Partners L.P.          12/06/09

B. Official Committee of Unsecured Creditors' Professionals

Professional            Period          Fees      Expenses
------------           --------      ---------    --------
Bingham McCutchen LLP  12/03/08-    $6,721,107     $223,231
                        12/06/09

Alvarez & Marsal       09/01/09-      $300,455      $7,681
North America, LLC     12/06/09
and Alvarez &
Marsal Dispute
Analysis & Forensic
Services, LLC

The LandAmerica Financial Group, Inc, Liquidation Trustee is
authorized and directed to pay to Bingham $60,279 as allowance
and reimbursement of the firm's fees and expenses incurred during
the "Gap Period" as a substantial contribution to the Debtors'
estates.  The Gap Period refers to the period from November 26,
2008, through December 2, 2008

The hearing with respect to the portion of McGuireWoods' Final
Application that relates solely to fees for services performed
and expenses incurred on behalf of LandAmerica 1031 Exchange
Services, Inc., will be held March 2, 2010, at 10:00 a.m. Eastern
Time.

          LeClairRyan Files Supplemental Application

In a supplemental request, LeClairRyan asks the Court to award it
$30,218 for fees and expenses incurred from the period from
November 26, 2008 to December 2, 2008, known as the "Gap Period,"
as a substantial contribution to the Debtors' estates.

LeClairRyan avers that during the Gap Period, it was instrumental
in affording a voice to the unsecured creditors in connection
with an objection to LFG's Sale Motion of its primary title
insurance underwriting subsidiaries Commonwealth Land Title
Insurance Company, Lawyers Title Insurance Corporation, and
United Capital Title Insurance Company.

                    About LandAmerica Financial

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

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

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

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

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

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


LANDAMERICA FIN'L: Court Confirms OneStop'S Chapter 11 Plan
-----------------------------------------------------------
Judge Kevin Huennekens of the United States Bankruptcy Court for
the Eastern District of Virginia confirmed the Joint Chapter 11
Plan of LandAmerica Financial Group, Inc., and its affiliated
debtors with respect to Debtor LandAmerica OneStop, Inc., at a
hearing held last February 9, 2010.

Judge Huennekens formally signed the Confirmation Order on
February 16, 2010.

Any objections or responses to confirmation of the Plan that (a)
have not been withdrawn, waived or settled prior to the entry of
the OneStop Confirmation Order, or (b) are not cured by the
relief granted under the OneStop Confirmation Order are overruled
in their entirety and on their merits, the Court ruled.  All
withdrawn objections or responses are deemed withdrawn with
prejudice, the Court held.

Upon review, the Court held that the Plan complied with the
confirmation requirements of Section 1129(a) of the Bankruptcy
Code as to OneStop.

The Court further held that the Plan satisfies the requirements
of Section 1129(d) because no party-in-interest including, but
not limited to, any Governmental Unit, has requested that the
Court deny confirmation of the Plan on grounds that the principal
purpose of the Plan is the avoidance of taxes or the avoidance of
the application of Section 5 of the Securities Act of 1933.

                        Claims Bar Dates

The Confirmation Order provides that a holder of an
Administrative Expense Claim against OneStop must file with the
Bankruptcy Court and serve on: (a) OneStop or the Post-Effective
Date Entity, as applicable; (b) the SD Trustee; and (c) the
Claims Agent, proof of the Administrative Expense Claim within 30
days after the Effective Date.

Any professional seeking allowance by the Bankruptcy Court of a
Fee Claim in relation to the bankruptcy case of OneStop will file
its final application for allowance of compensation for services
rendered and reimbursement of expenses incurred prior to the
Effective Date no later than 40 days after the Effective Date.

Failure to file and serve final fee applications and
Administrative Expense Claims timely and properly will result in
the Fee Claim being forever barred and disallowed.

In a memorandum issued by the Court, Judge Huennekens noted that
the Confirmation Order with respect to OneStop and the Chapter 11
Closing Procedures for the Eastern District of Virginia outlines
the steps to be followed in Chapter 11 cases in which substantial
consummation has been completed.  Procedures may be found on the
Court's web site at http://www.vaeb.uscourts.gov According to
the Court, the Office of the United States Trustee will ensure
compliance with those procedures and monitor the filing of the
final report.

A full-text copy of the OneStop Confirmation Order is available
for free at http://bankrupt.com/misc/OneStop_ConfOrd.pdf

                    About LandAmerica Financial

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

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

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

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

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

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


LANDAMERICA FIN'L: Trustee Wants More Time to Object to Claims
--------------------------------------------------------------
By this motion, Bruce H. Matson, Trustee for the LandAmerica
Financial Group, Inc. Liquidation Trust, asks the Court to extend
the bar date for filing objections to claims set forth in the
Confirmed Joint Chapter 11 Plan of LandAmerica Financial Group,
Inc. and its debtors affiliates, as to all Debtors other than
LandAmerica OneStop Inc., for 180 days from April 6, 2010 to
October 4, 2010.

The LFG Trustee expects to be able to conclude his review of the
asserted Claims against the Debtors and file objections to them
before October 4.  However, out of an abundance of caution, the
LFG Trustee seeks that his request be entered without prejudice
to his right to seek further extensions of the Claims Objection
Deadline.

The Debtors relate that as of February 16, 2010, they have
objected to approximately 1,787 claims in order to accomplish the
goals and objectives of their Chapter 11 Plan.

Pursuant to the Plan and the Confirmation Order, the task of
determining and resolving claims has been assigned to the LFG
Trustee as of the Plan Effective Date.  The Debtors aver that
their counsel continue to assist the LFG Trustee in filing
various individual objections to claims.

The LFG Trustee expects that once the orders resolving certain
claims have been entered, he will have resolved close to 2,118
claims.

Martha E. Hulley, Esq., at LeClairRyan, in Richmond, Virginia,
relates that analysis of claims by the LFG Trustee, together with
Zolfo Cooper, LLC, and counsel for the Debtors, is continuing.
The LFG Trustee in the future anticipates filing objections or
resolving the remaining claims before October 4, 2010.

The LFG Trustee says he has settled and resolved several
individual claims for which stipulations will soon be filed in
Court.  He adds that he is also attempting to resolve various
complex litigation claims, which require more time to resolve
than permitted through normal omnibus claims procedures.

Ms. Hulley assures the Court that the LFG Trustee is making
substantial progress of his review and reconciliation of the
filed claims.

The Court will convene a hearing on March 18, 2010, at 2:00 p.m.
Eastern Time, to consider the LFG Trustee's request.  Objections
are due no later than March 11, 2010.

                    About LandAmerica Financial

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

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

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

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

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

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


LEAP WIRELESS: Cricket Has Joint Venture Deal with Pocket Comms
---------------------------------------------------------------
Cricket Communications, Inc., a wholly owned subsidiary of Leap
Wireless International, Inc., on February 22, 2010, entered into
an asset purchase and contribution agreement with various entities
doing business as Pocket Communications.

Cricket and Pocket agreed to contribute substantially all of their
wireless spectrum and operating assets in South Texas to a joint
venture controlled by Cricket.  Cricket will own 76% of the joint
venture and Pocket will own 24%.  Immediately prior to the closing
Cricket will purchase specified assets from Pocket for
approximately $38 million in cash, which assets will also be
contributed to the joint venture.

At the closing, the joint venture will be a "Restricted
Subsidiary" under the indentures governing Cricket's senior
secured and unsecured notes, but will not guarantee such notes or
grant a security interest in favor of Cricket's collateral trustee
and secured bondholders.

The wireless spectrum to be contributed by Cricket to the joint
venture comprises 20 MHz of spectrum in the basic trading area of
San Antonio, TX, 10 MHz of spectrum in the basic trading area of
McAllen, TX, 10 MHz of spectrum in the basic economic area of
McAllen-Edinburg-Mission, TX, 10 MHz of spectrum in each of the
basic trading area and basic economic area of Corpus Christi, TX,
10 MHz of spectrum in each of the cellular market area and basic
trading area of Laredo, TX, 10 MHz of spectrum in the basic
trading area of Brownsville-Harlingen, TX and 10 MHz of spectrum
in the basic trading area of Brownwood, TX.

The wireless spectrum to be contributed by Pocket to the joint
venture comprises 10 MHz of spectrum in each of these basic
trading areas: Brownwood, TX, McAllen, TX, San Antonio, TX,
Brownsville-Harlingen, TX and Laredo, TX. Pocket will also
contribute its spectrum lease for 10 MHz of spectrum in the basic
trading area of Corpus Christi, TX.

Under the limited liability company agreement that will govern the
joint venture after the closing, Pocket will have the right to put
all of its membership interests in the joint venture to Cricket at
any time after the earliest of 3-1/2 years after the closing, the
date of launch by Cricket of a competing wireless business in
designated South Texas markets and the liquidation of the joint
venture.  Cricket will have the right to call all of Pocket's
membership interests in the joint venture at any time after the
earliest of 3-1/2 years after the closing, the date of launch by
Cricket of a competing wireless business in designated South Texas
markets (to be no earlier than 2-1/2 years after the closing) and
the withholding by Pocket of consent to certain specified matters
for which it has a consent right under the LLC Agreement.  In
addition, in the event that a change of control of Leap (or
similar transaction) is consummated, Pocket is obligated to sell
to Cricket all of its membership interests in the joint venture.
The LLC Agreement also contains customary right of first refusal,
drag-along and tag-along rights.

The purchase price for Pocket's membership interests in any such
put, call or mandatory buyout will be calculated as the fair
market value of the joint venture multiplied by 24.25%, less all
distributions made by the joint venture to Pocket (other than for
taxes) plus an 8% return on such distributions (compounded
annually).  The fair market value of the joint venture will be
calculated as total revenues of the joint venture multiplied by a
Leap enterprise value multiple of total revenues, subject to
certain adjustments (and, with respect to a put in liquidation,
will be capped at the joint venture's members' equity).  The
purchase price will be payable in cash, restricted shares of Leap
common stock or a combination thereof, subject to certain
restrictions, provided that at least $25 million of the purchase
price (or the full purchase price, if less) will be payable in
cash unless such payment would constitute or cause a default under
Cricket's debt instruments.

The operations of the joint venture will be funded primarily from
cash generated from operations of the joint venture.  Cricket, as
sole manager of the joint venture, is also authorized to make
capital calls from time to time in such amounts as it deems
appropriate or desirable, and may elect to make one or more
unsecured loans to the joint venture (but Cricket will not be
entitled to lodge a creditor claim in liquidation for more than
$60 million with respect to any such loans).  The joint venture
may also obtain additional debt financing if Cricket deems such
financing to be appropriate or desirable to fund the capital
requirements of the joint venture.

In addition to quarterly distributions for taxes, the joint
venture will make cash distributions to its members on a pro rata
basis at such times and in such amounts as Cricket, as sole
manager, may determine.  In addition, in the event of a partial
closing of a Pocket put or mandatory buyout, the joint venture
will be required to make quarterly distributions to its members on
a pro rata basis thereafter in an amount that would result in
Pocket receiving the lesser of the balance of the purchase price
and Pocket's pro rata share of the joint venture's excess cash. In
the event that Pocket so receives the balance of the purchase
price, then Pocket's remaining membership interests in the joint
venture will be automatically cancelled.

At the closing, the joint venture will also enter into a loan and
security agreement with Pocket pursuant to which, commencing 18
months after the closing, the joint venture will make loans to
Pocket in an aggregate principal amount of up to $30 million (or,
if lesser, the then-applicable purchase price (whether or not a
put, call or mandatory buyout has been triggered) or the joint
venture's excess cash).  The loans will bear interest at 8% per
annum (compounded annually), and will mature on the tenth
anniversary of the closing date.  Cricket will have the right to
set off all outstanding principal and interest under this loan
facility against the payment of the purchase price in the event of
a put, call or mandatory buyout.

The closing of the transactions is subject to customary closing
conditions, including the consent of the FCC.

                           About Leap

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarily
into rural markets.  It has customers in 34 states and annual
sales around $2.3 billion, making it the seventh-largest wireless
carrier in the U.S., according to The Wall Street Journal.

As of September 30, 2009, Leap had $5.36 billion in total assets,
including $222.9 million in cash and cash equivalents, against
total liabilities of $3.55 billion and redeemable noncontrolling
interests of $75.7 million, resulting in $1.74 billion in
stockholders' equity.

                          *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the "B-" long-term corporate credit rating and
"B+" secured bank loan rating on subsidiary Cricket Communications
Inc.


LEAP WIRELESS: FMR, Fidelity Hold 9.878% of Common Stock
--------------------------------------------------------
FMR LLC and Edward C. Johnson 3d disclosed that they may be deemed
to beneficially own 7,699,250 shares or roughly 9.878% of the
common stock of Leap Wireless International, Inc.

Fidelity Management & Research Company, a wholly owned subsidiary
of FMR LLC, is the beneficial owner of 7,459,788 shares or 9.570%
of Leap Common Stock as a result of acting as investment adviser
to various investment companies registered under Section 8 of the
Investment Company Act of 1940.  The number of shares of Common
Stock of LEAP WIRELESS INTL INC owned by the investment companies
at December 31, 2009 included 303,738 shares of Common Stock
resulting from the assumed conversion of $28,310,000 principal
amount of LEAP WIRELESS CONV 4.5% 7/14 (10.729 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 7,459,788
shares owned by the Funds.

                           About Leap

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarily
into rural markets.  It has customers in 34 states and annual
sales around $2.3 billion, making it the seventh-largest wireless
carrier in the U.S., according to The Wall Street Journal.

As of September 30, 2009, Leap had $5.36 billion in total assets,
including $222.9 million in cash and cash equivalents, against
total liabilities of $3.55 billion and redeemable noncontrolling
interests of $75.7 million, resulting in $1.74 billion in
stockholders' equity.

                          *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the "B-" long-term corporate credit rating and
"B+" secured bank loan rating on subsidiary Cricket Communications
Inc.


LEAP WIRELESS: Goldman Sachs Cuts Stake to 0.1% From 7.4%
---------------------------------------------------------
The Goldman Sachs Group, Inc., and Goldman, Sachs & Co. disclosed
that as of January 29, 2010, they may be deemed to beneficially
own 107,929 shares or roughly 0.1% of Leap Wireless International,
Inc. common stock.

As of December 31, 2009, Goldman held 5,732,674 or 7.4% of Leap
shares.

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarily
into rural markets.  It has customers in 34 states and annual
sales around $2.3 billion, making it the seventh-largest wireless
carrier in the U.S., according to The Wall Street Journal.

As of September 30, 2009, Leap had $5.36 billion in total assets,
including $222.9 million in cash and cash equivalents, against
total liabilities of $3.55 billion and redeemable noncontrolling
interests of $75.7 million, resulting in $1.74 billion in
stockholders' equity.

                          *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the "B-" long-term corporate credit rating and
"B+" secured bank loan rating on subsidiary Cricket Communications
Inc.


LEAP WIRELESS: Wellington Management Holds 5.47% of Common Stock
----------------------------------------------------------------
Wellington Management Company, LLP, said that, in its capacity as
investment adviser, it may be deemed as of December 31, 2009, to
beneficially own 4,242,590 shares or roughly 5.47% of Leap
Wireless International, Inc. common stock.  The shares are held of
record by clients of Wellington Management.

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarily
into rural markets.  It has customers in 34 states and annual
sales around $2.3 billion, making it the seventh-largest wireless
carrier in the U.S., according to The Wall Street Journal.

As of September 30, 2009, Leap had $5.36 billion in total assets,
including $222.9 million in cash and cash equivalents, against
total liabilities of $3.55 billion and redeemable noncontrolling
interests of $75.7 million, resulting in $1.74 billion in
stockholders' equity.

                          *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the "B-" long-term corporate credit rating and
"B+" secured bank loan rating on subsidiary Cricket Communications
Inc.


LEARNING CARE: Moody's Assigns 'B2' Rating on $265 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to $265 million of
proposed senior secured notes of Learning Care Group (US) No. 2
Inc. and affirmed all other credit ratings.  The rating outlook
remains negative.

The proceeds from the offering are expected to be used to repay
existing indebtedness, pay related fees and expenses, and modestly
increase balance sheet cash.  LCG also expects to enter into a
$40 million amended revolving credit facility that provides for
greater headroom under financial covenants.  Absent a refinancing
or an amendment, the company is unlikely to comply with financial
covenants in existing debt agreements during calendar 2010.  The
failure to complete the proposed refinancing and/or obtain an
amendment to existing debt agreements could lead to ratings
downgrade.  Completion of the proposed refinancing and revolver
amendment would result in an improved liquidity profile with
modest projected covenant headroom during 2010.

The B3 Corporate Family Rating is constrained by interest coverage
and free cash flow metrics that are weak for the rating category
and declining revenues and profitability during 2009.  The high
level of job losses in the US over the last 12 to 18 months has
led to sharply lower enrollments at company centers.  Given the
likelihood of a slow improvement in the unemployment rate, Moody's
expects enrollment trends to remain weak during the 2010 calendar
year.  However, Moody's expects year over year comparable center
revenue declines to moderate during 2010.  The ratings are
supported by a large geographically diverse property base within
the US, significant improvements to the cost structure, a track
record of price increases at company centers, and an improved
liquidity profile pro forma for the completion of the proposed
refinancing.

The negative outlook anticipates a moderate decline in
profitability during calendar 2010, with year over year enrollment
declines partially offset by price increases and the benefit of
cost saving initiatives.

Moody's took these rating actions:

  -- Assigned $265 million 5 year senior secured notes B2 (LGD 3,
     37%)

  -- Affirmed $40 million senior secured revolving credit facility
     due 2013, Ba3 (LGD 2, 24%)

  -- Affirmed $175 million senior secured term loan B due 2015,
     Ba3 (LGD 2, 24%)

  -- Affirmed Corporate Family Rating, B3

  -- Affirmed Probability of Default Rating, B3

The ratings on the term loan and revolver are expected to be
withdrawn upon the closing of the refinancing.

The last rating action on LCG was on April 9, 2009, when Moody's
downgraded the Corporate Family Rating to B3 from B2 and changed
the outlook to negative.

Learning Care Group (US) No. 2 Inc., based in Novi, Michigan, is
the second largest provider of for-profit child care and early
education services in the United States, including outside school
hours care.  LCG reported revenues of approximately $795 million
in the twelve months ended September 30, 2009.  Morgan Stanley
Private Equity owns 60% of LCG's parent holding company, with the
remaining 40% owned by A.B.C. Learning Centres Limited.


LEARNING CARE: S&P Affirms 'CCC+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Rating Services said it affirmed its 'CCC+'
corporate credit rating on Learning Care Group (US) Inc.  The
rating outlook is negative.

Novi, Michigan-based Learning Care Group is the second-largest
player in the fragmented U.S. institutional childcare industry.
Pro forma total debt was $312 million as of Dec. 31, 2009.

Standard & Poor's also assigned subsidiary Learning Care Group
(US) No. 2 Inc.'s proposed 144A issuance of $265 million senior
secured notes due 2015 S&P's issue-level rating of 'CCC+' (at the
same level as the corporate credit rating on the parent company).
S&P also assigned the proposed notes a recovery rating of '4',
indicating its expectation of average (30%-50%) recovery for
noteholders in the event of a payment default.

In conjunction with this transaction, the company is seeking to
amend its $40 million revolving credit facility, which would
loosen near-term covenants.  S&P assigned its issue-level and
recovery ratings to Learning Care Group (US) No. 2's proposed
amended and restated $40 million revolving credit facility due
2013.  S&P assigned the facility an issue-level rating of 'B' (two
notches higher than the 'CCC+' corporate credit rating on the
company), with a recovery rating of '1', indicating its
expectation of very high (90%-100%) recovery for lenders in the
event of a payment default.

The company plans to use proceeds of the notes to refinance its
existing indebtedness, except capital lease obligations, and add
$17.8 million to cash balances.

"The ratings reflect the risk surrounding the company's need to
complete the transaction to avoid a likely near-term covenant
default," said Standard & Poor's credit analyst Hal F. Diamond.
Learning Care had 4.09x leverage as of Dec. 31, 2009, based on its
credit agreement calculation, representing a thin margin of
compliance with its 4.30x total debt leverage covenant.

"S&P view the company as unlikely to be able to remain in
compliance with existing financial covenants, given step-downs to
4.0x at March 31, 2010 and to 3.7x at June 30, 2010," added Mr.
Diamond, "unless it can either complete the proposed refinancing
or obtain an amendment or waiver.  The refinancing, in S&P's view,
only forestalls liquidity difficulties."  If the financing is
completed, S&P would still be concerned about the company's high
debt leverage, weakening operating performance, and limited
liquidity.


LEHMAN BROTHERS: Hong Kong Agency Probing 1,056 Remaining Cases
---------------------------------------------------------------
The Hong Kong Monetary Authority (HKMA) announced that up to 11
February 2010, there were 12,923 complaint cases concerning
Lehman-Brothers-related investment products which have been
resolved by a settlement agreement reached under section 201 of
the Securities and Futures Ordinance and 819 cases through the
enhanced complaint-handling procedures required by the settlement
agreement.  Together with the 2,812 cases closed because
insufficient prima facie evidence of misconduct was found after
assessment or no sufficient grounds and evidence were found after
investigation, the handling of 16,554 complaints received have now
been completed.

Currently, 1,056 Lehman-Brothers-related complaint cases
(including minibond cases) are under disciplinary consideration
after detailed investigation by the HKMA.  Proposed disciplinary
notices are being prepared in respect of 757 such cases and
proposed disciplinary notices or decision notices have been
issued in respect of another 299 cases.  Adding these 1,056 cases
to those the handling of which has already been completed,
investigation work has finished for 81% of complaint cases
received.

                        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: LB Preferred Somerset's Schedules & Statement
--------------------------------------------------------------
A.     Real Property                                        $0
B.     Personal Property                                    $0

      TOTAL SCHEDULED ASSETS                                $0
      ========================================================

C.   Property Claimed as Exempt                 Not applicable
D.   Secured Claim                                          $0
E.   Unsecured Priority Claims                              $0
F.   Unsecured Non-priority Claims
      PAMI LLC                                      $9,656,919
      Richards Layton & Finger                         $63,691
      Somerset Associates, LLC                      $2,584,200

      TOTAL SCHEDULED LIABILITIES                  $12,304,810
      ========================================================

                 Statement of Financial Affairs

LB Preferred Somerset LLC informed the U.S. Bankruptcy Court for
the Southern District of New York that it received $465,163 from
mandatory preferred return payments in 2008.

The company also disclosed that that it generated losses from
operations other than from the operation of its business within
two years prior to its bankruptcy filing:

  Source                                   Amount
  ------                                -----------
  2009 Write down of investment loss    ($8,544,659)
  2008 Write down of investment loss    ($3,690,898)

LB Preferred is a party to a lawsuit filed by Falls of Neuse,
Investments LLC, which seeks to compel funding of preferred
capital and eliminate rights to participate in management of
company.  The case was stayed following the company's bankruptcy
filing.

LB Preferred disclosed that these bookkeepers and accountants
kept or supervised the keeping of its books of account and
records:

Personnel                             Dates Services Rendered
---------                             -----------------------
TriMont Real Estate Advisors Inc.        07/09/07 - present

Jeffrey Fitts                            09/15/08 - present

TriMont and Mr. Fitts were also in possession of the books of
account and records of the company at the time of its bankruptcy
filing, according to LB Preferred.

                        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: LB Somerset LLC Files Schedules & Statement
------------------------------------------------------------
A.     Real Property                                        $0
B.     Personal Property                                    $0

      TOTAL SCHEDULED ASSETS                                $0
      ========================================================

C.   Property Claimed as Exempt                  Not applicable
D.   Secured Claim                                          $0
E.   Unsecured Priority Claims                              $0
F.   Unsecured Non-priority Claims
      Clyde Click P.C.                                 $26,098
      PAMI LLC                                      $7,467,932

      TOTAL SCHEDULED LIABILITIES                   $7,494,031
      ========================================================

                  Statement of Financial Affairs

LB Somerset LLC informed the U.S. Bankruptcy Court for the
Southern District of New York that it generated income other than
from the operation of its business within two years prior to its
bankruptcy filing:

  Source                                   Amount
  ------                                -----------
  2008 Write down of investment loss    ($7,352,181)
  2007 Write down of investment loss       ($67,754)

LB Somerset is a party to a lawsuit filed by Falls of Neuse,
Investments LLC, which seeks to compel funding of preferred
capital and eliminate rights to participate in management of
company.  The case was stayed as a result of LB Somerset's
bankruptcy filing.

LB Somerset disclosed that these bookkeepers and accountants kept
or supervised the keeping of its books of account and records:

Personnel                             Dates Services Rendered
---------                             -----------------------
TriMont Real Estate Advisors Inc.        07/09/07 - present

Jeffrey Fitts                            09/15/08 - present

TriMont and Mr. Fitts were also in possession of the books of
account and records of LB Somerset at the time of its bankruptcy
filing.

                        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: Norton Rose Chages $1.1MM for June-Sept. Work
--------------------------------------------------------------
Professionals hired in Lehman Brothers, Inc.'s Securities
Investor Protection Act liquidation, filed interim applications
for allowance and payment of their fees and expenses:

Professional             Period         Fees         Expenses
------------             ------         ----         --------
Norton Rose LLP         06/01/09-    $1,103,416       $39,096
                         09/23/09

Steinmetz, Haring,      07/13/09-        64,912        15,288
Gurman & Co.            12/31/09

Norton Rose is the United Kingdom counsel for James W. Giddens,
the trustee for the SIPA liquidation of LBI.  Steinmetz Haring is
special Israeli counsel to the SIPA Trustee.

                        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)


LOONEY RICKS KISS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Looney Ricks Kiss Architects, Inc.
          fdba Looney Ricks Kiss, Inc.
        175 Toyota Plaza, Suite 600
        Memphis, TN 38103

Bankruptcy Case No.: 10-22034

Chapter 11 Petition Date: February 23, 2010

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

Judge: Jennie D. Latta

Debtor's Counsel: John L. Ryder, Esq.
                  One Commerce Square, Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455
                  Email: jryder@harrisshelton.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 $3,117,189,
and total debts of $4,200,925.

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/tnwb10-22034.pdf

The petition was signed by H. Frank Ricks Jr., president of the
Company.


MAGNA ENTERTAINMENT: Pimlico/Laurel Auction Moved to March 25
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Magna Entertainment
Corp. has postponed until March 25 the auction for its Pimlico and
Laurel Park racetracks in Maryland.  This is the fourth time the
auction has been adjourned.  The Company previously said there
were six potential bidders, although none was sufficiently
attractive to warrant signing a contract.

                    About Magna Entertainment

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

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

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

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

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


MAGNA ENTERTAINMENT: Disclosure Statement Hearing on March 23
-------------------------------------------------------------
Magna Entertainment Corp. and its units will seek approval on
March 23 of the disclosure statement explaining their proposed
plan of reorganization.

Magna Entertainment will be able to commence soliciting votes on,
then seek confirmation of the Plan, following approval of the
Disclosure Statement.

MI Developments Inc. and the Official Committee of Unsecured
Creditors of MEC serve as co-proponents of the Plan.

The backbone of the Plan is a settlement of the lawsuit commenced
by the Creditors Committee against, among others, MID and MEC. The
Creditors Committee had commenced an adversary proceeding against
MID Islandi sf., the Debtors' largest prepetition secured lender,
MI Developments Inc., Magna Entertainment's controlling
shareholder, and certain other third party defendants asserting,
among other things, claims of fraudulent transfer, equitable
subordination, recharacterization and breaches of fiduciary duty.

To implement the settlement in principle of the Committee
Litigation, the parties have agreed to, among other things, these
terms and conditions:

   * The Creditors Committee has agreed to dismiss the Committee
     Litigation, with prejudice, on the Effective Date.  MID has
     agreed that it or MI Developments US Financing Inc. ("MID
     Transferee") will pay (a) $75,000,000 for distribution of the
     Creditor Cash to holders of Allowed Non-MJC General Unsecured
     Claims, (b) cash in an amount necessary to satisfy, in full,
     Allowed Administrative Expense Claims, Allowed Priority Tax
     Claims, Allowed Priority Non-Tax Claims, the Allowed PNC
     Claim and Allowed MJC Claims, on the terms and subject to the
     conditions set forth in the Plan and (c) $1,500,000 for
     payment of certain fees and expenses of the Creditors
     Committee's professionals and certain members of the
     Creditors Committee incurred in connection with the Committee
     Litigation.

   * In full satisfaction and release of all of its Claims against
     the Debtors, the Debtors, the Creditors Committee and MID
     agree that on the Effective Date:

     -- MID Transferee will receive net sale proceeds received
        from the sale of Lone Star Park, if any, in excess of the
        first $20,000,000 or, in the event that the sale of Lone
        Star Park has not been consummated as of the Effective
        Date, the LSP Trust Interests entitling it to receive its
        share of the Lone Star Park sale proceeds;

     -- MID Transferee shall receive the first $20,000,000 of net
        sale proceeds received from the sale of Maryland Jockey
        Club or its assets, in whole or in part, and 50% of any
        sales proceeds in excess of the first $20,000,000, after
        full satisfaction, settlement, release and discharge of
        all MJC Claims and the PNC Claim, or, in the event that
        the sale of Maryland Jockey Club or its assets, in whole
        or in part, has not been consummated as of the Effective
        Date, the MJC Trust Interests entitling it to receive its
        share of the Maryland Jockey Club sale proceeds;

     -- MID Transferee will receive the first $20,000,000 of net
        sale proceeds received from the sale of Thistledown or, in
        the event that the sale of Thistledown has not been
        consummated as of the Effective Date, the Thistledown
        Trust Interests entitling it to receive its share of the
        Thistledown sale proceeds;

     -- Equity Interests in certain of the Reorganized Debtors
        will be issued to MID Transferee, and assets of certain
        Reorganized Debtors shall be transferred to MID
        Transferee, pursuant to the Plan, such that on the
        Effective Date, MID Transferee shall own the Debtors'
        racetracks known as Santa Anita Park, Golden Gate Fields,
        and Gulfstream Park, AmTote and certain other assets of
        the Debtors;

     -- The Debtors or the Reorganized Debtors shall convey to MID
        Transferee certain non-debtor assets, including the assets
        of XpressBet, Inc. and Magna Entertainment's interests in
        TrackNet Media Group LLC, HRTV, LLC, MEC Media Television
        Holdings Inc. and MEC Oregon Racing, Inc.;

     -- Any proceeds received by the Debtors or the Reorganized
        Debtors from the settlement or resolution of the PA
        Meadows Litigation shall go to MID Transferee.

    * Holders of Allowed Non-MJC General Unsecured Claims, Allowed
      8.55% Note Claims and Allowed 7.25% Note Claims will
      receive, subject to certain reductions, including a
      reduction of the KLNF Contingency Fee, their pro rata share
      of (a) the Committee Litigation Settlement Payment, (b) the
      first $20,000,000 of net sale proceeds from the sale of Lone
      Star Park or, in the event that the sale of Lone Star Park
      has not been consummated as of the Effective Date, the LSP
      Trust Interests entitling them to receive their share of the
      Lone Star Park sale proceeds; (c) net sale proceeds received
      from the sale of Thistledown, if any, in excess of the first
      $20,000,000 or, in the event that the sale of Thistledown
      has not been consummated as of the Effective Date, the
      Thistledown Trust Interests entitling them to receive their
      share of the Thistledown sale proceeds; and (d) 50% of any
      net sale proceeds in excess of the first $20,000,000
      received from the sale of Maryland Jockey Club or, in the
      event that the sale of Maryland Jockey Club or its assets,
      in whole or in part, has not been consummated as of the
      Effective Date, the MJC Trust Interests entitling them to
      receive their share of the Maryland Jockey Club net sale
      proceeds.

    * In the event that the sales of Lone Star Park, Maryland
      Jockey Club, or Thistledown or their respective assets, in
      whole or in part, have not been consummated as of the
      Effective Date, the assets and reorganized equity of each
      entity will be placed into Operating Trusts and MID
      Transferee and the holders of Allowed General Unsecured
      Claims, Allowed 8.55% Note Claims and Allowed 7.25% Note
      Claims shall receive the applicable Operating Trust
      Interests entitling them to payment of the sales proceeds
      upon consummation of the applicable sales in accordance with
      the Plan.

In addition, the Plan provides certain releases to, among others,
MID Islandi, MID, MID US Financing, and the Debtors.

The plan proponents have entered into a Support Agreement pursuant
to which, among other things, MID and the Committee agreed to
support the Plan and MEC agreed to seek approval of the Disclosure
Statement in the Bankruptcy Court on or prior to March 31 and
obtain confirmation of the Plan by the Bankruptcy Court on or
prior to April 30.  The Support Agreement may be terminated if,
among other things, the Bankruptcy Court denies confirmation of
the Plan.

With respect to the non-real estate related MEC assets that will
be transferred to MID as contemplated by the Plan, MID intends to
announce on or prior to the Confirmation Date certain forbearance
terms or funding limitations or other restrictions to be approved
by its Special Committee of the Board with respect to any future
investments by MID in, or loans to be made by MID in respect of,
such assets.

A copy of the Plan is available for free at:

   http://bankrupt.com/misc/Magna_Ch11Plan_Feb18.pdf

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

   http://bankrupt.com/misc/Magna_DiscStatement_Feb18.pdf

                    About Magna Entertainment

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

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

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

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

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


MESA AIR: Bankruptcy Cues AAR's $45 Mil. Annual Revenue Loss
------------------------------------------------------------
AAR Corp. said in a statement, dated February 9, 2010, that its
results for the third quarter ending February 28, 2010, will be
"unfavorably impacted by approximately $0.10 diluted earnings per
share" resulting from Mesa Air Group, Inc.'s January 5, 2010
Chapter 11 filing.

According to the statement, the impact "reflects the Company's
estimated loss on [prepetition] trade accounts receivables and
the reduction in the carrying value of other [contract-related]
assets."

AAR supplies parts and provides aircraft maintenance to Mesa,
canadianbusiness.com noted.  As previously reported, Mesa is
reducing its fleet of aircraft to eliminate costs.

AAR said that it expects annual sales to Mesa to drop to
$45,000,000, from the $70,000,000 before Mesa's bankruptcy
filing.

AAR Chairman and Chief Executive Officer, David P. Storch, said
in the statement that the company's defense business "remains
strong" and, after excluding Mesa's unfavorable impact, they
"expect to achieve modest sequential earnings per share
improvement in our Fiscal 2010 third quarter results."  He added
that the company expects "continued strong cash flow from
operations" in its third quarter.

                     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: Donald Smith Has 1.51% Equity Stake
---------------------------------------------
In separate amendments to their Schedules 13G filed with the
United States Securities and Exchange Commission, (i) Donald
Smith & Co., Inc., disclosed that it owns 1.51% of the shares in
Mesa Air Group, Inc. common stock; and (ii) LC Capital Master
Fund, Ltd., Lampe, Conway & Co., LLC, Steven G. Lampe, and
Richard F. Conway disclosed that they do not beneficially own any
shares of Mesa common stock as of February 12, 2010.

As of February 12, the entities have ceased to be holders of more
than 5% of the securities.

Reporting Entity                    No. Shares Owned   % Shares
----------------                    ----------------   --------
Donald Smith & Co., Inc.                   2,642,861     1.51%
LC Capital Master Fund, Ltd.                       0        0%
Lampe, Conway & Co., LLC                           0        0%
Steven G. Lampe                                    0        0%
Richard F. Conway                                  0        0%

                     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
January 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
September 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)


MICHAELS STORES: Revolving Credit Facility Extended to April 2014
-----------------------------------------------------------------
Michaels Stores Inc. entered into an Amended and Restated Credit
Agreement to amend various terms of the Company's Credit Agreement
dated as of Oct. 31, 2006, with Bank of America, N.A. as
administrative agent and collateral agent; Wells Fargo Retail
Finance LLC, as syndication agent; Deutsche Bank Securities Inc.,
JPMorgan Chase Bank, N.A. and Credit Suisse, as co-documentation
agents, General Electric Capital Corporation, UBS Securities LLC
and RBS Business Capital, as senior managing agents, Banc of
America Securities LLC, Wells Fargo Retail Finance, LLC and
Deutsche Bank Securities Inc., as joint lead arrangers, and Banc
of America Securities LLC, Wells Fargo Retail Finance, LLC,
Deutsche Bank Securities Inc., J.P. Morgan Securities Inc. and
Credit Suisse, as joint book runners.

Pursuant to the Amended Credit Agreement, the Company and the
Lenders agreed that, with respect to certain of the Lenders under
the Existing Credit Agreement, representing an aggregate amount of
$850,000,000 of the tranche A commitments and $50,000,000 of the
FILO commitments, the termination date of the asset-based
revolving credit facility under the Existing Credit Agreement
would be extended from October 31, 2011, to the earlier of:

   * April 15, 2014;

   * 45 days prior to the maturity date of any class of term loans
     in the Company's term loan credit facility; and

   * the date on which the maturity of the obligations is
     accelerated and the commitments with respect to the Extending
     Lenders are terminated due to an event of default.

$202 million of commitments of certain of the other Lenders under
the Existing Credit Agreement under the Existing Facility shall
terminate on the earlier of the Existing Maturity Date and the
date on which the maturity of the obligations is accelerated and
the commitments under the Existing Facility are terminated due to
an event of default.

Additionally, under the Amended Credit Agreement, the aggregate
amount of first in last out commitments has been reduced from
$100,000,000 to $50,000,000.  Simultaneously with entering into
the Amended Credit Agreement, the Company exercised its ability to
increase the tranche A commitments in the aggregate amount of
$152,000,000.

With respect to the Extending Lenders, the interest rates under
the Amended Credit Agreement are based on:

   * for LIBO loans for any interest period, at a rate per annum
     equal to the LIBO rate as determined by the Administrative
     Agent, for such interest period multiplied by the Statutory
     Reserve Rate, plus an applicable margin of:

     -- 3.00%, 3.25%, 3.50% or 3.75% for tranche A loans; and

     -- 5.00%, 5.25%, 5.50% or 5.75% for FILO loans, in each case
        based on Availability for the most recently ended Fiscal
        Quarter; and

   * for prime rate loans, a rate per annum equal to the highest
     of:

     -- the variable annual rate of interest then announced by
        Bank of America, N.A. at its head office as its "prime
        rate" and

     -- the federal funds rate in effect on such date plus 0.50%
        per annum; or

     -- the Adjusted LIBO Rate plus 1.00% per annum, plus an
        applicable margin of (x) 2.00%, 2.25%, 2.50% or 2.75% for
        tranche A loans and (y) 4.00%, 4.25%, 4.50% or 4.75% for
        FILO loans, in each case based on Availability for the
        most recently ended Fiscal Quarter.

With respect to the Non-Extending Lenders, the interest rates
shall be the same as those set forth under the Existing Credit
Agreement.

Under the Amended Credit Agreement, in addition to certain
customary administrative and other fees, the Loan Parties must pay
the Administrative Agent, for the account of the Extending
Lenders, an aggregate fee equal to 0.625% per annum of the average
daily balance of the Extending Lenders' unused loan commitments
during the Fiscal Quarter just ended.  The fees paid to the Non-
Extending Lenders for their unused commitments shall be the same
as those set forth in the Existing Credit Agreement

Under the Amended Credit Agreement, the Loan Parties must satisfy
a pro forma credit availability condition as follows:

   * for each of the 30 consecutive days preceding the Existing
     Termination Date and on a pro forma basis after giving effect
     to the termination or reduction of the commitments of the
     Non-Extending Lenders and the repayment of the obligations
     owed to the Non-Extending Lenders on the Existing Termination
     Date, Availability of not less than $125,000,000; and

   * on a projected pro forma basis for each of the six months
     immediately following, and after giving effect to, the
     termination or reduction of the commitments of the Non-
     Extending Lenders and repayment of the obligations owed to
     the Non-Extending Lenders on the Existing Termination Date,
     based on projections prepared by the Loan Parties at the time
     of the Existing Termination Date, Availability of not less
     than $125,000,000.

Except for the periods described in the preceding sentence, the
Loan Parties must not permit Availability at any time to be less
than the greater of:

   * $75,000,000; and

   * 10% of the lesser of (a) the then borrowing base under the
     Amended Credit Agreement or (b) a revolving credit ceiling of
     $1,102,000,000.  "Availability" under the Amended Credit
     Agreement means the lesser of (a) the Revolving Credit
     Ceiling minus the outstanding credit extensions and (b) the
     then borrowing base minus the outstanding credit extensions.

A full-text copy of the amended and restated credit agreement is
available for free at http://ResearchArchives.com/t/s?54b8

                       About Michaels Stores

Irving, Texas-based Michaels Stores, Inc., is North America's
largest specialty retailer of arts, crafts, framing, floral, wall
d,cor and seasonal merchandise for the hobbyist and do-it-yourself
home decorator.  As of November 30, 2009, the Company owns and
operates 1,027 Michaels stores in 49 states and Canada, and 152
Aaron Brothers stores.

As of October 31, 2009, the Company had $1.760 billion in total
assets against $4.619 billion in total liabilities, resulting in
$2.859 billion in stockholders' deficit.

As of October 31, 2009, the Company's cash balance was
$49 million.  Third quarter debt levels declined $272 million to
$3.911 billion compared to $4.183 billion as of the end of the
third quarter of fiscal 2008.  Availability under the revolving
credit facility was $799 million.  During the quarter, the Company
also made a $5.9 million amortization payment on its Senior
Secured Term Loan.

                           *     *     *

According to the Troubled Company Reporter on Nov. 10, 2009,
Standard & Poor's Ratings Services said it affirmed its ratings
outlook on the Irving, Texas-based-Michaels Stores Inc.  This
action comes after the company amended its senior secured credit
facility so that $1 billion of the currently outstanding
$2.285 billion now matures in 2016.  Michaels agreed to pay a
higher interest rate margin on the extended portion of the term
loan; the LIBOR margin increased to 4.5% from 2.25%.


MIDWAY GAMES: Files Chapter 11 Plan of Liquidation
--------------------------------------------------
Midway Games Inc. and its affiliates on February 23 filed a joint
Chapter 11 plan of liquidation and explanatory disclosure
statement.

The Debtors will seek approval of the adequacy of the information
in the Disclosure Statement on March 23.  Objections are due
March 16.  The Debtors will begin soliciting votes on, and then
seek confirmation of, the Plan after the Disclosure Statement is
approved.

The Plan will be funded by the proceeds previously generated from
the Debtors' ongoing operations, together with the proceeds
generated from asset sales.

The Plan will implement the settlement among members of the
Official Committee of Unsecured Creditors.  Under the settlement,
unsecured creditors with claims against Midway Games (Class 3A)
and the subsidiaries (Class 3B) will have their pro rata share of
the $34.67 million estimated "Net Distribution Value".  Holders of
claims in Class 3A aggregating $154.82 million will recover 16.5%
based on the class's share of $25.5 million of NDV.  Holders of
claims in Class 3B aggregating $36.66 million will recover 25%.
As part of the settlement, holders of NAI Subordinated Claims,
which are subordinated to the claims of noteholders in class 3A,
won't recover anything.

Equity holders won't recover anything.  Holders of secured claims
will recover cash equal to the amount of their secured claims or
will recover the collateral securing their claims.

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

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

                       About Midway Games

Headquartered in Chicago, Illinois, Midway Games Inc. (OTC Pink
Sheets: MWYGQ) -- http://www.midway.com/-- was a leading
developer and publisher of interactive entertainment software for
major videogame systems and personal computers.

The Company and nine of its affiliates filed for Chapter 11
protection on February 12, 2009 (Bankr. D. Del. Lead Case No.
09-10465).  Michael D. DeBaecke, Esq., Jason W. Staib, Esq, and
Victoria A. Guilfoyle, Esq., at Blank Rome LLP, in Wilmington,
Delaware; and Marc E. Richards, Esq., and Pamela E. Flaherty,
Esq., at Blank Rome LLP, in New York, represent the Debtors in
their restructuring efforts.  Attorneys at Milbank, Tweed, Hadley
& McCloy LLP and Richards, Layton & Finger, P.A. represent the
official committee of unsecured creditors as counsel.  Epiq
Bankruptcy Solutions, LLC, is the Debtors' claims, noticing, and
balloting agent.

On July 10, 2009, Midway and certain of its U.S. subsidiaries
completed the sale of substantially all of their assets to Warner
Bros. Entertainment Inc. in a sale approved by the Court.  The
aggregate gross purchase price is roughly $49 million, including
the assumption of certain liabilities.  Midway is disposing of its
remaining assets.

At June 30, 2009, the Debtors had $1.39 billion in total assets
and $1.59 billion in total liabilities.


MILA INC: Director Can Use D&O Policy Proceeds for Defense
----------------------------------------------------------
WestLaw reports that regardless of whether the proceeds of the
Chapter 11 debtor's directors and officers insurance policy were
property of the estate, a Washington bankruptcy court did not
abuse its discretion in granting the debtor's sole director stay
relief for "cause" so that he could use the proceeds of the
policy, a "wasting" policy which offered only "A-side" and "B-
side" coverage, to fund the costs that he incurred in defending an
adversary proceeding brought against him by the trustee.  The
director's defense losses were clear, immediate, and ongoing,
while the trustee could only show hypothetical or speculative
indemnification claims against the debtor since neither it nor the
estate had paid anything to the director and no other actions had
been filed against other of the debtor's officers.  In addition,
the Bankruptcy Appellate Panel found, the likelihood that the
director would exhaust the $1 million policy with his defense
costs appeared to be remote.  In re Mila, Inc., --- B.R. ----,
2010 WL 455328, 10 Cal. Daily Op. Serv. 1903 (9th Cir. BAP).

As related in the Troubled Company Reporter on Oct. 9, 2008,
Geoffrey Groshong, the chapter 11 trustee in MILA Inc.'s chapter
11 case sued founder and CEO Layne Sapp, accusing him of
improperly draining the company's assets.  The lawsuit alleges
that Mr. Sapp collected $32 million in salary, dividends and
bonuses from MILA in the 3-1/2 years prior to the company's
collapse.   Mr. Sapp has denied all of trustee's allegations.

Headquartered in Mountlake Terrace, Washington, MILA Inc., doing
business as Mortgage Investment Lending Associates, Inc.
-- http://www.mila.com/-- is an e-commerce mortgage solutions
provider that utilizes AccessPoint, a proprietary e-commerce
portal, to help mortgage brokers, realtors and bankers fulfill
customized residential home loans.  The company filed for Chapter
11 protection (Bankr. W.D. Wash. Case No. 07-13059) on July 2,
2007.  Christine M. Tobin, Esq. and James L. Day, Esq., at Bush,
Strout, & Kornfeld, represent the Debtor in its restructuring
efforts.

The Court appointed Geoffrey Groshong as chapter 11 trustee on
July 6, 2007.

The law firm of Crocker Kuno Ostrovsky LLC represents the
Official Committee of Unsecured Creditors.

When the Debtor filed for protection from its creditors, it
disclosed assets of $7,886,962, and liabilities of $174,730,413.


MOVIE GALLERY: Blockbuster Eyes Buying Some, Not All, Assets
------------------------------------------------------------
The Wall Street Journal's Mike Spector reports Blockbuster Inc.
has been in discussions with Movie Gallery Inc. -- which filed for
bankruptcy protection earlier this month -- about acquiring assets
that might bolster Blockbuster's prospects.

The Journal relates that in early January, Blockbuster's chief
merchandising officer, Bill Lee, sent a letter to rival Movie
Gallery expressing interest in acquiring certain assets, including
stores and customer lists, according to people familiar with the
matter.  Movie Gallery chose not to engage in discussions and
focused on preparing a bankruptcy filing.

"We're still having discussions with them," Mr. Keyes said, adding
the company has no intention of acquiring Movie Gallery wholesale.
Mr. Lee has since left the company.

The Journal also reports that people familiar with the matter said
Blockbuster Inc. in recent days, tapped law firm Weil, Gotshal &
Manges and investment bank Rothschild Inc. to look at ways to
reduce its roughly $1 billion debt load and explore other
strategies, such as acquisitions or partnerships.

Sources told the Journal Blockbuster has mulled converting some of
its debt to equity or buying back some bonds at a discount.  A
deal would likely focus on negotiating with a group of
subordinated bondholders who are owed $300 million, the sources
said.

People familiar with the situation also told the Journal
bondholders have begun organizing and talking with potential
advisers to prepare for possible negotiations over reworking the
company's capital structure, such as converting debt to equity.

The Journal's sources said the restructuring discussions are in
early stages and no major actions appear imminent.

Blockbuster's Chief Executive Jim Keyes said the company works
with advisers regularly and that management is considering a menu
of options including reworking its debt and pursuing merger-and-
acquisition opportunities.  He declined to elaborate.

"We don't contemplate filing for bankruptcy," he said in an
interview, according to the Journal.

According to the Journal, Mr. Keyes said the current discussions
represent routine efforts to help "transform" Blockbuster's
business. "I like to characterize it as remodeling a house," Mr.
Keyes said. "When you're tearing down walls and moving stuff
around, the process itself makes it difficult to see the end
product . . . but the outcome is often quite good."

                        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.

                         About Blockbuster

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

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

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


MOVIE GALLERY: Canada Stores Safe from Bankruptcy
-------------------------------------------------
Movie Gallery in Canada, which operates 184 video rental stores
in Canada had clarified that it is safe from bankruptcy, the
Daily Graphic reported.

The Wilsonville, Oregon-based Movie Gallery in the United States
filed for bankruptcy protection in the United States Bankruptcy
Court for the Eastern District of Virginia last February 2.  The
company aims to close more than 800 of its 2,415 stores in the
United States, but its Canadian affiliate remains safe as it is
not part of the bankruptcy filing, the Daily Graphic said.

                        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 October 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: Hires DJM as Real Estate Consultant
--------------------------------------------------
Movie Gallery Inc. and its units sought and obtained the Court's
authority to employ DJM Realty Services, LLC, as their Real Estate
Consultant pursuant to the terms set forth in a Real Estate
Consulting Agreement executed by the parties on December 23, 2009.

The Debtors believe that DJM is both well qualified and uniquely
able to provide real estate consulting services in the Debtors'
Chapter 11 cases in an efficient and timely manner.

As Real Estate Consultant, the Debtors expect DJM to render these
services:

  (a) Cure Claims Related to Lease Properties.  With respect to
      real property leases that are to be assumed, DJM may
      attempt to negotiate with relevant landlord for the
      waiver, release or negotiation of any potential cure
      claim.

  (b) Renegotiation of Leased Properties.  With respect to the
      negotiation of certain leases, DJM will administer a rent
      renegotiation program and represent the Debtors in the
      negotiation of lease modification agreements for those
      Leased Properties designated by the Debtors.  As part of
      the rent negotiation program, DJM's services may include,
      documenting all lease modification proposals and working
      with the Debtors to establish negotiating parameters,
      including rent deductions, lease term modifications and
      other leasehold concessions.  At all times, the Debtors
      retain the complete discretion to reject any real estate
      proposal.

The Debtors propose to pay DJM on these terms:

(a) Lease Modifications.  With respect to any Leased Properties
     for which DJM negotiates a modification of the monetary
     terms of the lease, including rent reductions, waivers of
     cure claims, elimination of percentage rent payments,
     reductions in term or size and reductions or limitations on
     extra charges, DJM will earn and be paid fees equal to 4.5%
     of the Total Occupancy  Cost Savings.

(b) Additional Services.  With respect to any additional
     services DJM may provide at the Debtors' request, DJM will
     be compensated at the rate of $400 per hour, provided
     however, that DJM will provide the Debtors with an upfront
     written estimate of the total cost of any additional
     services, which written estimate must be expressly approved
     in writing by the Debtors.

(c) Expense Reimbursement.  Pursuant to the Retention
     Agreement, the Debtors will reimburse DJM for all
     transactional costs or legal expenses incurred in
     connection with the rendering of services, including pre-
     approved, reasonably incurred travel expenses.

Similarly, the Court approved the Debtors' request to have DJM
submit invoices to the Debtors for payment of professional
services rendered and reimbursement of expenses incurred as the
compensation becomes due and owing and as these expenses are
incurred.  Furthermore, the Debtors obtained the Court's approval
of their request for immediate payment of DJM invoices, subject
to the Debtors' review and ability to dispute, without any
further order of the Court.

Andrew B. Graiser, co-president of DJM, assures the Court that
DJM has no connections with the Debtors, their parties-in-
interest, their attorneys, or the U.S Trustee.

A full-text copy of the Real Estate Consulting Agreement is
available for free at:

        http://bankrupt.com/misc/MG_DJMretentionagrmnt.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: Wants Moelis as Financial Advisor
------------------------------------------------
Movie Gallery Inc. and its units seek the Court's authority to
employ Moelis & Company LLC as their investment banker and
financial advisor, nunc pro tunc to the Petition Date, in
accordance with the terms and conditions set forth in an
engagement letter that the Debtors and Moelis entered into on
December 9, 2009.

The Debtors intend to employ Moelis as investment banker and
financial advisor because Moelis has extensive experience in this
area as well as expansive knowledge of mergers and acquisitions,
bank financings and capital restructurings.  The Debtors believe
that Moelis is qualified to assist them in this regard.

The Debtors intend to pay Moelis on these terms:

(a) Monthly Fee.  During the term of the Engagement Letter, a
     cash fee of $150,000 per month.  The Debtors paid the first
     Monthly Fee immediately upon the execution of the
     Engagement Letter and is required to pay each subsequent
     Monthly Fee in advance on each monthly anniversary of the
     parties' agreement commencing with the December 9, 2009,
     monthly anniversary.

     Whether or not a Restructuring, Sale or Capital Transaction
     has taken place or will take place, Moelis will earn and be
     paid the Monthly Fee every month during the term of its
     engagement.  Fifty percent of the Monthly Fee will be
     offset, to the extent previously paid, against any
     Restructuring Fee.

(b) Opinion Fee.  In addition, the Debtors will upon delivery
     of an Opinion to the Board of Directors, will pay Moelis an
     opinion fee of $500,000.  The Opinion Fee will be offset,
     to the extent previously paid, against any Restructuring
     Fee.

(c) Restructuring Fee.  In addition to the Monthly Fees, the
     Debtors will pay Moelis a cash fee of $4,500,000, unless
     the Debtors have previously paid Moelis the Sale
     Transaction Fee.  The Debtors will pay the Restructuring
     Fee immediately upon the consummation of a Restructuring.

(d) Capital Transaction Fee.  In addition to the Monthly Fees,
     the Debtors will pay Moelis a cash fee in an amount equal
     to (i) 1.50% of the aggregate amount of new secured debt
     obligations or debtor-in-possession financing raised in a
     Capital Transaction, (ii) 3.0% of the aggregate amount of
     new unsecured debt obligations raised in a Capital
     Transaction, and (iii) 5.5% of the aggregate amount or face
     value new capital raised in a Capital Transaction in the
     form of equity, equity-linked securities, options, warrants
     or other rights to acquire equity interests of the Debtors.
     The Debtors will pay the Capital Transaction Fee in respect
     of each Capital Transaction in the event that more than
     one Capital Transaction will occur.

(e) Sale Transaction Fee.  In addition to the Monthly Fees, the
     Debtors will pay Moelis a cash fee of (i) $4,500,000 in
     the case of a Sale involving the sale of at least
     substantially all of the assets of, or at least a majority
     of the voting equity securities of, the Debtors, unless
     the Company has previously paid Moelis the Restructuring
     Fee in which case the $4,500,000 Sale Transaction Fee will
     not be payable, and (ii) in the case of any other Sale a
     market-based cash fee in an amount to be mutually agreed
     upon in good faith by the parties.  The Sale Transaction
     Fee will be paid immediately upon the closing of the Sale.

(f) Expenses.  Whether or not any Restructuring, Sale or Capital
     Transaction is consummated, and in addition to any fees
     payable, to Moelis, the Debtors will reimburse Moelis for
     all reasonable expenses incurred by Moelis in connection
     with its performance of services.

The Debtors will indemnify and hold harmless Moelis and certain
related persons against any liabilities arising out of Moelis
engagement in the Debtors' Chapter 11 cases.  The Debtors will
reimburse each indemnified party for certain related reasonable
and documented expenses, except for any liability which is
finally judicially determined by Court to have resulted primarily
from the willful misconduct, bad faith or negligence of Moelis or
certain related persons.

William Q. Derrough, a managing director of Moelis, assures the
Court that Moelis does not hold interest materially adverse to
the Debtors or their estates.  Furthermore, Moelis is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code, Mr. Derrough states.

The Court will convene a hearing to consider the application on
February 22, 2010, at 10:00 a.m.  Objections are due February 18.

                        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.


MPI AZALEA: Can Hire Berger Singerman as Bankruptcy Counsel
-----------------------------------------------------------
The Hon. Margaret H. Murphy of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized MPI Azalea, LLC, and its
debtor-affiliates to employ Berger Singerman, P.A. as counsel,
subject to the objection of the U.S. Trustee on or before 20 days
from the date of entry of the order.  The order was issued on
February 2, 2010.

To the best of the Debtors' knowledge, Berger Singerman is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Atlanta, Georgia-based MPI Azalea, LLC, aka Highland Brooke
Apartments and its affiliates filed for Chapter 11 on January 8,
2010 (Bankr. N.D. Ga. Lead Case No. 09-60803).  Jimmy C. Luke,
Esq., at Foltz Martin, LLC assists the Debtor in its restructuring
effort.  In its petition, the Debtor listed assets and liabilities
both ranging from $10,000,001 to $50,000,000.


MT. ZION URBAN RENEWAL: Case Summary & 7 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Mt. Zion Urban Renewal
        131 Perry St.
        Trenton, NJ 08618

Bankruptcy Case No.: 10-15097

Chapter 11 Petition Date: February 23, 2010

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

Debtor's Counsel: Frank Armenante, Esq.
                  Malsbury & Armenante, Esqs.
                  12 N. Main Street
                  PO Box 157
                  Allentown, NJ 08501
                  Tel: (609) 259-7944
                  Fax: (609) 259-0872
                  Email: frankp@malsarmlaw.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 $1,200,000,
and total debts of $2,064,570.

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

              http://bankrupt.com/misc/njb10-15097.pdf

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


NATURAL PRODUCTS: Set to Emerge from Bankruptcy
-----------------------------------------------
Natural Products Group LLC is set to emerge from Chapter 11 after
it has received confirmation of its pre-packaged reorganization
plan, ABI reports.

According to the explanatory disclosure statement, the Plan
provides for these terms:

  * Corporate Restructuring.  On or prior to the closing of the
Restructuring, NPG will be converted from a Delaware limited
liability company to a Delaware corporation that will serve as the
ultimate parent of the Company after the Restructuring.  If the
Restructuring is effected through the Plan, this will be
implemented through federal bankruptcy law and appropriate filings
pursuant to the Delaware General Corporation Law.  If the
Restructuring is effected through the Out-of-Court Transaction,
this conversion will be accomplished through a merger of NPG with
a newly-formed Delaware corporation.  Additionally, the two
current direct subsidiaries of NPG, Arbonne Intermediate Holdco,
Inc. ("Arbonne HoldCo") and Levlad Intermediate Holdco, Inc.
("Levlad HoldCo"), will merge with each other, with Arbonne HoldCo
surviving the merger (the "Levlad Merger").  Arbonne
HoldCo following the Levlad Merger will be referred as "New
HoldCo".  New NPG will be the sole stockholder of New HoldCo
which, in turn, will continue to own directly Arbonne
International, LLC ("Arbonne") and Levlad, LLC ("Levlad").

  * OpCo Debt.  All of the outstanding debt under that certain
Credit Agreement, dated as of March 8, 2007, by and among Arbonne
and Levlad, as borrowers, Arbonne HoldCo and Levlad HoldCo, as
guarantors, and the several lenders from time to time party
thereto (the "OpCo Lenders"), Canadian Imperial Bank of
Commerce as administrative agent and collateral agent, CIBC World
Markets Corp. and Credit Suisse Securities (USA) LLC as joint lead
arrangers and joint bookrunners, Credit Suisse as syndication
agent, and Freeport Financial LLC and General Electric Capital
Corporation as codocumentation agents, on the other hand, would be
fully satisfied and restructured.

       -- An aggregate of $125 million of the existing OpCo Debt
would be reinstated as a new term loan by and among Arbonne and
Levlad as borrowers, and the existing OpCo Lenders.  Each OpCo
Lender would participate on a pro rata basis in the Reinstated
OpCo Term Loan.

       -- In full satisfaction of the OpCo Debt not reinstated
pursuant to the Reinstated OpCo Term Loan, New NPG will issue to
each OpCo Lender its pro rata share of 85% of the common stock of
New NPG to be issued upon the Effective Date, subject to dilution
for (i) New NPG Common Stock issuable upon the exercise of the New
NPG Warrants, (ii) New NPG Common ii Stock issuable upon the
exercise of any New NPG Options that may be issued under the Long
Term Management Incentive Plan (up to an additional 7.5% of the
New NPG Common Stock, on a fully diluted basis), and (iii) any
additional New NPG Common Stock that may be awarded in accordance
with the Long Term Management Incentive Plan.

  * HoldCo Debt.  All of the outstanding debt under the HoldCo
Credit Agreement, dated as of June 19, 2006, by and among Arbonne
HoldCo and Levlad HoldCo, as borrowers, and the several lenders
from time to time party thereto (the "HoldCo Lenders"), Wilmington
Trust FSB, as successor in interest to Credit Suisse, New York
Branch as administrative agent, Credit Suisse Securities (USA)
LLC and CIBC World Markets Corp. as joint lead arrangers and joint
bookrunners, CIBC World Markets Corp. as syndication agent, and
CitiCorp North America, Inc. and UBS Securities LLC, as
codocumentation agents, will be fully satisfied:

       -- New NPG will issue to each HoldCo Lender its pro rata
share of warrants that will entitle the holders thereof to
purchase New NPG Common Stock equal to an aggregate of 5%
of the New NPG Common Stock, subject to dilution for (i) New NPG
Common Stock issuable upon the exercise of any New NPG Options
that may be issued under the Long Term Management Incentive
Plan (up to an additional 7.5% of the New NPG Common Stock, on a
fully diluted basis), and (ii) any additional New NPG Common Stock
that may be awarded in accordance with the Long Term
Management Incentive Plan.

       -- The New NPG Warrants will have an aggregate cash
exercise price equal to the sum of 100% of the principal amount of
the OpCo Debt plus accrued interest thereon as of the closing date
of the Restructuring, plus the principal, interest, fees and
expenses outstanding under the New Term Loan as of the closing
date of the Restructuring.  The aggregate cash exercise price of
the New NPG Warrants will be allocated among all HoldCo Lenders on
a pro rata basis

  * In connection with the Restructuring, each OpCo Lender will be
entitled to participate in providing to Arbonne and Levlad a new
senior secured debtor-in-possession facility (in the event of a
prepackaged chapter 11 filing) or new term loan (in the event of
the Out-of-Court Transaction) in an initial amount of $10 million,
which shall be drawn on the effective date of such facility, with
the option of the borrowers to borrow up to an additional $10
million at any time prior to June 30, 2010 in one subsequent draw
upon the satisfaction of certain conditions.  If the Restructuring
is effected pursuant to a chapter 11 filing, the debtorin-
possession facility would automatically become a term loan under
an exit lending facility on the Effective Date.  If the
Restructuring is effected as an Out-of-Court Transaction, there
will be no debtor-in-possession facility because it will be
unnecessary. Instead, the New Term Loan would be implemented
consensually at the closing of the Restructuring.  Except with
respect to the debtor-in-possession facility, the New Term Loan
will be part of a single facility that will include the New Term
Loan and the Reinstated OpCo Term Loan.  In consideration for
providing the commitment in respect of the New Term Loan, each
lender under the New Term Loan portion of the Exit Facility will
receive its pro rata share of 10% of the New NPG Common Stock to
be issued on the Effective Date, subject to dilution for (i) New
NPG Common Stock issuable upon the exercise of the New NPG
Warrants, (ii) New NPG Common Stock issuable upon the exercise of
any New NPG Options that may be issued under the Long Term
Management Incentive Plan (up to an additional 7.5% of the New NPG
Common Stock, on a fully diluted basis), and (iii) any additional
New NPG Common Stock that may be awarded in accordance with the
Long Term Management Incentive Plan.

                       About Natural Products

Wilmington, Delaware-based Natural Products Group, LLC, filed for
Chapter 11 bankruptcy protection on January 27, 2010 (Bankr. D.
Delaware Case No. 10-10239).  Eric Michael Sutty, Esq.; Jeffrey M.
Schlerf, Esq.; and John H. Strock, III, Esq., at Fox Rothschild
LLP, assist the Company in its restructuring effort.  The Company
listed $100,000,001 to $500,000,000 in assets and $500,000,001 to
$1,000,000,000 in liabilities.

The Company's affiliates -- Arbonne Intermerdiate Holdco, Inc.;
Levlad Intermediate Holdco, Inc.; Arbonne International, LLC;
Levlad, LLC; Arbonne Institute of Research and Development, LLC;
Arbonne International Holdings, Inc.; and Arbonne International
Distribution, Inc. -- filed separate Chapter 11 bankruptcy
petitions.


NAVISTAR INTERNATIONAL: Elects Richard Tarapchak as Vice President
------------------------------------------------------------------
The Board of Directors of Navistar International Corporation
determined to elect Richard C. Tarapchak to the position of Vice
President and Corporate Controller, and in that capacity
Mr. Tarapchak will serve as the Company's principal accounting
officer.

The effective date of Mr. Tarapchak's election to Vice President
and Corporate Controller is March 11, 2010. Mr. Tarapchak, age 44,
previously served as Vice President -- Strategic Initiatives of
Navistar, Inc., the Company's principal operating subsidiary,
since 2008. Mr. Tarapchak also served as Vice President -- Chief
Financial Officer of the Truck Group of Navistar, Inc. from 2005
-- 2008, Director -- Corporate Financial Analysis of Navistar,
Inc. from 2003 - 2005 and Director, Finance -- Operations of
Navistar, Inc. from 2000 -- 2003. Mr. Tarapchak is a Certified
Public Accountant and holds an MBA in Finance and Accounting from
The Ohio State University.  Mr. Tarapchak is not a party to any
transaction with the Company or any of its subsidiaries in which
he had a direct or indirect material interest requiring disclosure
under this Item.

In connection with Mr. Tarapchak's election as Vice President and
Corporate Controller, the Compensation Committee of the Board of
Directors of the Company approved, (i) an increase in his annual
base salary to $320,000, (ii) an increase in his target annual
bonus opportunity for fiscal 2010 to 55% of his salary and (iii)
increased severance benefits under his Executive Severance
Agreement and other benefits commensurate with his new position.
For further information regarding the ESA, please refer to the
Form of the Amended and Restated ESA as incorporated by reference
as exhibit 10.97 to the Company's Annual Report on Form 10-K for
the year ended October 31, 2009 filed with the Securities and
Exchange Commission on December 21, 2009.

Mr. Tarapchak will succeed John P. Waldron, who has served as the
Company's Controller since September 2006.  Mr. Waldron will be
facilitating an effective transition of his responsibilities to
Mr. Tarapchak through March 11, 2010 and will be leaving the
Company shortly thereafter.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

                           *     *     *

According to the Troubled Company Reporter on Jan. 28, 2010,
Standard & Poor's Ratings Services said it has revised its outlook
on Navistar International Corp. and related entities to stable
from negative and affirmed its 'BB-' corporate credit rating and
other ratings.


NEENAH ENTERPRISES: Taps Sidley Austin as Gen. Bankruptcy Counsel
-----------------------------------------------------------------
Neenah Enterprises, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Sidley
Austin LLP as general reorganization and bankruptcy counsel.

Sidley, will, among other things:

   -- provide legal advice with respect to the Debtors' powera and
      duties as debtors-in-possession in the continued operation
      of their businesses;

   -- take all necessary action on behalf of the Debtors to
      protect and preserve the Debtors' estates, including
      prosecuting claims and causes of action on behalf of the
      Debtors, negotiating any and all litigation in which the
      Debtors are involved, and objecting to claims filed against
      the Debtors' estates; and

   -- prepare on behalf of the Debtors all necessary motions,
      answers, orders, reports, and other legal papers in
      connection with the administration of the Debtors' assets.

In a separate application, the Debtors sought to retain Young,
Conaway, Stargatt & Taylor as their Delaware bankruptcy counsel.
The Debtors relate that Sidley and YCST will coordinate their
efforts to prevent duplication of services.

Larry J, Nyhan, a partner at Sidley, tells the Court that
prepetition, Sidley received an $500,000 retainer.  On February 2,
2010, the advanced retainer was increased to $225,000.  As of the
petition date, the amount of Sidley's unpaid fees exceeded the
advance payment by $49,698.  Sidley agreed to waive and forego the
payment of its unpaid prepetition fees and expenses.

Mr. Nyhan adds that the current hourly rates of Sidley's
professionals and paraprofessionals range from $90 to $950.

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

The firms can be reached at:

     Sidley Austin LLP
     One South Dearborn
     Chicago, IL 60603
     Tel: (312) 853-7000
     Fax: (312) 853-7036

     Young, Conaway, Stargatt & Taylor
     1000 West Street, 17th Floor
     Wilmington, DE 19801
     Tel: (302) 571-6600

The Debtors propose a hearing on their proposes counsels
employment on March 9, 2010, at 1:00 p.m. (ET.)  Objections, if
any, are due on March 2, 2010.

                       About Neenah Enterprises

Headquartered in Neenah, Wisconsin, Neenah Enterprises, Inc. --
http://www.nfco.com/-- is the indirect parent holding company of
Neenah Foundry Company. Neenah Foundry Company and its
subsidiaries manufacture and market a wide range of iron castings
and steel forgings for the heavy municipal market and selected
segments of the industrial markets.  Neenah is one of the largest
independent foundry companies in the United States, with
substantial market share in the municipal and various industrial
markets for gray and ductile iron castings and forged steel
products.

The Company filed for Chapter 11 bankruptcy protection on
February 3, 2010 (Bankr. D. Del. Case No. 10-10360).  Edmon L.
Morton, Esq., and Kenneth J. Enos, Esq., assist the Company in its
restructuring effort.  The Company had $286,611,000 in total
assets against total liabilities of $449,435,000, resulting in
stockholder's deficit of $162,824,000.

The Company's affiliates -- NFC Castings, Inc.; Neenah Foundry
Company; Cast Alloys, Inc.; Neenah Transport, Inc.; Advanced Cast
Products, Inc.; Gregg Industries, Inc.; Mercer Forge Corporation;
Deeter Foundry, Inc.; and Dalton Corporation -- filed separate
Chapter 11 petitions.


NISKA GAS: Moody's Assigns 'B1' Rating on $800 Mil.  Senior Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Niska Gas
Storage's proposed private offering of $800 million of senior
unsecured notes and a Baa3 rating to its new $400 million senior
secured asset-based revolving credit facility.  At the same time,
Moody's affirmed the company's Ba3 Corporate Family Rating.  The
rating outlook is stable.

The proceeds of the new notes issue will be used to repay existing
term loan (~$593 million) and revolver debt (~$82 million) and to
cover distributions to private equity funds affiliated with
Riverstone Holdings -- Niska's private equity sponsor -- and other
minority equity holders, and transaction fees.  While total debt
will increase by approximately $125 million, and $75 million of
Niska's existing revolving debt will be replaced by longer
maturity debt, the Ba3 rating accommodates this incremental
leverage.  The rating also factors in additional borrowings under
the revolver that will be required to support the contango
arbitrage business, but which will be mostly backed by purchased
natural gas inventory.  The CFR also assumes that Niska will
convert to a Master Limited Partnership concurrent with an Initial
Public Offering and will raise approximately $300 million to
$400 million of equity.  Equity proceeds will be primarily used to
repay revolver borrowings, which will be made to fund a
distribution to equity holders, and to fund future capex.

Niska will have essentially the same debt burden at closing as it
had at the end of the 2007 fiscal year, but will have greater cash
flow support from expanded current storage capacity.  Storage
capacity has grown from 144 Bcf in 2006 to 186 Bcf, and is
expected to grow to 212.5 Bcf over the next two years.  Overall
debt service cost will increase however, due to higher interest
rates associated with the new notes.

The company's high quality and strategically located assets,
underlying contracted core revenue and earnings base, and
increased borrowing capacity and less stringent financial
covenants under the new revolver are solid supports for the
ratings.  Following its conversion to a publicly-traded MLP, the
company will also have access to equity markets.

However, the MLP business model requires ongoing high cash payouts
and places greater emphasis on growth.  This increases liquidity
risk and reliance on external financing and leaves little room for
market disruption.  Niska as a new player in the MLP space,
therefore, will need to carefully manage its distributions against
growth capex and debt maturities.  Although Niska's annual
maintenance capex needs are nominal, and Niska is positioned to
fund most of its capacity expansions in 2010 and 2011 from
residual cash remaining from the notes and equity issuances,
expansionary capital beyond 2011 will likely have to be sourced
from external sources, which could lead to higher leverage and
pressure the rating.

Niska's Ba3 CFR is negatively impacted by the inherent volatility
in seasonal and cyclical demand for natural gas storage and the
resultant variability in a portion of its revenue; the heavy
reliance on its riskier merchant energy arbitrage business; and
the capital requirements and execution risk of its expansion
projects.  The rating is also restrained by highly variable
working capital requirements and revenues related to the company's
merchant energy and proprietary contango arbitrage business; the
limited ability of depleted reservoir storage systems (versus salt
dome storage) to augment earnings by meeting sharp surges in
withdrawal demand; and the less frequent ability of depleted
reservoir storage to turn over its storage per year (roughly 2x)
versus salt dome storage (6x to 12x); and the re-contracting risk
of Niska's storage contracts.

The stable outlook reflects Niska's contracted term-storage
business that provides revenue certainty, substantial storage
capacity, and robust demand for natural gas storage in North
America.

Niska has adequate liquidity.  Cash on hand combined with
internally generated cash flow should be sufficient to cover
interest payments, capital expenditures and distributions in 2010.
At December 31, 2009, proforma for the closing of the notes issue,
Niska would have no amounts drawn under the new $400 million
borrowing-base revolving credit facility.  Given that Niska
primarily uses its borrowing base revolving credit facility to
fund margin calls and cover contango inventory purchases, revolver
borrowings can be volatile, and would increase significantly if
Niska were to expand its trading and optimization operation or if
natural gas prices rose sharply.  The company may also need to
rely on the revolver to cover growth capex or shareholder
distributions if operating performance falls short of
expectations.

Assignments:

Issuer: AECO Gas Storage Partnership

  -- Senior Secured Bank Credit Facility, Assigned 07 - LGD1 to
     Baa3

Issuer: Niska Gas Storage US, LLC

  -- Senior Unsecured Bank Credit Facility, Assigned 07 - LGD1 to
     Baa3

  -- Senior Unsecured Regular Bond/Debenture, Assigned 63 - LGD4
     to B1

  -- Senior Unsecured Regular Bond/Debenture, Assigned B1

The last rating action on Niska was in April 2006 when we first
rated the company and assigned a Ba3 CFR.

Headquartered in Calgary, Alberta, with assets in Alberta,
California and Oklahoma, Niska Gas Storage is the largest
independent owner and operator of natural gas storage assets in
North America.


OCCUPATIONAL & MEDICAL: Chapter 15 Case Summary
-----------------------------------------------
Chapter 15 Petitioner: David Stimpson,
                       foreign representative

Chapter 15 Debtor: Occupational & Medical Innovations Limited
                   Unit 1, 12 Booran Drive
                   Slacks Creek
                   Brisbane,Queensland 4127
                   Australia

Chapter 15 Case No.: 10-60181

Chapter 15 Petition Date: February 23, 2010

Court: Eastern District of Texas (Tyler)

Chapter 15 Petitioner's Counsel: Bradley L. Drell, Esq.
                                 Gold, Weems, Bruser,
                                 Sues &  Rundell
                                 P.O. Box 6118
                                 Alexandria, LA 71307-6118
                                 Tel: (318) 445-6471
                                 Fax: (318) 445-6476
                                 Email: bdrell@goldweems.com

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

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


ORLEANS HOMEBUIDLERS: Wants to Extend Maturity Date of Loan Deal
----------------------------------------------------------------
Orleans Homebuilders Inc. and its senior management have been
working actively with the Company's bank lenders to obtain a
maturity extension of its Second Amended and Restated Revolving
Credit Loan Agreement dated Sept. 30, 2008, as amended from time-
to-time.

Any extension or similar modification or accommodation under the
Credit Facility requires the consent of 100% of the approximately
17 bank lenders.  However, the Company and its lenders under the
Credit Facility were not able to obtain the necessary bank
approvals to extend the maturity of the Credit Facility pursuant
to the non-binding term sheet agreed to by the Company with
certain lenders on Dec. 3, 2009.  The Company and its lenders were
also unable to agree on any temporary modification of, or other
accommodation under, the Credit Facility.

As a result, the final maturity of the Credit Facility occurred on
Feb. 12, 2010, and the Company is now in default, which entitles
the lenders to all rights available to senior secured creditors.
The Company does not have sufficient funds to repay the amounts
outstanding under the Credit Facility.  The Company also noted
that it was continuing to consider certain options for new or
modified funding sources to continue normal operations, including
in connection with an in-court or out-of-court restructuring of
the Company's liabilities; continuing its negotiations regarding a
sale or recapitalization of the Company; or obtaining a temporary
modification of, or other accommodation under, the Credit
Facility.

However, there can be no assurance that the Company will be able
to consummate any transaction on terms acceptable to it or the
senior secured lenders, or that any such transaction would provide
any value for either the Company's unsecured creditors or its
equity holders.  The Company intends to act promptly to resolve
its financing issues, although there can be no assurance that the
Company will be able to do so at all or on a timely basis.

                    About Orleans Homebuilders

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.


OSCIENT PHARMA: Guardian Unsecureds Has 0% Recovery Under the Plan
------------------------------------------------------------------
The Hon. Henry J. Boroff of the U.S. Bankruptcy Court for the
District of Massachusetts will consider at a hearing on April 2,
2010, at 10:30 a.m., the adequacy of the proposed disclosure
statement of Oscient Pharmaceuticals Corporation and Guardian II
Acquisition Corporation for their Plan of Reorganization.  The
hearing will be held at the U.S. Courthouse, 300 State Street,
Berkshire Courtroom, Third Floor, Springfield, Massachusetts.

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 the
liquidation of the Debtors' estates and the distribution of their
remaining assets to holders of allowed claims.  The Plan also
effects settlement between Oscient, Guardian, and Paul Royalty
Fund Holdings II, an affiliate of Paul Capital Partners, and a
settlement between Oscient, Guardian and Abbott Laboratories.

Under the Plan, Oscient unsecured creditors will receive, on the
effective date, a pro rata share of the Oscient Trust interests.
Projected recovery under the Plan is 18.9% on claims aggregating
$91.3 million.  Holders of Guardian unsecured claims will not
recover anything on account of their claims aggregating
$97.3 million.

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

Based in Waltham, Massachusetts, Oscient Pharmaceuticals
Corporation -- http://www.antararx.com/and
http://www.factive.com/-- and its wholly owned subsidiary,
Guardian II Acquisition Corporation, sell two products, ANTARA
(fenofibrate) capsules, which is a cardiovascular product
indicated for the adjunct treatment of hypercholesterolemia (high
blood cholesterol) and hypertriglyceridemia (high triglycerides)
in combination with diet, and FACTIVE (gemifloxacin mesylate)
tablets, which is a fluoroquinolone antibiotic indicated for the
treatment of acute bacterial exacerbations of chronic bronchitis
and community-acquired pneumonia of mild to moderate severity.

As of December 31, 2008, the Debtors' audited consolidated
financial statements reflected total assets of $174.0 million and
total liabilities of $255.2 million.

Oscient Pharmaceuticals Corporation together with an affiliate
filed for Chapter 11 on July 13, 2009 (Bankr. D. Mass. Case No.
09-16576).  Judge Henry J. Boroff presides over the case.  Charles
A. Dale III, Esq., at K&L Gates LLP, represents the Debtors.  The
Debtors also hired Ropes & Gray LLP as special litigation counsel,
and Broadpoint Capital Inc. as financial advisor.


OSHKOSH CORP: Moody's Rates $500 Mil. Senior Notes at 'B3'
----------------------------------------------------------
Moody's Investors Service has rated Oshkosh Corporation's proposed
$500 million senior unsecured notes B3 (LGD5, 88%) and upgraded
the company's 1st lien senior secured credit facility comprised of
a $550 million revolver and $1.9 billion Term loan B to Ba3 from
B1.  The company's SGL-1 liquidity rating was affirmed.  The
company's ratings outlook remains stable.

The new $500 million senior unsecured notes are being issued in
two roughly equal increments with one maturing in 2017 and the
other in 2020.  The notes will be guaranteed on a senior unsecured
basis and rank pari passu with all of the company's senior
unsecured debt.  The notes will be redeemable on an optional basis
as of 2014 and 2015, respectively.  The upgrade of the first lien
facility reflects the additional support provided in the event of
bankruptcy by the addition of the senior unsecured notes that are
subordinated to the first lien facility.  Furthermore, as the
company implements its strategy to reduce its leverage, Moody's
anticipates that first lien debt position will be reduced and will
comprise a lower percent of the company's overall capital
structure.

The stable ratings outlook considers the strengthening of the
company's credit metrics as a result of the contract to produce
MRAP-All Terrain Vehicles for the Afghanistan war, balanced
against the continued weak performance of the company's other
businesses during 2010.  The company's non-defense businesses are
expected to strengthen in 2011 as the economy improves.  We
therefore currently expect that the company's credit quality is
likely to stabilize at a level that is consistent with the B1
ratings category after the M-ATV business winds down.  This view
is supported by the way in which the natural equipment replacement
cycle of access equipment should support demand within the next
couple of years even if demand from new projects does not grow
meaningfully.

The ratings and/or outlook could be negatively affected if the
company were unable to meet its commitments to produce the M-ATV
as contracted or at the profitability level anticipated by
Moody's.  If the company's other businesses are still weak at the
time the M-ATV contract winds down, the ratings outlook could come
under pressure.  A reduction in free cash flow to total debt below
5% would create rating pressure as would EBITDA to interest below
2.5 times.

The rating would benefit from a meaningful and sustainable
improvement in the company's access equipment business (JLG) given
the size of the business.  A reduction in leverage to under three
times that was deemed to be sustainable and improving would also
provide upward rating traction.

The last ratings action was February 3, 2010, when Moody's
upgraded the corporate family rating and probability of default
rating for Oshkosh Corporation -- to B1 from B2 and changed the
ratings outlook to stable.  The SGL rating was upgraded to SGL-1
from SGL-3.

Upgrades:

Issuer: Oshkosh Corporation

  -- Senior Secured Bank Credit Facility, Upgraded to Ba3 (LGD3,
     41%) from B1 (LGD4, 50%)

Assignments:

Issuer: Oshkosh Corporation

  -- Approximately $250 million senior unsecured notes due 2017
     rated B3 (LGD5, 88%)

  -- Approximately $250 million senior unsecured notes due 2020
     rated B3 (LGD5, 88%)

The ratings outlook is stable.

Oshkosh Corporation is a leading designer, manufacturer and
marketer of a broad range of specialty vehicles and vehicle
bodies.  The company operates in four segments: access equipment,
defense, fire & emergency, and commercial.  Oshkosh's JLG
subsidiary is the world's leading producer of access equipment
including aerial work platforms and telehandlers.  Revenues for
the fiscal year ended September 30, 2009, totaled $5.3 billion.


OSHKOSH CORP: S&P Assigns 'B-' Rating on $500 Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B-' issue-level
rating to Oshkosh Corp.'s proposed new $500 million senior
unsecured notes.  S&P also assigned a recovery rating of '6' to
this debt, indicating its expectation of negligible (0%-10%)
recovery in a payment default scenario.  In addition, S&P placed
the senior secured debt issues on CreditWatch with positive
implications.

"The company announced it will attempt to raise $500 million in
senior unsecured notes and that it will use the proceeds to prepay
term loan debt," said Standard & Poor's credit analyst Dan
Picciotto.  "The repayment would represent a repayment of about
30% of outstanding senior secured debt," he continued.  S&P also
placed the senior secured debt on CreditWatch with positive
implications because of expected improvement in recovery prospects
following the completion of the notes deal and subsequent
prepayment of term loan debt.  S&P expects to raise the ratings on
the company's secured debt following the transaction, and to
revise the recovery rating to '1', indicating its expectation of
very high (90%-100%) recovery in a payment default scenario, from
'2'.

The outlook is positive.  While most of Oshkosh's industrial end
markets remain weak, S&P expects the company's defense segment
should support overall results.  S&P could raise the ratings if
S&P expects industrial end markets to improve next year as the
defense segments' Mine-Resistant Ambush Protected (M-ATV)-related
profits decline, resulting in credit measures consistent with its
expectations.  For instance, if the company appears likely to
maintain credit measures of less than 4x adjusted debt to EBITDA
and more than 15% funds from operations to adjusted debt, S&P
could raise the ratings.  Alternatively, S&P could revise the
outlook to stable if a prolonged downturn or debt-financed
acquisition results in weaker credit measures.  For instance, if
the company does not make further meaningful debt repayments and
EBITDA declines to less than $450 million in 2011, adjusted debt
to EBITDA would increase to more than 4x, which could result in an
outlook revision to stable.


PECAN TERRACE: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Pecan Terrace, LLC.
        P.O. Box 814
        Cordele, GA 31010

Bankruptcy Case No.: 10-10322

Chapter 11 Petition Date: February 23, 2010

Court: United States Bankruptcy Court
       Middle District of Georgia (Albany)

Debtor's Counsel: Robert L. Kraselsky, Esq.
                  P.O. Box 71702
                  Albany, GA 31708-1702
                  Tel: (229) 438-7373
                  Email: rlk@rlkpclaw.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 $1,874,797,
and total debts of $1,962,999.

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

             http://bankrupt.com/misc/gamb10-10322.pdf

The petition was signed by Robert D. McCadams, operating manager
of the Company.


PENN TRAFFIC: Wants Plan Exclusivity Until June 16
--------------------------------------------------
Bill Rochelle at Bloomberg News reports that Penn Traffic Co. is
asking for an extension of the exclusive right to propose a
Chapter 11 plan until June 16. The hearing on the exclusivity
motion will take place March 3.

Tops Markets acquired substantially all of the assets of Penn
Traffic for $85 million.  It also agreed to take on another
$70 million in related costs.

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Delaware Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory
W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist
the Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company listed $150,347,730 in assets
and $136,874,394 in liabilities as of May 4, 2009.

These affiliates also filed separate Chapter 11 petition: Sunrise
Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking
Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P
and C Food Markets, Inc. of Vermont; and P.T. Development, LLC.


PETROFLOW ENERGY: Has Forbearance Agreement Until March 7
---------------------------------------------------------
Petroflow Energy Ltd. has entered into a forbearance agreement
with its banking syndicate in connection with certain events of
defaults under its amended and restated credit agreement, as
amended.  Under terms of the forbearance agreement the Company has
agreed to increase the interest rate on its Tranche A and Tranche
C loans to 7.5% per annum.  The forbearance agreement also
requires that the Company start making monthly principal
reductions payments in the amount of $1 million per month
commencing immediately.  In connection with the forbearance
agreement, the Company entered into additional security agreements
related to additional collateral required by the lenders. The
Company currently has $106 million outstanding under its Credit
Facility with a borrowing base deficiency of $31 million.

The forbearance period expires on March 7, 2010, provided that if
the Company has entered into a purchase and sale agreement to sell
its Oklahoma oil and gas properties by March 7, then the
forbearance period is extended until May 1, 2010.  The forbearance
period will automatically terminate, and the lenders may
accelerate all amounts under the Credit Facility upon the
occurrence of any further defaults under the forbearance agreement
or the Credit Facility.  There can be no assurance that the
Company will be able to negotiate an amendment to the Credit
Facility or additional forbearances, that such amendment or
forbearances will be on terms acceptable to the Company, or that
the Company will be able to complete any of the strategic
alternatives on satisfactory terms, or at all.  The failure of the
Company to remedy existing defaults under the Credit Facility may
impair the Company's operations and future prospects.


PINE VALLEY COUNTRY: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Pine Valley Country Club, Inc
        9529 Wessex Place
        Louisville, KY 40222

Bankruptcy Case No.: 10-30877

Chapter 11 Petition Date: February 23, 2010

Court: United States Bankruptcy Court
       Western District of Kentucky (Louisville)

Debtor's Counsel: Christopher T. Kurtz, Esq.
                  Kurtz and Kurtz Attorneys
                  2721 Taylorsville Road
                  Louisville, KY 40205
                  Tel: 423-0846
                  Fax: 423-8131
                  Email: ctkkurtz@aol.com

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

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

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

             http://bankrupt.com/misc/kywb10-30877.pdf

The petition was signed by Jack P. Ridge, president of the
Company.


PPI PET PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: PPI Pet Products, Inc.
          fka Purbeck Isle, Inc.
          fka P & P Pet Food Distributors
        200 Millenium Drive
        Lakeville, MA 02347

Bankruptcy Case No.: 10-11745

Chapter 11 Petition Date: February 23, 2010

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

Judge: Henry J. Boroff

Debtor's Counsel: Alan L. Braunstein, Esq.
                  Riemer & Braunstein, LLP
                  Three Center Plaza
                  Boston, MA 02108
                  Tel: (617) 880-3516
                  Email: abraunstein@riemerlaw.com

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

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

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

              http://bankrupt.com/misc/mab10-11745.pdf

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


QUEBECOR WORLD: Angelo Gordon Acquires World Color Securities
-------------------------------------------------------------
Angelo, Gordon & Co., L.P. in connection with the recently
completed restructuring of World Color Press Inc. (formerly
Quebecor World Inc.) ("WCP") and subsequent market transactions,
it has acquired, through various investment funds under its
management, an aggregate of 6,230,545 common shares, 981,042 Class
A convertible preferred shares ("Preferred Shares") and warrants
to acquire 945,344 Common Shares of WCP ("Warrants").

Assuming the conversion of all the Preferred Shares and the
exercise of all of the Warrants held by Angelo Gordon, the
aggregate percentage of the WCP Common Shares held is
approximately 10.85% of the Common Shares that would then be
outstanding.

Angelo, Gordon acquired its Common Shares, Preferred Shares and
Warrants pursuant to (i) the terms of plans of reorganization for
WCP that were approved by the Quebec Superior Court and the U.S.
Bankruptcy Court for the Southern District of New York on June 30,
2009 (the "Plan"), and (ii) open market transactions on the
Toronto Stock Exchange occurring after the Plan.  Immediately
prior to the reorganization, investment funds managed by Angelo,
Gordon held certain indebtedness of WCP which was exchanged for
Common Shares, Preferred Shares and Warrants in connection with
the implementation of the Plan.

Angelo, Gordon has acquired these securities in the ordinary
course of business and not with the purpose of influencing the
control or direction of WCP.  Depending on market and other
conditions, Angelo, Gordon may, from time to time, increase or
decrease its ownership, control or direction over the Common
Shares, Preferred Shares, Warrants or other securities of WCP.

                   About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (CA:IQW) --
http://www.quebecorworldinc.com/-- provides market solutions,
including marketing and advertising activities, well as print
solutions to retailers, branded goods companies, catalogers and to
publishers of magazines, books and other printed media.  It has
127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina, and the British Virgin Islands.

Ernst & Young, Inc., the monitor of Quebecor World Inc., and its
affiliates' reorganization proceedings under the Canadian
Companies' Creditors Arrangement Act, filed a petition under
Chapter 15 of the Bankruptcy Code before the U.S. Bankruptcy Court
for the Southern District of New York on September 30, 2008, on
behalf of QWI (Bankr. S.D.N.Y. Case No. 08-13814).  The Chapter 15
case is before Judge James M. Peck.  Kenneth P. Coleman, Esq., at
Allen & Overy LLP, in New York, serves as counsel to the Chapter
15 petitioner.

QWI and certain of its subsidiaries commenced the CCAA proceedings
before the Quebec Superior Court (Commercial Division) on
January 20, 2008.  The following day, 53 of QWI's U.S.
subsidiaries, including Quebecor World (USA), Inc., filed
petitions under Chapter 11 of the U.S. Bankruptcy Code.

The Honorable Justice Robert Mongeon oversees the CCAA case.
Francois-David Pare, Esq., at Ogilvy Renault, LLP, represents the
Company in the CCAA case.  Ernst & Young Inc. was appointed as
Monitor.

Quebecor World (USA) Inc., its U.S. subsidiary, along with other
U.S. affiliates, filed for Chapter 11 bankruptcy before the U.S.
Bankruptcy Court for the Southern District of New York (Lead Case
No. 08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter
LLP, represents the Debtors in their restructuring efforts.  The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The Company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective January 28, 2008.

QWI is the only entity involved in the CCAA proceedings that is
not a Debtor in the Chapter 11 Cases.

As of June 30, 2008, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$3,412,100,000 total
liabilities of US$4,326,500,000 preferred shares of US$62,000,000
and total shareholders' deficit of US$976,400,000.

On June 30, 2009, Judge Peck and the Honorable Judge Robert
Mongeon of the Quebec Superior Court of Justice, in a joint
hearing, approved the plan of compromise filed by Quebecor World
Inc. and its affiliates in their cases before the Canadian
Companies' Creditors Arrangement Act and the Chapter 11 plan of
reorganization filed by Quebecor World (USA), Inc., and its debtor
affiliates in the U.S. Bankruptcy Court.

On July 21, 2009, Quebecor World Inc. and its affiliated debtors
and debtors-in-possession emerged from protection under the
Companies' Creditors Arrangement Act in Canada and Chapter 11 of
the U.S. Bankruptcy Code.  Quebecor World emerged from bankruptcy
as World Color Press Inc."


RANCHER ENERGY: Posts $14.9 Million Net Loss in Q3 Ended Dec. 31
----------------------------------------------------------------
Rancher Energy Corp. reported a net loss of $14,884,921, or $0.12
per basic and fully-diluted share, for the three months ended
December 31, 2009, compared to a net loss of $33,429,758, or $0.29
per basic and fully-diluted share, for the corresponding three
months of 2008.

For the three months ended December 31, 2009, the Company recorded
crude oil sales of $970,502 on 14,484 barrels of oil at an average
price of $67.01, as compared to revenues of $746,967 on 16,997
barrels of oil at an average price of $43.95 per barrel in
2008.  The decreased volume in 2009 reflects the loss of
several producing wells due to mechanical problems in late 2008
and early 2009, coupled with routine production decline from year
to year.  Following the bankruptcy filing and reaching agreement
with its secured lender for the use of cash collateral the Company
has begun efforts to stop the production decline by repairing
wells and surface facilities that had been offline due to lack of
available capital.

The Company recognized $13,525,642 and $32,500,000 of impairment
of unproved properties during the three months ended December 31,
2009, and 2008, respectively.

Reorganization expenses totaled $158,727 for the three months
ended December 31, 2009.  These costs consist primarily of
professional fees to legal counsel for assistance with the filing
process and the development of a reorganization  plan.

                       Nine Months Results

For the nine months ended December 31, 2009, the Company reported
a net loss of $19,060,343, or $0.16 per basic and fully-diluted
share, compared to a net loss of $44,646,638, or $0.29 per basic
and fully-diluted share, for the corresponding nine months of
2008.

For the nine months ended December 31, 2009, the Company recorded
crude oil sales of $2,498,376 on 41,477 barrels of oil at an
average price of $60.24, as compared to revenues of $4,641,836 on
51,239 barrels of oil at an average price of $90.59 per barrel in
2008.

                          Balance Sheet

At December 31, 2009, the Company's balance sheets showed total
assets of $18,858,906, total liabilities of $13,703,552, and total
stockholders' equity of $5,155,354.

The Company's balance sheets at December 31, 2009, also showed
strained liquidity with $956,369 in total current assets available
to pay $11,142,825 in total current liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?54b7

                        Bankruptcy Filing

On October 15, 2009, short term debt in the amount of
approximately $10,188,000 matured.  The Company was unable to
repay the short term debt.  On October 16, 2009, the Company
received a default notice from the Lender, GasRock Capital LLC,
and notice of their intent to foreclose on the properties
securing the debt.  On October 21, 2009, GasRock swept the
remaining $98,000 from the Company's operating bank account,
leaving the Company without the ability to meet operating expense
obligations, or pay staff or other administrative expenses.

On October 27, 2009, the Company raised $140,000 in cash through
the issuance of convertible promissory notes to certain of its
officers, directors and shareholders and used the funds to retain
counsel to provide debtor advice and to provide working capital.
The promissory notes mature on November 1, 2010.  All obligations
and payments due under the promissory notes are subordinate to the
Company's senior debt.  Principal and accrued  interest are due on
the maturity  date.  The promissory notes are convertible, at the
holder's option, into shares of the Company's common stock at a
conversion price of $0.02 per share, at any time during the term
of the promissory notes.

On October 28, 2009, the Company filed a voluntary petition for
relief in the U.S. Bankruptcy Court for the District of Colorado
under Chapter 11 of the Bankruptcy Code.

A March 5, 2010 deadline for the filing of proofs of claim under
the Bankruptcy Code has been established by the Bankruptcy Court.

The Company is currently holding discussions with a number of
potential DIP financing sources and is developing its
restructuring plans should such financing be successful.  There is
no assurance the Company's efforts to raise DIP financing will be
successful or that the restructuring plans will enable the
Company to emerge from bankruptcy.

                       About Rancher Energy

Rancher Energy Corp. (OTC BB: RNCHQ) --
http://www.rancherenergy.com/--is AN independent energy company
that explores for and develops produces,  and markets oil and gas
in North America.  The Company operates three oil fields in the
Powder River Basin, Wyoming. The Company was formerly known as
Metalex Resources, Inc. and changed its name to Rancher Energy
Corp. in 2006.   Rancher Energy Corp. was incorporated in the
State of Nevada on February 4, 2004, and is headquartered in
Denver, Colorado.

Rancher Energy filed for Chapter 11 bankruptcy protection on
October 28, 2009 (Bankr. D. Colo. Case No. 09-32943).  Herbert A.
Delap, Esq., who has an office in Denver, Colorado, assists the
Debtor in its restructuring efforts.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


RAYMOND READY MIX: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Raymond Ready Mix Inc.
        PO Box 336
        Hatillo, PR 00659-0336

Bankruptcy Case No.: 10-01256

Chapter 11 Petition Date: February 23, 2010

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtor's Counsel: Wigberto Lugo Mender, Esq.
                  Lugo Mender & Co
                  Centro Internacional De Mercadeo
                  Rd 165 Torre 1, Suite 501
                  Guaynabo, PR 00968
                  Tel: (787) 707-0404
                  Email: wlugo@lugomender.com

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

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

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

             http://bankrupt.com/misc/prb10-01256.pdf

The petition was signed by Ramon Jimenez Plumey, president of the
Company.


REDCORP VENTURES: Strategic Resource's Acquisition Bid Accepted
---------------------------------------------------------------
Strategic Resource Acquisition Corporation's bid to acquire
Redcorp Ventures Ltd. Portugal subsidiary Redcorp Empreendimentos
Mineiros Unipessoal, Lda, pursuant to an asset sale process
managed by the Trustee in bankruptcy of Redcorp, has been accepted
and the transaction to acquire the shares of REM is being reviewed
in accordance with Portuguese requirements.  The acquisition is
subject to a number of conditions, which may include approval by
the Supreme Court of BC. Once the final purchase terms are
completed, including restructuring intercompany debt in REM, a
follow up press release announcing the final deal structure will
be issued.

The assets of the Acquisition include two exploration projects in
Portugal covering gold prospects at the Vila de Rei concession and
polymetallic massive sulphide mineralization at the 208 km2 Lagoa
Salgada Concession.  The Lagoa Salgada concession covers a
partially defined massive sulphide deposit which was subject of a
43-101 compliant resource estimate prepared by Wardrop Engineering
Inc. for Redcorp.  Redcorp disclosed the estimate on August 21,
2007 and filed the technical report on SEDAR on October 1, 2007.
The technical report estimated an inferred resource totalling
2,017,000 tonnes grading 0.35% copper, 4.83% lead, 5.13% zinc,
1.29 g/t gold and 85.35 g/t silver.  The deposit remains open to
expansion.  In addition, Redcorp discovered a second polymetallic
mineralized horizon on the Lagoa Salgada concession, at Rio de
Moinhos, approximately 11 km southeast of the Lagoa Salgada
deposit.  Intercepts at Rio de Moinhos are interpreted to be
lateral fringe mineralization of a separate massive sulphide zone.

The Lagoa Salgada property is located at the northwest extension
of the Iberian Pyrite belt, which hosts numerous past and current
producing mines in both Spain and Portugal.  Lagoa Salgada is
located approximately 60 km northwest of the large Aljustrel
mining complex and 80 km northwest of the producing Neves-Corvo
mine of Lundin Mining.  The major connecting highway to the
Algarve and rail line for transporting mine concentrates pass
adjacent to the Lagoa Salgada project.

Gold mineralization at the Vila de Rei property in central
Portugal occurs in persistent quartz vein systems up to 15m in
width and in breccia zones associated with late granitic
intrusives.  The concession covers sites of Roman-era placer gold
mining operations.

The Qualified Person for SRA, as defined by National Instrument
43-101, is Terence Chandler, P.Geo, Executive Vice President, with
more than 35 years experience in the minerals industry.

Victor Wyprysky, President and Chief Executive Officer

                           About SRA

Strategic Resource Acquisition Corporation is a Toronto-based
mineral development company, focused on acquisition and
development of base and precious metal properties in Canada and in
low-risk foreign locations.

                    About Redcorp Ventures

Redcorp Ventures Ltd. (CA:RDV) -- http://www.redcorp-ventures.com
and http://www.redfern.bc.ca-- is a Vancouver, British Columbia-
based mineral exploration and development company with active
projects in British Columbia, Canada and Portugal.

Redcorp and Redfern sought and were granted protection under the
Companies' Creditors Arrangement Act by order of the Supreme Court
of British Columbia on March 4, 2009.  KPMG Inc. was appointed
Monitor.


REDDY ICE: Cuts Net Loss to $2 Million in 4th Quarter
-----------------------------------------------------
Reddy Ice Holdings Inc. reported financial results for the fourth
quarter and full year ended Dec. 31, 2009.

Revenues for the fourth quarter of 2009 were $54.7 million,
compared to $57.9 million in the same quarter of 2008.  The
Company's net loss was $2.0 million in the fourth quarter of 2009,
compared to a net loss of $9.8 million in the same period of 2008.
Net loss per share was $0.09 in the fourth quarter of 2009
compared to a net loss per share of $0.44 in the same period of
2008.  Included in the fourth quarter 2009 results are a $5.0
million insurance recovery, net of costs, related to the ongoing
antitrust investigations and related litigation and a $0.6 million
net gain realized in connection with an acquisition.  Included in
the fourth quarter 2008 results were $3.6 million of costs related
to the antitrust investigations and related litigation.

Adjusted EBITDA, defined as earnings before interest, taxes,
depreciation and amortization, and the effects of certain other
items was $1.9 million in the fourth quarter of 2009 versus $2.0
million in the same period of 2008.  Available Cash for the fourth
quarter of 2009 was negative $3.4 million compared to negative
$2.1 million in the same period of 2008.  A discussion regarding
the presentation of Adjusted EBITDA and Available Cash in this
press release, including reconciliations of Adjusted EBITDA to
EBITDA and net income and the calculation of Available Cash, is
set forth below in the section titled, "SUPPLEMENTAL DISCLOSURE
REGARDING NON-GAAP FINANCIAL INFORMATION."

"Our fourth quarter results continued to be adversely impacted by
general economic conditions and unfavorable weather patterns,"
commented Chairman of the Board, Chief Executive Officer and
President Gilbert M. Cassagne.  "However, we are continuing to
pursue growth and efficiency opportunities and expect those
efforts to contribute to our results in 2010."

Revenues for the full year of 2009 were $312.3 million, compared
to $329.3 million in 2008.  The Company's net income was $4.2
million for the full year 2009, compared to a net loss of $120.4
million in 2008.  Diluted net income per share was $0.19 for the
full year 2009, compared to a net loss per share of $5.47 in 2008.
Included in the full year 2009 results are a $0.9 million
insurance recovery, net of costs, related to the ongoing antitrust
investigations and related litigation and a $0.6 million net gain
realized in connection with an acquisition.

Included in the results for the full year 2008 are a gain of $17.0
million related to the termination of the merger agreement between
the Company and affiliates of GSO Capital Partners LP on Jan. 31,
2008, a gain of $1.0 million related to the settlement of a
property insurance claim, $15.5 million of costs related to the
ongoing antitrust investigations and related civil litigation,
$0.8 million of costs related to the GSO transaction and the
related stockholder litigation and a non-cash charge of $149.9
million related to the impairment of assets in the third quarter.
The non-cash asset impairment charge is comprised primarily of
$149.7 million reduction in the value of the Company's goodwill
recognized in the three months ended September 30, 2008.  The
evaluation of the Company's goodwill and resulting write-down was
triggered by the decline in the Company's stock price during the
three months ended Sep. 30, 2008.

Adjusted EBITDA was $65.8 million for the full year of 2009 versus
$68.5 million in 2008. Available Cash for the full year of 2009
was $28.7 million compared to $50.8 million in 2008.

In the fourth quarter of 2009, one acquisition was completed with
an aggregate acquisition cost of approximately $1.1 million.
Annual revenues and Adjusted EBITDA associated with this
acquisition were approximately $1.7 million and $0.4 million,
respectively.  The Company continues to evaluate acquisition
opportunities as part of its ongoing acquisition strategy.

A full-text copy of the Company press release explaining its
fourth quarter and full year 2009 results is available for free at
http://ResearchArchives.com/t/s?5496

Reddy Ice Holdings, Inc. -- http://www.reddyice.com/--
manufactures and distributes packaged ice in the United States.
The company serves variety of customers in 31 states and the
District of Columbia under the Reddy Ice brand name. Its
principal product is ice packaged in seven to 50 pound bags,
which it sells to a diversified customer base, including
supermarkets, mass merchants and convenience stores.  As of March
6, 2009, the company owned or operated 58 ice manufacturing
facilities, 67 distribution centers and approximately 3,100 Ice
Factories.

                          *     *     *

According to the Troubled Company Reporter on Feb. 23, 2010,
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.


RICHARD BLACK: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Richard R. Black
          dba Quality Nuclear Medicine
              (Ohio registered trade name)
        7340 Wharton Road
        Russell, OH 44072

Bankruptcy Case No.: 10-11305

Chapter 11 Petition Date: February 23, 2010

Court: United States Bankruptcy Court
       Northern District of Ohio (Cleveland)

Judge: Pat E. Morgenstern-Clarren

Debtor's Counsel: Scott H. Scharf, Esq.
                  30100 Chagrin Boulevard, Suite 250
                  Cleveland, OH 44124
                  Tel: (216) 514-2225
                  Fax: (216) 514-3142
                  Email: scharf@scharflegal.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 $1,471,450,
and total debts of $3,573,389.

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

             http://bankrupt.com/misc/ohnb10-11305.pdf

The petition was signed by Mr. Black.


SAMUEL TILDEN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Samuel J. Tilden
          aka S.J. Tilden
          aka Sam J. Tilden
        22 Castle Rock Rd
        Cody, WY 82414

Bankruptcy Case No.: 10-20160

Chapter 11 Petition Date: February 23, 2010

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

Judge: Peter J. McNiff

Debtor's Counsel: Paul Hunter, Esq.
                  2616 Central Avenue
                  Cheyenne, WY 82001
                  Tel: (307) 637-0212
                  Email: attypaulhunter@prodigy.net

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

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

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

The petition was signed by Mr. Tilden.


SGD TIMBER: Section 341(a) Meeting Scheduled for March 29
---------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of creditors
in SGD Timber Canyon, LLC's Chapter 11 case on March 29, 2010, at
9:30 a.m.  The meeting will be held at U.S. Custom House, 721 19th
Street, Room 104, Denver, CO 80202.

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

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

Parker, Colorado-based SGD Timber Canyon, LLC, filed for Chapter
11 bankruptcy protection on February 16, 2010 (Bankr. D. Colo.
Case No. 10-12804).  Torben Welch, Esq., who has an office in
Denver, Colorado, assists the Company in its restructuring effort.
The Company estimated its assets and debts at $10,000,001 to
$50,000,000.


SGD TIMBER: Taps Messner & Reeves as Bankruptcy Counsel
-------------------------------------------------------
SGD Timber Canyon, LLC, has sought permission from the U.S.
Bankruptcy Court for the District of Colorado to employ Messner &
Reeves, LLC, as bankruptcy counsel.

Messner & Reeves will, among other things:

     a. aid the Debtor in the development of a plan of
        reorganization;

     b. file necessary petitions, pleadings, reports, and actions
        which may be required in the continued administration of
        the Debtor's property under Chapter 11;

     c. take necessary actions to enjoin and stay until final
        decree herein continuation of pending proceedings and to
        enjoin and stay until final decree herein commencement of
        lien foreclosure proceedings; and

     d. investigate the financial affairs of the Debtor.

Messner & Reeves will be paid based on the hourly rates of its
personnel:

        Nathan S. Merrill           $250
        Torben M. Welch             $250
        Paralegals                  $110
        Law Clerks                  $85

Torben M. Welch, an attorney with Messner & Reeves, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Parker, Colorado-based SGD Timber Canyon, LLC, filed for Chapter
11 bankruptcy protection on February 16, 2010 (Bankr. D. Colo.
Case No. 10-12804).  The Company estimated its assets and debts at
$10,000,001 to $50,000,000.


SPANSION INC: Addresses Objections to Reorganization Plan
---------------------------------------------------------
In response to objections to the releases under their Second
Amended Joint Plan of Reorganization, Spansion Inc. and its units
clarify that the Plan does not release any party from pending
claims, willful misconduct, gross negligence or claims objections
and do not extend to Spansion Japan Limited, its officers,
directors, employees, partners, members, managers and advisors.
Moreover, the Debtors note, their former officers, directors and
employees are not released under the Plan.  The Debtors maintain
that the Releases in the Plan are appropriate because:

  (1) the Debtors' current directors, officers and employees
      share an identity of interest with the Debtors such that
      an action brought against any of them regarding the
      discharge of their duties for the Debtors is in essence, a
      suit against the Debtors or will deplete the assets of the
      estates;

  (2) the Debtor Releasees have all substantially contributed to
      the Debtors' reorganization by actively participating in
      the restructuring of the Debtors' operations and the
      formulation of the Plan;

  (3) the Releases and exculpation provisions are critical to
      the success of the reorganized company for many reasons,
      but most importantly, the Debtors' present employees,
      directors and officers need to focus on the continued
      success of the Debtors' businesses, rather than face
      distractions from litigation;

  (4) the Debtors anticipate that a majority of their creditors
      will agree to the Releases and vote in favor of the Plan;
      and

  (5) distributions under the Plan will provide most of the
      Debtors' creditors with a significant recovery on their
      claims.

The Debtors relate that they have mutually resolved the Texas
Comptroller of Public Accounts' objection and expect that the
Objection be withdrawn.  In addition, the Debtors tell the Court
that they are working with Winbond Electronics Corporation to
resolve its objection and anticipate its withdrawal to be
forthcoming.  Finally, the Debtors have resolved the Objection of
the United States Customs and Border Protection  and expect it to
be withdrawn prior to the Confirmation Hearing as well.

               Convertible Committee's Proposal

According to the Debtors, the Ad Hoc Committee of Convertible
Noteholders' contention that the Debtors' backstop agreement
evidences bad faith is equally without basis.  On January 15,
2010, the Convertible Committee presented the Debtors with a
proposal from certain unspecified parties to acquire $112 million
shares of New Spansion Common Stock in lieu of the Rights
Offering and the Silver Lake backstop.

Upon receiving the Proposal, the Debtors contacted the
Convertible Committee to learn the identity of the parties making
the Proposal and discuss a number of concerns that the Debtors
had with the Proposal.  These concerns, the Debtors note,
included, among others, (i) the failure of the Proposal to
establish a floor for the per share purchase price, (ii) the
credit and other risks associated with the Proposal, (iii) the
fact that the Proposal would be in lieu of the Rights Offering
and thus would divest creditors of their participation rights,
and (iv) the delays and risks attendant with the Proposal
including, if it were accepted, the need to amend the Plan and
re-solicit acceptances.

The Convertible Committee responded with a revised proposal on
January 20, 2010.  According to the Debtors, the amended proposal
included a nominal floor on the per share purchase price, but
otherwise suffered from the same defects as the Proposal.  The
Debtors maintain that as a result of these continuing defects,
they have not pursued the revised proposal.

The Debtors tell the Court that they are also concerned about the
timing of, and motives behind, the Proposal and revised proposal.
The Debtors relate that the Convertible Committee has been an
active participant in their Chapter 11 cases since October 2009.
The fact that the Convertible Committee waited to make the
Proposal until mid-January in the midst of the Rights Offering
and mere weeks before the confirmation hearing raises serious
doubts about its motivation and tactics, the Debtors assert.

In a supplemental objection, the Convertible Committee tells the
Court that its members made a superior equity financing proposal
to the Debtors for $112,375,000 at a price per share equal to the
lesser of:

  (i) the price per share resulting from the implied equity
      value that is derived from an assumed total enterprise
      value of the Reorganized Debtors of $1.5 billion; or

(ii) if the total enterprise value of the reorganized Debtors
      resulting from a valuation confirmed by the Court is less
      than $1.5 billion, an amount equal to the price per share
      resulting from the implied equity value that is derived
      from the total enterprise value as confirmed by the Court,
      but in no event to be less than the price per share
      resulting from an assumed total enterprise value of the
      reorganized Debtors of $1.2 billion.

The Convertible Committee asserts that its proposal, even at its
lowest price, is materially higher than the Silver Lake backstop.
The Convertible Committee avers that the Debtors' entry into the
Backstop Right Purchase Agreement with Silver Lake is clearly the
result of insider dealing; is not "entirely fair"; and offends
traditional notions of the sound exercise of business judgment.

According to the Convertible Committee, Silver Lake and the
Debtors' management have developed closed ties, particularly
since Silver Lake first approach the Debtors in 2009.  The
Convertible Committee asserts that Silver Lake is a non-statutory
insider because:

  (a) it is purchasing Spansion trade terms;

  (b) its affiliate holds bondholder claims;

  (c) it has prepared with the Debtors and participated in
      presentations to bank investors;

  (d) it is acting as the Debtors' "equity sponsor" and is
      controlling the course of the Debtors' Chapter 11 cases
      and efforts to emerge from Chapter 11; and

  (e) it is to have control over the reorganized Debtors' Board
      of Directors and helped select the individuals who will
      act as claim agent under the Plan.

             Debtors Address Specific Objections

The Debtors also addressed each of objecting parties' concerns.

A. Convertible Committee

The Convertible Committee's objections regarding good faith, the
fair and equitable test, and third party releases are without
merit and should be overruled.  Nothing in the Bankruptcy Code
requires that avoidance actions or any other estate assets for
that matter be transferred to any entity other than the
Reorganized Debtors.  This objection speaks to the Convertible
Committee's dissatisfaction with the Plan and not any legal
defect or infirmity.

B. Ad Hoc Committee of Equity Security Holders

The Equity Committee generally asserts that the Debtors have not
complied with Sections 1129(a)(1) and (2) of the Bankruptcy Code
because the Plan itself does not comply with the Bankruptcy Code
and the Debtors, as proponent of the Plan, have also failed to
comply with the Bankruptcy Code.  The Debtors aver that the
Equity Committee's objections are meritless.   The Debtors note
that they have complied with Sections 1129(a)(1) and (2) of the
Bankruptcy Code by proposing a Plan that comports with the
Bankruptcy Code as a whole, and, as the proponent of the Plan,
the Debtors themselves have also complied with the applicable
provisions of the Bankruptcy Code.

C. AIG Commercial Equipment Finance, Inc.

The Debtors intend to assume the AIG contract and included the
AIG contract in the Contract/Lease Schedule pursuant to Debtors'
Second Amended Plan Of Reorganization, filed by the Debtors on
January 29, 2010.

D. International Business Machines Corporation

The transfer of ownership of the New Spansion Common Stock of
Reorganized Spansion Inc. under the Plan should not breach any
change of control provision in any executory contract of any of
the Debtors.  However, IBM's Objection would be relevant only if
a single entity obtained more than 50% of the shares of the
Reorganized Spansion Inc. pursuant to the Plan.  As a factual
matter, the Debtors do not believe that any single entity will
obtain ownership of a majority of the Reorganized Spansion Inc.
common stock pursuant to the Plan.  Therefore, IBM's Objection on
this basis is moot.

E. Joseph E. Rubino

Nothing in the Bankruptcy Code requires the settlement or
resolution of a claim as a prerequisite to the filing or
confirmation of the Plan.  Accordingly, the Mr. Rubino's
Objection should be overruled.

F. Longacre Opportunity Fund, LP

While the Debtors understand that creditors would like as much of
their distributions as quickly as possible, they must balance the
desire for expeditious resolution and Distribution with the sheer
amount of work that needs to be done and the paramount interest
of ensuring that only valid and legal Claims are ultimately
allowed.  Longacre also requests that the Debtors appoint a
person in charge of reconciling pending Claims and making
Distributions.  Longacre fails to cite any authority in support
of its request for that person.  However, the Debtors have agreed
with the Committee and the Senior Noteholders Group to amend the
Plan to provide for the appointment of a Claims Agent to handle
the Claims adjudication process.

G. Texas Comptroller of Public Accounts

The Texas Comptroller's objection to the Plan has been resolved
to the Texas Comptroller's satisfaction and the Debtors expect
that the Texas Comptroller will withdraw its objection.

H. The John Gorman 401(k)

The John Gorman's objections regarding good faith, valuation
and third party releases are without merit and should be
overruled.

I. US Bank, N.A.

US Bank's objections are unfounded and the subject of a
pending adversary proceeding before the Court.  US Bank's
objections are also moot.

J. United States Customs and Border Protection

The Objection of U.S. Customs has been resolved and the
Debtors expect that US Customs will withdraw its Objection
shortly.

K. United States Trustee

The United States Trustee's objections regarding third party
releases are without merit and should be overruled.

L. Winbond Electronics Corporation

The Objection of Winbond has been resolved and the Debtors
expect that Winbond will withdraw its Objection shortly.

M. Reservations of Rights by Bank of America

Bank of America filed a reservation of rights in the event
relevant documentation is not executed or agreed to prior to the
Confirmation Hearing.  The Debtors expect to enter into
documentation reasonably satisfactory to the Debtors and Bank of
America with respect to the Secured Credit Facility Claim
shortly.

O. Tessera, Inc.

Tessera's objection lacks merit.  Tessera's feasibility argument
relies on an overstatement of the amount of Spansion Japan's
administrative expense claim and Tessera's own alleged
administrative expense claim.  Furthermore, the Plan's treatment
of Tessera's alleged administrative expense claim complies with
Section 1129(A)(9)(a) of the Bankruptcy Code.  The Court should
therefore overrule the objection.

P. GE Japan Corporation and Spansion Japan

Contrary to the Japan Objectors' assertions, the Plan does meet
the best interests of creditors test.  While the Japan Objectors
highlight a section of the Debtors' liquidation analysis that
suggests a modest recovery for unsecured creditors under certain
circumstances, they fail to acknowledge that the most recent
update of the liquidation analysis projects no recovery for
unsecured creditors whatsoever.  Thus, under the Plan, Spansion
Japan is designated to receive exactly what it could hope to
recover in a hypothetical Chapter 7.

The Plan does not unfairly discriminate against Spansion Japan.
Spansion Japan itself has conceded that the Debtors have provided
it with the building blocks upon which it can reorganize in the
Spansion Japan Proceeding.  The Debtors' unsecured creditors
classified in Class 5 have made it abundantly clear that they
would not support the Debtors' reorganization in the event that
the Debtors permitted additional value to be transferred
to an insider like Spansion Japan.  In addition, the Debtors will
be unable to recover avoidable preferences from Spansion Japan in
the same manner that the Debtors can recover those preferences
from creditors in Class 5.  In the event Spansion Japan survives
its own reorganization, Spansion Japan will be a competitor of
the Debtors.  In short, the Debtors have articulated a valid
basis for Spansion Japan receiving no more value from the
Debtors' estates.

                     Objection Status Chart

A status chart that identifies each of the Objections with a
short summary of the substance of the objection and the status of
the Debtors' attempt to resolve the Objections is available for
free at http://bankrupt.com/misc/Spansion_AmStatusChart.pdf

Winbond Electronics subsequently withdrew its limited objection
to the Debtors' Plan.

                         *     *     *

The Court authorized Spansion Japan and the Convertible Committee
to file under seal certain exhibits to their Confirmation
Objection.

                 Randy Furr Files Declaration

Randy Furr, executive vice president and chief financial officer
of the Debtors, relates that the Debtors explored alternative
treatments of Spansion Japan with the Creditors Committee and
senior noteholders.  According to Mr. Furr, the Debtors designed
these alternative treatments in an effort to be sensitive to the
concerns of those creditor constituencies and also to provide
different treatment as to Spansion Japan.  He adds that the
Debtors negotiated with the Creditors' Committee and senior
noteholders in an effort to reach a consensus on the treatment of
the Rejection Damages Claim.

Mr. Furr notes that as a result of these discussions, the Debtors
did reclassify Spansion Japan in Class 5D.  The treatment of
class 5D, as described in the Plan filed on February 8, 2010,
provides a mechanism to move Spansion Japan to Class 5B in the
event that the Court grants Spansion Japan's motion to be
reclassified there.  Mr. Furr maintains that the Debtors are
unaware of any other solution that would reconcile the views of
the Creditors' Committee, on the one hand, and Spansion Japan, on
the other.

                    Rohm & Haas Objects

Rohm and Haas Electronic Materials CMP, Inc. and Rohm and Haas
Electronic Materials, LLC ask the Court to deny approval of the
Debtors' Disclosure Statement for failure to include adequate
information for the purposes of Section 1125(a) of the Bankruptcy
Code that would enable creditors to make an informed decision
about the Plan.

Martin J. Weiss, Esq., at Dilworth Paxson LLP, in Wilmington
Delaware, counsel for Rohm and Haas, contends that by filing the
Amended Plan after the deadline for objecting to confirmation of
the Plan had expired; after the Voting Deadline had expired; and
after the Debtors were precluded from amending the Contracts
List, the Debtors effectively denied creditors of any real
ability to protect themselves from the impact of the Amended Plan
on their interests.

"The provisions of Section 9.2 of the Amended Plan constitute a
material and adverse change with respect to any creditor that
received a payment during the applicable preference period," Mr.
Weiss asserts.  "The fact that the Debtors will not control the
preference actions is a relevant consideration to a creditor when
voting on the Plan," he adds.


                    About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Court Gives Final Nod for $450 Mil. Exit Facility
---------------------------------------------------------------
On a final basis, Bankruptcy Judge Kevin Carey authorized Spansion
Inc. and its debtor affiliates to enter into a Senior Secured Debt
Facility with Barclays Capital and Morgan Stanley Senior Funding,
Inc., as joint lead arrangers and Barclays Capital PLC as
administrative agent.

As previously reported, the Arrangers have agreed to structure,
arrange and syndicate a $450,000,000 Senior Secured Term Loan
Facility to be provided by lenders.

Pursuant to the Final Order, no security interest will be granted
in the Debtors' Patent Cross License Agreement with International
Business Machine Corporation or in the Debtors' other
intellectual property subject to the IBM Agreement in
contravention of the terms of the IBM Agreement.

All objections to the Final Order are overruled.

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

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

The Debtors' Plan of Reorganization provides the Debtors with the
option to select between two alternatives in dealing with the
claims of holders of prepetition floating rate notes.  The
Debtors can distribute cash, new senior notes in the aggregate
principal amount of $237,500,000 and new convertible notes in the
aggregate principal amount of $237,500,000 to holders of FRNs.
Alternatively, upon the satisfaction of certain conditions, the
Debtors can distribute additional cash to holders of the FRNs to
reduce in part or in full the principal amount of the New Senior
Notes and New Convertible Notes that would otherwise be
distributed to them under the first alternative.

The Debtors relate that their anticipated cash balances as of the
effective date of the Plan will be hundreds of millions of
dollars less than the amounts needed for them to exercise the
Cash Out Option to repay the FRN claims in full.  Thus, the
Debtors aver they will be in a position to exercise the Cash Out
Option only if they are able to raise a significant amount of
additional cash.

The Plan provides two mechanisms for the Debtors to raise cash:

  (i) The Plan provides for a rights offering pursuant to which
      the Debtors' unsecured creditors can acquire new common
      stock of Reorganized Spansion Inc. for an aggregate
      purchase price of approximately $109 million.

(ii) The Plan permits the Debtors to incur additional debt in
      an amount of up to $500 million though either the issuance
      of new debt securities or through a new term loan
      facility.

So long as they can consummate the Rights Offering and the New
Spansion Debt and satisfy the applicable requirements of the
Plan, the Debtors intend to exercise the Cash Out Option and
payoff the FRN claims in full.  The Debtors believe that they
will have a more sound and flexible capital structure post-
emergence from the Chapter 11 cases if they are able to exercise
the Cash Out Option, paying the FRN holders cash instead of
issuing the New Convertible Notes and the New Senior Notes to
them.

For a number of reasons, including the timeframe for securing the
New Spansion Debt, the Debtors, in consultation with the
Arrangers, concluded that the best option available to them to
attempt to secure the necessary funds to consummate the Cash Out
Option was to structure the New Spansion Debt as a secured,
syndicated term loan credit facility.

The salient terms of the Exit Financing Facility are:

  Borrower: Spansion LLC

  Joint Lead Arrangers/
  Joint Bookrunners:   Barclays Capital and Morgan Stanley

  Administrative Agent/
  Collateral Agent: Barclays Bank PLC

  Syndication Agent: Morgan Stanley

  Documentation Agent: Barclays Bank

  Term Facility: A senior secured term loan facility in an
  aggregate principal amount of up to $450,000,000

  Purpose: The proceeds of the Terms Facility will be used by
  the borrower as follows: (i) approximately $633,000,000 to
  fully discharge the claims of holders of the Senior Secured
  Floating Rate Notes due 2013, (ii) amounts necessary to pay
  Administrative Expense Claims and Priority Claims, and (iii)
  amounts necessary to pay fees and expenses related to the Term
  Facility.

  Termination: If (a) the Account Release Conditions are not met
  within 60 days of the Closing Date, (b) the Borrower, prior to
  that date, informs the Lenders in writing that the conditions
  will not be met, (c) the Term Loans are accelerated for any
  reason or (d) the Bankruptcy Court order approving fees and
  transactions contemplated is overturned, vacated or stayed,
  then a "termination date" will be deemed to have occurred and
  each Lender will be refunded directly from the Escrow Account
  its pro rata share of 100% of the aggregate principal amount
  of the Loans plus accrued interest thereon from the Closing
  Date through and including the Termination Date.  The
  remaining  balance in the Escrow Account will be distributed
  to the Borrower.

  Final Maturity and Amortization:  The Term Facility will
  mature on the date that is five years after the Closing Date,
  and will be payable in equal quarterly amounts of 1% per annum
  with the balance payable on the maturity date of the Term
  Facility.

  Counsel to the Arrangers and Administrative Agent: Dewey &
  LeBoeuf LLP

Redacted copies of the Term Sheet and Fee Letter with respect the
Exit Facility are available for free at:

     http://bankrupt.com/misc/Spansion_BarclaysFeeLetter.pdf
     http://bankrupt.com/misc/Spansion_BarclaysTermSheet.pdf

                        About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Opposes Spansion Japan Request for $761MM Reserve
---------------------------------------------------------------
Spansion Japan Limited filed its Claim No. 1165 for damages
resulting from the rejection of a Foundry Agreement with the
Debtors for $761,238,570 on January 15, 2009.

In the Debtors' proposed Plan of Reorganization, the Debtors
(a) purport to classify Spansion Japan's Rejection Damages Claim
separately from the other Class 5B general unsecured claims,
(b) seek to provide Spansion Japan with zero recovery on account
of its Rejection Damages Claim worth approximately $761 million,
and (c) seek to get away with failing to provide for a reserve to
protect Spansion Japan's interest during the liquidation and
final allowance of its Rejection Damages Claim following
confirmation.

By this motion, Spansion Japan asks the Court to determine the
proper classification of the Rejection Damages Claim and require
the Debtors to establish a reserve for distribution on account of
the Rejection Damages Claim in accordance with the procedures
established for holders of Class 5B claims under the Debtors'
plan of reorganization.

                  Debtors and Committee Object

The Debtors ask the Court to deny the Classification Motion to
the extent that it seeks to establish any reserves at the hearing
on confirmation of the Plan.  According to the Debtors, Spansion
Japan has not demonstrated any basis to shorten time to consider
the appropriateness of a reserve on an expedited basis.

Moreover, the Debtors maintain, a separate classification of the
Rejection Damages Claim is essential for consummation of the
Plan.

For its part, the Official Committee of Unsecured Creditors
asserts that Spansion Japan's request for an approximately
$761 million reserve is a wholly unnecessary and inefficient use
of estate resources because, as a matter of law, the Rejection
Damages Claim should be valued at zero.  Unless Spansion Japan
returns the Preferential Transfers to the Debtors, the Rejection
Damages Claim and any other claim asserted by Spansion Japan
against the Debtors should be disallowed in their entirety
pursuant to section 502(d) of the Bankruptcy Code, the Committee
asserts.

                GE Japan Responds to Objections

The objections by the Debtors and the Committee to the Rule 3013
motion offer up new excuses for a persistent problem -- the
Debtors' blatant discrimination against their largest unsecured
creditor, asserts Stuart M. Brown, Esq., at Edwards Angell Palmer
& Dodge LLP, in Wilmington, Delaware, counsel for GE Japan
Corporation.

"The pretenses that have been offered, and which have evolved
over time, provide no fig leaf to the Committee's self-interested
desire to hold down the denominator and increase the percentage
return to members of the Committee and other favored creditors,
nor do they excuse the Debtors' capitulation to the demands of
the Committee now that they have extracted the value they wanted
from the 9019 settlement with Spansion Japan," Mr. Brown adds.
He maintains that given the size of Spansion Japan's claim, a
reserve of stock is necessary to satisfy a claim of hundreds of
millions of dollars until the claim is resolved on its merits.

In a separate motion, GE Japan Corporation and the Spansion Japan
Limited Secured Lenders seek the Court's authority to file a non-
redacted version of the response and its related exhibits under
seal.  The documents sought to be filed under seal contain
information that GE Japan received in discovery and has been
marked as confidential by other parties pursuant to that certain
Stipulation and Order Governing Production and Exchange of
Confidential Material dated November 19, 2009.

                         Expert Report

Spansion Japan discloses that its expert witness, Jonathan
Vanderveen, will testify in support of the Classification Motion.
Mr. Vanderveen is a managing director at Alvarez & Marsal.

As detailed in his expert report, Mr. Vanderveen and his team
have concluded that of the approximately $208 million of cash
transfers from Spansion LLC to Spansion Japan during the year
prior to the Debtors' Petition Date, none of these transfers are
avoidable after application of the "new value defense" pursuant
to Section 547(c)(4) of the Bankruptcy Code.  Accordingly, the
total amount of avoidable transfers that Spansion LLC made to
Spansion Japan during the year prior to the Petition Date is $0,
the report adds.  Mr. Vanderveen's analysis has not considered
other potential defenses to the alleged avoidable transfers,
including, without limitation, the ordinary course defense
pursuant to Section 547(c)(2).

A full-text copy of Mr. Vanderveen's Expert Report is available
for free at http://bankrupt.com/misc/Spansion_Vanderveen.pdf

In a separate filing, Spansion Japan delivered to the Court a
list of deposition designations and exhibits to be offered by it
in connection with the hearing on the Classification Motion, a
full-text copy of this list is available for free at:

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

            GE Japan Files Response to Committee's
                   Objection under Seal

GE Japan Corporation sought and obtained the Court's approval to
file under seal a non-redacted version of its response to the
Committee's objection.  The documents that GE Japan sought to
file under seal contain information that GE Japan received in
discovery and has been marked as confidential by other parties.
Pursuant to that certain Stipulation and Order Governing
Production and Exchange of Confidential Material dated
November 19, 2009, GE Japan and the SJL Secured Lenders are
constrained to file the Response and the exhibits thereto under
seal and will contemporaneously file with the Court a redacted
version of the Response.

                  Randy Furr Files Declaration

Randy Furr relates that the Debtors have never had any ulterior
motives in deciding to separately classify the Rejection Damages
Claim.  He adds that the Debtors did not seek to obtain an
unfair advantage over Spansion Japan in connection with any past,
pending or future litigation with Spansion Japan.  The Debtors
also did not seek to force Spansion Japan into any particular
settlement of its Rejection Damages Claim.  In fact, there is
currently no proposal on the table by the Debtors with respect to
the Rejection Damages Claim.  Mr. Furr asserts that the Debtors
have valid reasons to differentiate between Spansion Japan, on
the one hand, and the creditors classified in Classes 5A, 5B and
5C, on the other hand.

Mr. Furr says the classification and treatment of Spansion Japan
as set forth in the current Plan is well supported by legitimate
business reasons.  Mr. Furr adds that the treatment of Spansion
Japan's Rejection Damages Claim is fair based on an analysis he
performed, comparing the treatment of Spansion Japan with the
treatment Spansion Japan might receive were it classified in
Class 5B.

                    About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Plan Confirmation Hearing Today
---------------------------------------------
The Bankruptcy Court will convene a hearing today, February 24, at
10:00 a.m. to consider confirmation of Spansion Inc. and its
debtor affiliates' plan of reorganization.

The hearing was originally scheduled for February 11, 2010.
However, in light of the Debtors' filing of a modified Second
Amended Joint Plan of Reorganization on February 8, 2010,
adjournment of the hearing was necessary to provide parties-in-
interest ample opportunity to object to the February 8 Plan.

Prior to the adjournment, Wilmington Trust Company, as successor
indenture trustee under an indenture dated as of June 12, 2006,
asked the U.S. Bankruptcy Court for the District of Delaware to
compel the Debtors to comply with Rule 2002(b) of the Federal
Rule of Bankruptcy Procedure, which provides that "all creditors
[shall receive]. . . not less than 28 days notice by mail of the
time fixed . . . for filing objections and the hearing to
consider confirmation of a . . . Chapter 11 . . . plan."

Counsel for Wilmington Trust, Mark E. Felger, Esq., at Cozen
O'Connor, in Wilmington, Delaware, argued that the February 8
Plan substantially and materially changes the Second Amended Plan
by eliminating the mechanism established to address a pending X-
Clause Litigation; and the Debtors propose to provide the
affected creditors only three days' notice of this critical
change embodied in the February 8 Plan.

The X-Clause Litigation refers to the complaint filed by U.S.
Bank National Association on October 19, 2009, seeking a
declaratory judgment that the Senior Noteholders are entitled to
the Class 5C Stock Allocation.

"If this Court holds a confirmation hearing on the February 8
Plan without appropriate notice to creditors, the Subordinated
Noteholders will be deprived of their statutorily mandated notice
period to review, and potentially to object to, the February 8
Plan," Mr. Felger told the Court.

Accordingly, Wilmington Trust asked the Court to adjourn
confirmation of the February 8 Plan and require the Debtors to
provide notice to the Subordinated Noteholders of the changes
proposed in the February 8 Plan.

Subsequently, Judge Carey ordered, in accordance with the
agreement reached by Wilmington Trust and the Debtors, that the
Debtors will provide the holders of 2.25% Exchangeable Senior
Subordinated Debentures Due 2016 with a supplemental notice of
the filing of the Debtors' Second Amended Joint Plan of
Reorganization dated February 8, which notice will advise the
Subordinated Noteholders that their deadline for objecting to the
Plan is February 22, 2010.

Pursuant to the Court's directive, a Supplemental Notice was
delivered to the Court on February 12, 2010.

                  Creditors Vote on Plan

Jane Sullivan, executive vice president of Epiq Bankruptcy
Solutions, LLC, disclosed with the Court voting results on
Spansion's Second Amended Plan dated December 16, 2009:

Voting             ACCEPT                     REJECT
Class       Amount       Number         Amount      Number
           -----------    ------      -----------    -------
  1        $12,249,451      1               $0            0
               100%       100%              0%           0%

  3       $512,939,999    119               $0            0
               100%       100%              0%           0%

5A       $190,500,000     49         $19,868,000         4
             90.56%      92.45%           9.44%       7.55%

5B       $400,882,508    127         $48,835,411        25
             89.14%      83.55%          10.86%      16.45%

5C       $11,479,830      5         $159,634,000        25
             6.71%       16.67%           93.29%      83.33%

5D             $0         0          $839,168,077       2
                0%         0%             100%          100%

Under the Second Amended Plan, only holders of claims in these
classes were entitled to vote to accept or reject the Plan:

      Class            Type of Claim
      -----            -------------
        1              Secured Credit Facility Claims
        3              FRN Claims
       5A              Senior Notes Claims
       5B              General Unsecured Claims
       5C              Exchangeable Debentures Claims
       5D              Spansion Japan Rejection Damages Claim

A list of all votes included in the tabulation is available for
free at http://bankrupt.com/misc/Spansion_TabInclude.pdf

The 68 ballots which were excluded from tabulation were either
(i) elected to Class 6, (ii) not filled out by record date
holders, (iii) duplicate, (iv) unverified whether the beneficial
holder was a record date holder, or (v) late filed.  A list of
all votes excluded from the tabulations is available for free at
http://bankrupt.com/misc/Spansion_TabExclude.pdf

A full-text copy of the Tabulation Results is available for free
at http://bankrupt.com/misc/Spansion_TabulationResults.pdf

               Modified Second Amended Plan

Spansion Inc. and its debtor affiliates' Modified Second Amended
Joint Plan of Reorganization dated February 8, 2010, adds, among
other things, a separate classification of Spansion Japan's
Rejection Damages Claims as Class 5D.

The February 8 Plan provides that holders of an Allowed Class 5D
Claim will receive no distribution under the Plan.  Class 5D is
impaired and is entitled to vote to accept or reject the Plan
pursuant to Section 1126 of the Bankruptcy Code.

In the event that the Court grants the motion of Spansion Japan
Limited for an order (I) determining the proper classification of
Spansion Japan's Rejection Damages Claim and (II) requiring the
Debtors to establish a reserve under the Plan for distributions
on account of Spansion Japan's Rejection Damages Claim to the
extent that the holders of an Allowed Class 5D Claim must receive
the same treatment afforded to holders of an Allowed Class 5B
Claim under the Plan, the holders of an Allowed Class 5D Claim
will be reclassified in Class 5B, subject to the operation of
Section 502(d) of the Bankruptcy Code.

In the event that, within 60 days after the effective date of the
Plan, an action is commenced against the Holder of a Class 5D
Claim under Chapter 5 of the Bankruptcy Code, including the
disallowance of that Class 5D Claim pursuant to Section 502(d),
no distributions on account of Class 5D Claims will be made
unless and until that action has been resolved by final order.

Pursuant to the February 8 Plan, the ad hoc consortium of holders
of the floating rate notes' professionals will be entitled to
assert a claim for reasonable services rendered and expenses
incurred in connection with the consummation of the Plan.  In the
event an appeal is pending from the Confirmation Order as of the
Effective Date, the Ad Hoc Consortium's professionals will be
entitled to compensation and reimbursement of expenses for
services related to that appeal; provided, however, that the Ad
Hoc Consortium's professionals will not be entitled to
compensation and reimbursement of expenses for services related
to that appeal if the Holders of FRN Claims have received the
Distributions.

The February 8 Plan also discloses that the Debtors have elected
to exercise the Cash Out Option, and on the Effective Date, the
Debtors will do so in lieu of issuing any New Senior Notes or New
Convertible Notes to holders of allowed Class 3 Claims.

Under the February 8 Plan, the Official Committee of Unsecured
Creditors and the informal group of holders of senior notes will
jointly designate a person or other entity, who will be
reasonably acceptable to the Debtors, to act as the agent for the
estates in evaluating and prosecuting (i) objections to disputed
claims in Classes 5A, 5B and 5C, and (ii) Avoidance Actions to
recover any alleged preferential transfers made to any entity
that received payments or transfers during the applicable "look
back" period and (iii) all actions brought pursuant to Section
510(c) of the Bankruptcy Code, except with respect to holders of
Designated Disputed Claims, Secured Credit Facility Claims, UBS
Credit Facility Claims, FRN Claims, Senior Note Claims,
Exchangeable Debentures Claims, Other Secured Claims and Claims
for Professional Compensation.

A full-text copy of the February 8 Plan is available for free at:

      http://bankrupt.com/misc/Spansion_Feb8Plan.pdf

A redlined copy of the February 8 Plan is available for free at:

      http://bankrupt.com/misc/Spansion_Feb8Redline.pdf

In a memorandum filed in support of their February 8 Plan, the
Debtors assured the Court that the modifications to the Plan do
not materially or adversely affect any holders of claims or
require resolicitation for the Plan.  According to the Debtors,
they have incorporated in the Plan certain modifications to the
December 16 Plan and have modified the Confirmation Order to
clarify certain provision of the December 16 Plan, to address
objections or concerns filed or asserted by third-parties, and to
resolve objections filed by various parties.

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

        http://bankrupt.com/misc/Spansion_Feb8Memo.pdf

                          Debtors File
              Revised Proposed Confirmation Order

In a separate filing, the Debtors delivered to the Court a
proposed order confirming their February 8 Plan.  The Revised
Proposed Order provides, among other things, the approval of:

(a) the Debtors' amendment of their contracts with SanDisk IL
     Ltd. pursuant to the Amendment to New Collaboration
     Agreement dated January 31, 2010; and

(b) the assumption of the New Collaboration Agreement dated
     May 1, 2006, which is entitled to the SSP Driver Software
     License Agreement, as amended by the SanDisk Amendment.

Under the proposed Confirmation Order and the SanDisk Amendment,
(i) the cure amount due with respect to the assumption of the
SanDisk Contracts will be $1,157,065, (ii) SanDisk will have an
allowed prepetition General Unsecured Claim for $1,166,123 due
under the SanDisk Contracts and a second allowed prepetition
General Unsecured Claim for $5,000,000 as a claim for rejection
damages, which claims will be the only prepetition, General
Unsecured Claims allowed to SanDisk, (iii) any and all claims or
proofs of claims which SanDisk asserted will be deemed modified
to assert only the SanDisk Claims and (iv) the ORNAND Driver
Software License Agreement is rejected and terminated.

In consideration of AT&T Corporation's waiver of any and all
cure amounts otherwise payable to it, the (i) AT&T Global
Services Inc. Claim No. 474 amounting to $15,802; and (ii) AT&T
Corp. Claim No. 593 amounting to $30,153, will be allowed General
Unsecured Claims.

Neither the Debtors' assumption of their executory contracts
with Robert Bosch GmbH and Robert Bosch LLC would alter or impair
any of Bosch's rights or remedies pertaining to product
warranties, product liability or other product-related claims,
and the reorganized Debtors will remain liable for those Product
Claims and responsible for the payment of those claims, subject
only to any defenses that the Debtors would have had to the
Product Claims under the assumed contracts if they had not been
debtors in the Chapter 11 cases or confirmed the Plan.

The Allowed Administrative Expense Claims in favor of Rohm and
Haas Electronics Materials CMP, Inc. and Rohm and Haas Electronic
Materials, LLC are not subject to disallowance under Section
502(d) of the Bankruptcy Code, in that those Claims were Allowed
by an Order of the Bankruptcy Court entered prior to the date of
the Confirmation Order.  Furthermore, nothing constitutes a
waiver by Rohm and Haas or precludes Rohm and Haas from asserting
any objection or defense which it may have to any demand, motion
or other action by any of the Debtors or the Reorganized Debtors
seeking, among other things, to have any claim asserted by Rohm
and Haas disallowed.

Treatment of the Claim of the Texas Comptroller of Public
Accounts:

     (a) Interest at the rate of 4.25% per annum will commence
         to accrue on the Allowed unpaid balance of the
         Comptroller's Claim on the Effective Date of the Plan
         until paid in full;

     (b) the Comptroller's claim will be paid in full in Cash,
         together with interest accrued, within 30 days after it
         becomes an Allowed Claim;

     (c) nothing provided in the Plan or the Confirmation Order
         will affect or impair any setoff rights of the
         Comptroller;

     (d) nothing provided in the Plan or the Confirmation Order
         will affect or impair any rights of the Texas
         Comptroller to pursue any non-debtor third parties for
         tax debts or claims;

     (e) the failure by the Reorganized Debtor to make a payment
         when due will constitute an event of default.  If the
         Reorganized Debtors fail to cure an Event of Default
         within 10 days after the receipt of written notice of
         that default from the Comptroller, then the Comptroller
         may accelerate all Allowed Claims and indebtedness
         due and exercise any and all rights and remedies
         available under applicable non-bankruptcy law.

The releases set forth in the Plan will not be deemed to waive or
release any claims which Winbond Electronics Corporation has or
may have against Spansion (Penang) Sdn. Bhd., or any other non-
debtor affiliate of the Debtors.

Nothing will impede or affect: (i) the ability of the Bureau of
Customs and Border Protection to make demand on, be paid by or
otherwise pursue any sureties that are jointly and severally
liable with the Debtors for any debt owed to Customs and
furthermore, nothing will release or discharge any claims against
non-debtor third parties or enjoin or restrain Customs from
enforcing any action against non-debtor third parties that may
arise as a result of the exercise of any Customs' police and
regulatory power; and (ii) the set-off and recoupment rights of
Customs and those rights are expressly preserved.

           Exhibits For Confirmation Hearing Filed

Spansion Japan Limited tells the Court that it may offer to the
Confirmation Hearing any of the deposition testimony Randy W.
Furr dated January 26, 2010.  Spansion Japan will also offer,
among others, these exhibits as evidence:

* Spansion Japan's Second Amended Notice of Deposition Directed
   to the Debtors;

* Skadden Arps Slate Meagher & Flom, LLP, Correspondence to
   Robert Hamilton dated January 18, 2010;

* E-mail from John Kispert to Nate Sarkisian dated October 16,
   2009;

* E-mail from Michael Lurey to Luc Despins dated November 22,
   2009;

* Spansion Unsecured Creditors Presentation dated December 22,
   2009

* Order Approving Settlement between Spansion LLC and Spansion
   Japan, including Term Sheet dated January 29, 2010.

GE Japan Corporation tells the Court that it expects to offer the
deposition testimony of Randy Furr at the Confirmation Hearing.
GE Japan will also submit to the hearing exhibits containing,
among others:

* Spansion Inc. Form 10-Q for the period ended September 27,
   2009, filed on December 31, 2009

* Transcript of January 26, 2006 deposition of Randy Furr

* Letter from Van C. Durrer II to Robert W. Hamilton dated
   January 18, 2010

* Email from John Kispert to Nate Sarkisian dated October 26,
   2009

* Email from Michael Lurey to Luc Despins dated November 22,
   2009

The Ad Hoc Committee of Equity Security Holders informs the Court
that it may call Jonathan Brownstein as a witness.  Moreover, the
Ad Hoc Committee may offer as evidence these exhibits:

  * Convert Committee's Motion to Vacate Disclosure Statement
    Order, dated January 22, 2010

  * Ad Hoc Committee's First Request for Documents

  * September 2009 Creditor Presentation

  * Transcript of January 12, 2010 Bank Meeting

  * Owsley Report in Support of Confirmation, submitted
    January 20, 2010

The Debtors, for their part, notify the Court that they will
offer these witnesses in support of the confirmation of Plan:

  * Don Devost
  * Nate Sarkisian
  * Randy Furr
  * Thora Thoroddsen
  * John Kispert
  * Todd Sirras
  * Henry Owsley
  * John Brincko

The Debtors will also present exhibits at the Confirmation
Hearing, a list of which is available for free at:

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

The Ad Hoc Committee of Floating Rate Noteholders tells the Court
that it reserves its rights to cross-examine any witness
identified by any party, and to use at trial any exhibit
identified by any party.

The Ad Hoc Committee of Convertible Noteholders submitted with
the Court an amended list of exhibits for the Confirmation
Hearing, a copy of which is available for free at:

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

The Convertible Noteholders said it will offer these witnesses at
the Confirmation Hearing:

  * Richard Morgner
  * Randy Furr
  * Nathan Sarkisian
  * Donald Devost
  * Luc A. Despins
  * Greg Poncetta

The informal group of certain holders of the 11.25% Senior Notes
due 2016 proposes to offer Michael Genereux as a witness.

The Informal Group also submitted a list of exhibits containing,
among others:

  * Expert Report of Henry Owsley
  * Blackstone Report Project Density
  * Jefferies Report Enterprise Valuation Report
  * Oppenheimer Critique of Expert Reports
  * Expert Rebuttal Report of Henry Owsley

                    About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPHERIS INC: Committee Slows Down Bid Procedures Hearing
--------------------------------------------------------
The newly formed Official Committee of Unsecured Creditors Inc. in
Spheris Inc.'s cases was granted an adjournment of hearings that
had been scheduled for last week.  The hearings for final approval
of financing and approval of bidding procedures will take place
this week.

Spheris has a contract for the sale of the business to
subsidiaries of CBay Holding Ltd. for $75.25 million cash, absent
a higher bid at auction.  The bankruptcy judge already gave
interim authority to borrow $7.5 million under a proposed
$15 million loan.

                           About Spheris

Based in Franklin, Tennessee, Spheris Inc. --
http://www.spheris.com/-- is a global provider of clinical
documentation technology and services.

Spheris Inc., along with five affiliates, filed for Chapter 11 on
Feb. 3, 2010 (Bankr. D. Del. Case No. 10-10352).  Matthew Barry
Lunn, Esq., and Ryan M. Bartley, Esq., at Young Conaway Stargatt &
Taylor, LLP, represent the Debtors in their Chapter 11 effort.
The petition says that assets range from $50,000,001 to
$100,000,000 while debts range from $100,000,001 to $500,000,000.


SRKO FAMILY: Files for Chapter 11 Bankruptcy in Denver
------------------------------------------------------
Rich Laden at The Gazette reports SRKO Family Limited Partnership
filed for Chapter 11 protection in the U.S. Bankruptcy Court in
Denver to reorganize its finances.

SRKO Family Limited Partnership is a property developer.  The
Company said it owes $32 million to Richardson's Sunshine Home
Development.

The Gazette notes the Company failed to include a full list of
creditors and other financial data.  The Company has until March
5, 2010, to filed these requirements.


STERLING MINING: Court Extends Exclusivity Period Until June 4
--------------------------------------------------------------
The Hon. Terry L. Myers of the U.S. Bankruptcy Court for the
District of Idaho has extended, at the behest of Sterling Mining
Company, the exclusive period to solicit acceptances and
confirmation of its plan of reorganization until June 4, 2010.

The Court has overruled an objection by Sunshine Precious Metals,
Inc., to extend the exclusivity period.  According to Sunshine
Precious, the Debtor's extension motion was filed on January 2,
2010, which was 309 days after the petition was filed, and that
the Debtor's request for an extension should have been made within
180 days after the petition date.  Sunshine Precious claims that
the Debtor's bankruptcy case has turned into a bidding contest for
the stock of the reorganized debtor.

Sunshine Precious was represented by Holland & Hart LLP.

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company. Sterling is engaged
in the business of acquiring, exploring, developing and mining
mineral properties primarily those containing silver and
associated base and precious metals. Sterling operates the
Sunshine Silver Mine in Idaho and has exploration projects in
Idaho, U.S.A. Sterling was incorporated under the laws of the
State of Idaho on February 3, 1903 and its common shares are
currently listed on the OTCBB: SRLMQ and Frankfurt Stock Exchange:
SMX.

Sterling is currently a debtor-in-possession in Chapter 11
Bankruptcy in the District of Idaho, U.S.A. Sterling Mining filed
for bankruptcy protection on March 3, 2009 (Bankr. D. Idaho Case
No. 09-20178).  Bruce A. Anderson, Esq., at Elsaesser Jarzabek
Anderson Marks Elliott & McHugh, Chartered represents the Debtor
as counsel.

As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.  In its schedules,
the Debtor listed total assets of $11,706,761 and total debts of
$14,159,010.


STERLING MINING: Goldman Sachs Group Owns 4.2% of Common Stock
--------------------------------------------------------------
The Goldman Sachs Group, Inc. and Goldman, Sachs & Co. have ceased
to be the beneficial owners of more than 5% of Sterling Mining
Company's common stock, par value $0.05 per share.

The reporting persons disclosed that that as of December 31, 2009,
they may be deemed to beneficially own shares of Sterling Mining
Company's common stock:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
The Goldman Sachs Group, Inc.           1,661,000       4.2%
Goldman, Sachs & Co.                    1,661,000       4.2%

The CUSIP number of the Common Stock is 895410102.

A full-text copy of The Goldman Sachs Group's amended Schedule 13G
is available for free at http://researcharchives.com/t/s?5491

                      About Sterling Mining

Based in Coeur d'Alene, Idaho, Sterling Mining Company (OTCBB:SRLM
and FSE:SMX) -- http://www.SterlingMining.com/-- is a mineral
resource development and exploration company. Sterling is engaged
in the business of acquiring, exploring, developing and mining
mineral properties primarily those containing silver and
associated base and precious metals. Sterling operates the
Sunshine Silver Mine in Idaho and has exploration projects in
Idaho, U.S.A. Sterling was incorporated under the laws of the
State of Idaho on February 3, 1903 and its common shares are
currently listed on the OTCBB: SRLMQ and Frankfurt Stock Exchange:
SMX.

Sterling is currently a debtor-in-possession in Chapter 11
Bankruptcy in the District of Idaho, U.S.A. Sterling Mining filed
for bankruptcy protection on March 3, 2009 (Bankr. D. Idaho Case
No. 09-20178).  Bruce A. Anderson, Esq., at Elsaesser Jarzabek
Anderson Marks Elliott & McHugh, Chartered represents the Debtor
as counsel.

As of September 30, 2008, Sterling Mining had $31.9 million in
total assets, and $13.2 million in total current liabilities and
$1.6 million in total long-term liabilities.  In its schedules,
the Debtor listed total assets of $11,706,761 and total debts of
$14,159,010.


STEVE RIGGS: Files for Chapter 11 Bankruptcy
--------------------------------------------
Dusty Ricketts at Daily News reports that Steve Riggs filed for
Chapter 11 bankruptcy, citing assets between $1 million and
$10 million, and debts between $10 million and $50 million.

Daily News relates that the filing came after Mr. Riggs invested
million of money in a failed large-scale residential community on
the north end of Okaloosa County, in Florida.  Mr. Riggs ceased
development on the project after he personally lost roughly $6.5
million.


SUNRISE SENIOR LIVING: Extends Wells Fargo Loans to Dec. 1
----------------------------------------------------------
Sunrise Pasadena CA Senior Living LLC and Sunrise Pleasanton CA
Senior Living L.P. entered into a modification agreement dated
February 10, 2010, with Wells Fargo Bank, National Association
regarding a Loan Agreement dated September 28, 2007.

In addition, on February 12, 2010, Sunrise Monterey Senior Living,
LP entered into a modification agreement dated February 10, 2010,
with Wells Fargo regarding that certain Building Loan Agreement
dated April 10, 2008.

Sunrise Pasadena and Sunrise Pleasanton own undeveloped land
respectively located in Pasadena and Pleasanton, California, and
Sunrise Monterey owns land located in Monterey, California, on
which it operates an assisted living community.  Sunrise Pasadena,
Sunrise Pleasanton and Sunrise Monterey are consolidated
subsidiaries of Sunrise Senior Living, Inc.

The Pasadena/Pleasanton Modification Agreement, among other
matters:

   i) extended the maturity date of the previously matured
      Pasadena/Pleasanton Loan Agreement to the earlier of:

      a) December 1, 2010 and

      b) the maturity date of Sunrise's revolving bank credit
         agreement;

  ii) established the terms and conditions on which a further
      maturity extension to April 1, 2011 may be available

iii) waived defaults under the Pasadena/Pleasanton Loan
      Agreement

  iv) provided for a $5 million principal payment to be made by
      the Pasadena/Pleasanton Borrowers at closing;

   v) provided for an additional $5 million principal payment to
      be made on or before July 31, 2010

  vi) established certain minimum release prices for the sale of
      the Pasadena/Pleasanton Properties and expressly permitted
      proceeds from the sale of such properties to be used to make
      the $5 million prepayment due on July 31, 2010

vii) required the Pasadena/Pleasanton Borrowers to guarantee on a
      secured basis Sunrise Monterey's obligations under the
      Monterey Loan Agreement

viii) modified the financial covenants applicable to Sunrise to
      make them consistent with the financial covenants under the
      Parent Credit Agreement

  ix) provided for additional reporting requirements; and

   x) increased the interest rate on amounts outstanding to LIBOR
      plus 3.00%.

As of February 12, 2010, there was approximately $16.9 million in
outstanding borrowings under the Pasadena/Pleasanton Loan
Agreement.  The Pasadena/Pleasanton Borrowers' obligations under
the Pasadena Loan Agreement are secured by mortgages on the
Pasadena/Pleasanton Properties and the Monterey Property and are
guaranteed by Sunrise and Sunrise Monterey.

The Monterey Modification Agreement, among other matters, (i)
modified the maturity date of the Monterey Loan Agreement to the
earlier of (a) April 1, 2011 and (b) the maturity date of the
Parent Credit Agreement, (ii) modified the terms and conditions on
which a further maturity extension to April 1, 2012 may be
available, (iii) waived defaults under the Monterey Loan
Agreement, (iv) required Sunrise Monterey to guarantee on a
secured basis the Pasadena/Pleasanton Borrowers' obligations under
the Pasadena/Pleasanton Loan Agreement, (v) revised certain
financial and operating covenants, (vi) provided for additional
reporting requirements, and (vii) increased the interest rate on
amounts outstanding to LIBOR plus 3.00% (with an all-in floor of
3.50%).

As of February 12, 2010, there was approximately $35.1 million in
outstanding borrowings under the Monterey Loan Agreement.  Sunrise
Monterey's obligations under the Monterey Loan Agreement are
secured by mortgages on the Monterey Property and the
Pasadena/Pleasanton Properties and are guaranteed by Sunrise and
the Pasadena/Pleasanton Borrowers.

In connection with the modification of both the
Pasadena/Pleasanton Loan Agreement and the Monterey Loan
Agreement, an $85,313 one-time fee was paid to Wells Fargo on
February 12, 2010.  The foregoing description of the
Pasadena/Pleasanton Modification Agreement and the Monterey
Modification Agreement is qualified in its entirety by reference
to the full text of the Pasadena/Pleasanton Modification Agreement
and the Monterey Modification Agreement, which are attached hereto
as Exhibits 10.1 and 10.3 and are incorporated herein by
reference.

                    About Sunrise Senior

McLean, Virginia-based Sunrise Senior Living --
http://www.sunriseseniorliving.com/-- employs 40,000 people.  As
of November 9, 2009, Sunrise operated 403 communities in the
United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of approximately 41,500 units.  Sunrise
offers a full range of personalized senior living services,
including independent living, assisted living, care for
individuals with Alzheimer's and other forms of memory loss, as
well as nursing and rehabilitative services.  Sunrise's senior
living services are delivered by staff trained to encourage the
independence, preserve the dignity, enable freedom of choice and
protect the privacy of residents.

At Sept. 30, 2009, the Company had total assets of $1.096 billion
against total liabilities of $1.092 billion.  At Sept. 30, 2009,
Sunrise had a retained loss of $471.4 million and stockholders'
deficit of $87,000.  With non-controlling interest of
$4.1 million, Sunrise had total equity of $4.0 million at
September 30, 2009.  Moreover, Sunrise's September 30 balance
sheet showed strained liquidity: The company had $373.6 million in
total current assets against $860.5 million in total current
liabilities.


TALBOT INC: BPW Acquisition Stockholders Approve Merger
-------------------------------------------------------
BPW Acquisition Corp. announced that at a special meeting of
stockholders held February, BPW's stockholders voted to adopt the
Agreement and Plan of Merger, as amended on February 16, providing
for the acquisition of BPW by The Talbots, Inc.

Based on preliminary voting results from the independent inspector
of elections, approximately 91 percent of votes cast were in favor
of the merger proposal. Additionally, less than one percent of
shares outstanding elected to convert their shares into cash.

During business proceedings at today's special meeting,
stockholders also approved the following resolutions:

  -- The pre-closing certificate amendment proposal, which extends
     BPW's corporate existence by two months, to twenty-six months
     in total from the date of its initial public offering; and

  -- The post-closing certificate amendment proposal, which
     provides for the amendment and restatement of BPW's
     certificate of incorporation to provide for the perpetual
     existence of BPW and to eliminate provisions of the BPW
     certificate of incorporation related to BPW's operation as a
     blank check company.

"We are pleased that our stockholders have voted in support of
this transaction, which is uniquely designed to enhance value for
shareholders of both BPW and Talbots," said Gary S. Barancik,
Chief Executive Officer of BPW.  "We believe the merger of BPW and
Talbots provides Talbots with the strategic capital necessary to
strengthen its balance sheet and support future growth, while
giving BPW stockholders and warrantholders the opportunity to
participate in the growth of Talbots, one of the country's best-
known specialty retailers of women's apparel."

As previously disclosed, Talbots will promptly commence an
exchange offer for existing BPW warrants held by public
warrantholders.

The proposed transaction remains subject to customary closing
conditions, the receipt of necessary financing by Talbots and the
completion of the warrant exchange offer on the terms described in
the merger agreement.  BPW expects the transaction to close during
the first calendar quarter of 2010.

                    About BPW Acquisition Corp.

BPW Acquisition Corp. is a special purpose acquisition company
formed in 2008 for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or other similar business combination with one or more operating
businesses

                        About Talbots Inc.

Hingham, Massachusetts-based The Talbots, Inc. (NYSE:TLB) is a
specialty retailer and direct marketer of women's apparel, shoes
and accessories.  At the end of third quarter 2009, the Company
operated 589 Talbots brand stores in 46 states, the District of
Columbia, and Canada.  Talbots brand on-line shopping site is
located at http://www.talbots.com/

As of October 31, 2009, the Company had $839,703,000 in total
assets, including $479,741,000 in total current assets, against
total current liabilities of $483,687,000; long-term debt less
current portion of $20,000,000; related party debt less current
portion of $241,494,000; deferred rent under lease commitments of
$124,126,000; deferred income taxes of $28,456,000; other
liabilities of $132,501,000; resulting in stockholders' deficit of
$190,561,000.


TRIBUNE CO: Court Won't Dismiss Beatty's Suit Over Dick Tracy
-------------------------------------------------------------
Judge Dean D. Pregerson of the U.S. District Court for the Central
District of California has denied Tribune Media Services Inc.'s
motion to dismiss Warren Beatty's lawsuit over ownership of the
cartoon character Dick Tracy and various works embodying that
character and denied Mr. Beatty's request to sanction Tribune for
filing the motion to dismiss.

To recall, Mr. Beatty filed a lawsuit against Tribune on
November 20, 2008.  The Complaint alleges that there is a dispute
between the parties as to whether Tribune is entitled to effect a
reversion of the Dick Tracy Rights and a judicial declaration as
to this dispute is necessary in order for the parties to know
their respective rights in and to the Dick Tracy property.

Tribune filed the motion to dismiss arguing that the case or
controversy requirement is not satisfied because the action is
moot.

The California Court concludes that there is a substantial
controversy between the parties warranting the issuance of a
declaratory judgment.  However, because the prayer for declaratory
relief is not a model of clarity, the Court declines to sanction
Tribune for filing the motion to dismiss.

                         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: Gets Nod of Faggio & New Haven Settlements
------------------------------------------------------
Tribune Co. and its units won approval from the.S. Bankruptcy
Court for the District of Delaware of:

  (i) a settlement agreement between Debtor The Hartford Courant
      Company and Jennifer Faggio, both individually and as the
      Conservator of the Estate of Andrew Faggio; and

(ii) a settlement agreement between the Hartford Courant and
      the City of New Haven.

Ms. Faggio commenced a personal injury action in the Superior
Court of the Middlesex Judicial District at Middletown Connecticut
on December 29, 2004.  Ms. Faggio filed a Third Amended Complaint
against Leon Brown and Hartford Courant alleging injuries on
account of an incident occurring on or about January 31, 2003,
involving the operation of a motor vehicle by an alleged employee
of Hartford Courant.  It is claimed in the State Court Action
that, as a result of the incident, Mr. Faggio has been
hospitalized in a minimally conscious state.

At the time of the incident, Debtor Tribune Company, the ultimate
parent company of Hartford Courant, maintained certain insurance
policies applicable to Hartford Courant.  The deductible
obligation in connection with the insurance coverage is
$1 million.  As of the Petition Date, the Debtors had expended
approximately $522,298 in relation to insurance deductible
obligations under the insurance coverage to the State Court
Action, leaving a remaining insurance deductible of $477,701.

The City of New Haven subsequently moved to intervene in the State
Court Action as an intervening plaintiff asserting a worker's
compensation lien arising from amounts it has expended as a result
of the January 21, 2003 incident.

On January 22, 2010, the Hartford Courant and Ms. Faggio entered
into the Settlement Agreement pursuant to which the Debtors'
insurers will pay to Ms. Faggio the sum of $5,579,478 and the
Debtors' insurers will pay to the City of New Haven the sum of
$2,000,000 in satisfaction of a worker's compensation lien held by
the City of New Haven.

Ms. Faggio has agreed that neither the Hartford Courant nor any of
the Debtors will pay any portion of the Total Settlement Amount
and no portion of the Total Settlement Amount will be enforced
against any property or assets belonging to the Hartford Courant
or any other Debtor.

                         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)


TVI CORP: Newland Capital Reports Zero Equity Stake
---------------------------------------------------
Newland Capital Management, LLC, Newland Master Fund, Ltd.,
Newland Offshore Fund, Ltd., Ken Brodkowitz, and Michael Vermut
disclosed that as of December 31, 2009, they have ceased to own
any shares of TVI Corporation's common stock, par value $0.01 per
share.

A full-text copy of Newland Capital Management's amended Schedule
13G is available for free at http://researcharchives.com/t/s?5492

                      About TVI Corporation

Headquartered in Glenn Dale, Maryland, TVI Corporation --
http://www.tvicorp.com/-- supplies military and civilian
emergency first responder and first receiver products, personal
protection products and quick-erect shelter systems.  The products
include powered air-purifying respirators, respiratory filters and
quick-erect shelter systems used for decontamination, hospital
surge systems and command and control.  The users of these
products include military and homeland defense/homeland security
customers.

The Company and two of its affiliates filed for Chapter 11
protection on April 1, 2009 (Bankr. D. Md. Lead Case No.
09-15677).  Christopher William Mahoney, Esq., Jeffrey W. Spear,
Esq., and Joel M. Walker, Esq., at Duane Morris LLP, represent the
Debtors in their restructuring efforts.  Alan M. Grochal, Esq.,
and Maria Ellena Chavez-Ruark, Esq., at Tydings and Rosenberg,
serve as counsel to the official committee of unsecured creditors.
When the Debtor filed for protection from its creditors, it listed
$10 million to $50 million in assets and $1 million to $10 million
in debts.


UAL CORP: Board Appoints Wendy Morse to HR Committee
----------------------------------------------------
The Board of Directors of UAL Corporation approved the
recommendation of the Nominating/Governance Committee to appoint
Captain Wendy J. Morse to serve on the Human Resources Committee
and the Public Responsibility Committee of the Board.  Captain
Morse was elected as a new member of the Board of Directors of UAL
Corporation effective Jan. 1, 2010.

                   About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.  (United Airlines
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.


US AIRWAYS: Ameriprise Discloses 3.45% Equity Stake
---------------------------------------------------
Ameriprise Financial, Inc., disclosed with the U.S. Securities and
Exchange Commission on February 12, 2010, that it beneficially
owns 5,550,437 shares of US Airways Group, Inc. common stock
representing 3.45% of US Airways stock outstanding.  Ameriprise
notes that it has shared voting power with respect 120,907 shares
and shared dispositive power over the 5,550,437 shares.

Similarly, RiverSource Investments, LLC, disclosed that it
beneficially owns 5,550,437 shares of US Airways Group, Inc.
common stock representing 3.45% of US Airways stock outstanding.
It also has shared voting power with respect 120,907 shares and
shared dispositive power over the 5,550,437 shares.

Ameriprise Financial, as the parent company of RiverSource
Investments, may be deemed to beneficially own the shares
reported by RiverSource Investments.  Accordingly, the shares
reported by Ameriprise Financial include those shares separately
reported by RiverSource Investments.

As of February 12, 2010, there were 161,118,427 shares of US
Airways Group, Inc. common stock outstanding.

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

Reorganized US Airways reported, on a GAAP basis, a net loss of
$205 million, or ($1.54) per share for 2009, following a net loss
of $2.2 billion, or ($22.11) per share, in 2008.

As of Dec. 31, 2009, reorganized US Airways had total assets of
$7,454,000,000 against debts of $7,809,000,000, for a
stockholders' deficit of $355,000,000.

In February, Moody's Investors Service affirmed the 'Caa1'
Corporate Family and Probability of Default ratings of US Airways
Group, Inc., and the SGL-4 Speculative Grade Liquidity rating.

US Airways Group carries a 'CCC' issuer default rating from Fitch.


US AIRWAYS: FMR LLC Discloses 10.523% Stake
-------------------------------------------
In an amended 13G filing with the U.S. Securities and Exchange
Commission on February 16, 2010, FMR LLC disclosed that it
beneficially owns 16,973,336 shares of US Airways Group, Inc.
common stock representing 10.523% of shares outstanding.
FMR has sole power to vote or to direct the vote with respect
1,078,801 shares, and the sole power to dispose or to direct the
disposition of 16,973,336 shares.

Separately, Edward C. Johnson 3d disclosed ownership of
16,973,336 shares representing 10.523% of shares outstanding.

As of February 12, 2010, there were 161,118,427 shares of US
Airways Group, Inc. common stock outstanding.

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 15,896,735 shares or 9.855% of the Common Stock outstanding of
US Airways Group, Inc. as a result of acting as investment
adviser to various investment companies registered under Section
8 of the Investment Company Act of 1940.  The number of shares of
Common Stock of US Airways Group, Inc. owned by the investment
companies at December 31, 2009, included 199,378 shares of Common
Stock resulting from the assumed conversion of $4,810,000
principal amount of US AIRWAYS GRP 7 9/30/20 (41.4508 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
15,896,735 shares owned by the Funds.

Members of the family of Edward C. Johnson 3d, Chairman of FMR
LLC, are the predominant owners, directly or through trusts, of
Series B voting common shares of FMR LLC, representing 49% of the
voting power of FMR LLC.

The Johnson family group and all other Series B shareholders
have entered into a shareholders' voting agreement under
which all Series B voting common shares will be voted in
accordance with the majority vote of Series B voting common
shares.  Accordingly, through their ownership of voting
common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a
controlling group with respect to FMR LLC.

Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC,
has the sole power to vote or direct the voting of the shares
owned directly by the Fidelity Funds, which power resides with
the Funds' Boards of Trustees.  Fidelity carries out the voting
of the shares under written guidelines established by the Funds'
Boards of Trustees.

FIL Limited and various foreign-based subsidiaries provide
investment advisory and management services to a number of non-
U.S. investment companies and certain institutional investors.
FIL, which is a qualified institution under Section 240.13d-
1(b)(1)(ii), is the beneficial owner of 1,076,601 shares or
0.667% of the Common Stock outstanding of the Company.

Partnerships controlled predominantly by members of the family of
Edward C. Johnson 3d, Chairman of FMR LLC and FIL, or trusts for
their benefit, own shares of FIL voting stock with the right to
cast approximately 47% of the total votes which may be cast by
all holders of FIL voting stock.  FMR LLC and FIL are separate
and independent corporate entities, and their Boards of Directors
are generally composed of different individuals.

FMR LLC and FIL are of the view that they are not acting as a
"group" for purposes of Section 13(d) under the Securities
Exchange Act of 1934 and that they are not otherwise required to
attribute to each other the "beneficial ownership" of securities
"beneficially owned" by the other corporation within the meaning
of Rule 13d-3 promulgated under the 1934 Act.  Therefore, they
are of the view that the shares held by the other corporation
need not be aggregated for purposes of Section 13(d).

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

Reorganized US Airways reported, on a GAAP basis, a net loss of
$205 million, or ($1.54) per share for 2009, following a net loss
of $2.2 billion, or ($22.11) per share, in 2008.

As of Dec. 31, 2009, reorganized US Airways had total assets of
$7,454,000,000 against debts of $7,809,000,000, for a
stockholders' deficit of $355,000,000.

In February, Moody's Investors Service affirmed the 'Caa1'
Corporate Family and Probability of Default ratings of US Airways
Group, Inc., and the SGL-4 Speculative Grade Liquidity rating.

US Airways Group carries a 'CCC' issuer default rating from Fitch.


US AIRWAYS: Had $1.3 Billion Cash at End of Year
------------------------------------------------
US Airways Group Inc. has filed its annual report on Form 10-K
with the U.S. Securities and Exchange Commission.

                     US Airways Group, Inc.
              Condensed Consolidated Balance Sheet
                   As of December 31, 2009

Assets
Current Assets
  Cash and cash equivalents                     $1,299,000,000
  Restricted cash                                            0
  Accounts receivable, net                         285,000,000
  Materials and supplies, net                      227,000,000
  Prepaid expenses and other                       520,000,000
                                               ---------------
Total current assets                             2,331,000,000
Property and equipment
  Flight equipment                               3,852,000,000
  Ground property and equipment                    883,000,000
  Less accumulated depreciation and amort.      (1,151,000,000)
                                               ---------------
                                                 3,584,000,000
  Equipment purchase deposits                      112,000,000
                                               ---------------
  Total property and equipment                   3,696,000,000
Other assets
  Other intangibles, net                           503,000,000
  Restricted cash                                  480,000,000
  Investments in marketable securities             203,000,000
  Other assets, net                                241,000,000
                                               ---------------
     Total other assets                          1,427,000,000
                                               ---------------
        Total assets                            $7,454,000,000

Liabilities and Stockholders' Deficit

Current liabilities
  Current maturities of debt and capital leases   $502,000,000
  Accounts payable                                 337,000,000
  Air traffic liability                            778,000,000
  Accrued compensation and vacation                178,000,000
  Accrued taxes                                    141,000,000
  Other accrued expenses                           853,000,000
                                               ---------------
     Total current liabilities                   2,789,000,000
Noncurrent liabilities and deferred credits
  Long-term debt and capital leases              4,024,000,000
  Deferred gains and credits, net                  377,000,000
  Employee benefit liabilities and other           619,000,000
                                               ---------------
Total noncurrent liabilities & deferred credits  5,020,000,000

Stockholders' Deficit
Common stock                                         2,000,000
Additional paid-in capital                       2,107,000,000
Accumulated other comprehensive income              90,000,000
Accumulated deficit                             (2,541,000,000)
Treasury stock                                     (13,000,000)
                                               ---------------
  Total stockholders' equity                      (355,000,000)
                                               ---------------
Total liabilities and stockholders' equity      $7,454,000,000

                    US Airways Group, Inc.
         Condensed Consolidated Statement of Operations
           For Three Months Ended December 31, 2009

Operating revenues:
  Mainline passenger                            $1,660,000,000
  Express passenger                                647,000,000
  Cargo                                             33,000,000
  Other                                            286,000,000
                                               ---------------
Total operating revenues                         2,626,000,000

Operating expenses:
  Aircraft fuel and related taxes                  511,000,000
  Loss(gain) on fuel hedging instruments, net                0
  Salaries and related costs                       512,000,000
  Express expenses
    Fuel                                           171,000,000
    Other                                          465,000,000
  Aircraft rent                                    173,000,000
  Aircraft maintenance                             168,000,000
  Other rent and landing fees                      138,000,000
  Selling expenses                                  91,000,000
  Special items, net                                33,000,000
  Depreciation and amortization                     57,000,000
  Goodwill impairment                                        0
  Other                                            293,000,000
                                               ---------------
     Total operating expenses                    2,612,000,000

     Operating income(loss)                         14,000,000

Non-operating income(expense):
  Interest income                                    6,000,000
  Interest expense, net                            (75,000,000)
  Other, net                                       (62,000,000)
                                                --------------
      Total non-operating expense, net            (131,000,000)
                                                --------------
Loss before income taxes                          (117,000,000)
  Income tax benefit                               (38,000,000)
                                                --------------
Net loss                                          ($79,000,000)

                      US Airways Group, Inc.
        Condensed Consolidated Statement of Operations
            For Twelve Months Ended December 31, 2009

Operating revenues:
  Mainline passenger                            $6,752,000,000
  Express passenger                              2,503,000,000
  Cargo                                            100,000,000
  Other                                          1,103,000,000
                                                --------------
Total operating revenues                       10,458,000,000
Operating expenses:
  Aircraft fuel and related taxes                1,863,000,000
  Loss(gain) on fuel hedging instruments, net:
     Realized                                      382,000,000
     Unrealized                                   (375,000,000)
  Salaries and related costs                     2,165,000,000
  Express expenses
    Fuel                                           609,000,000
    Other                                        1,910,000,000
  Aircraft rent                                    695,000,000
  Aircraft maintenance                             700,000,000
  Other rent and landing fees                      560,000,000
  Selling expenses                                 382,000,000
  Special items, net                                55,000,000
  Depreciation and amortization                    242,000,000
  Goodwill impairment                                        0
  Other                                          1,152,000,000
                                                --------------
     Total operating expenses                   10,340,000,000

     Operating income(loss)                        118,000,000
Non-operating income(expense):
  Interest income                                   24,000,000
  Interest expense, net                           (304,000,000)
  Other, net                                       (81,000,000)
                                                --------------
      Total non-operating expense, net            (361,000,000)
                                                --------------
Loss before income taxes                          (243,000,000)
  Income tax benefit                               (38,000,000)
                                                --------------
Net loss                                         ($205,000,000)

                     US Airways Group, Inc.
         Condensed Consolidated Statements of Cash Flows
              For the Year Ended December 31, 2009

Cash flows from operating activities:
Net income(loss)                                 ($205,000,000)
Adjustments to reconcile net income(loss) to net
cash provided by(used in) operating activities:
Depreciation and amortization                     267,000,000
Gain on curtailment of pension benefit                      0
Loss on dispositions of property and equipment     61,000,000
Auction rate security impairment                   10,000,000
Asset impairment                                   21,000,000
Non-cash tax benefits                             (24,000,000)
Change in fair value of fuel hedging instruments (375,000,000)
Amortization of deferred credits and rent         (62,000,000)
Amortization of debt discount and issuance costs   56,000,000
Amortization of actuarial gains                    (6,000,000)
Stock-based compensation                           20,000,000
Debt extinguishment costs                           6,000,000
Other                                              (8,000,000)

Changes in operating assets and liabilities:
Decrease(increase) in restricted cash             186,000,000
Decrease in accounts receivable, net                8,000,000
Decrease(increase) in materials and supplies      (29,000,000)
Decrease(increase) in prepaid expenses            162,000,000
Decrease(increase) in other assets, net           (14,000,000)
Decrease(increase) in accounts payable            (78,000,000)
Increase(decrease) in air traffic liability        80,000,000
Increase(decrease) in accrued compensation         20,000,000
Decrease in accrued taxes                          (1,000,000)
Increase(decrease)in other liabilities            (36,000,000)
                                                --------------
Net cash provided by operating activities           59,000,000

Cash flows from investing activities:
Purchases of property and equipment              (683,000,000)
Purchases of marketable securities                          0
Sales of marketable securities                     52,000,000
Decrease(increase) in long-term restricted cash    60,000,000
Proceeds from sale-leaseback transactions          76,000,000
                                                 -------------
Net cash provided by (used in) invest. activities (495,000,000)

Cash flows from financing activities:
Repayments of debt and capital lease obligations (407,000,000)
Proceeds from issuance of debt                    919,000,000
Deferred financing costs                          (14,000,000)
Proceeds from issuance of common stock            203,000,000
                                                --------------
Net cash provided by financing activities          701,000,000

Net increase(decrease) in cash and cash equiv.     265,000,000

Cash and cash equivalents at beginning period    1,034,000,000
                                                --------------
Cash and cash equivalents at end of year        $1,299,000,000
                                                ==============

A full-text copy of US Airway's Annual Report is available for
free at http://ResearchArchives.com/t/s?5323

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

Reorganized US Airways reported, on a GAAP basis, a net loss of
$205 million, or ($1.54) per share for 2009, following a net loss
of $2.2 billion, or ($22.11) per share, in 2008.

As of Dec. 31, 2009, reorganized US Airways had total assets of
$7,454,000,000 against debts of $7,809,000,000, for a
stockholders' deficit of $355,000,000.

In February, Moody's Investors Service affirmed the 'Caa1'
Corporate Family and Probability of Default ratings of US Airways
Group, Inc., and the SGL-4 Speculative Grade Liquidity rating.

US Airways Group carries a 'CCC' issuer default rating from Fitch.


VION PHARMACEUTICALS: Plans to Auction Equipment
------------------------------------------------
Bill Rochelle at Bloomberg News reports that Vion Pharmaceuticals
Inc. selected Heritage Global Partners as the auctioneer to sell
equipment.  Unless there's a better offer made, Heritage will
guarantee a minimum of $300,000.

Vion Pharmaceuticals Inc. 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.


WHITE BIRCH: Files for Bankruptcy, Has $140MM DIP Facility
----------------------------------------------------------
White Birch Paper Company and its subsidiaries have sought
creditor protection in Canada under the Companies' Creditors
Arrangement Act to preserve and maximize the value of the business
and improve their capital structure.  The Company's U.S.
subsidiary, Bear Island Paper Company, also filed a voluntary
petition for relief under Chapter 11 of the United States
Bankruptcy Code in the Bankruptcy Court for the Eastern District
of Virginia.  The Company intends to continue to work with its
lenders toward a financial restructuring as expeditiously as
possible.

White Birch expects operations to continue as usual and remains
focused on serving its customers during and after the
restructuring process.  "This process is about fixing our capital
structure," said Christopher Brant, President.  "We remain
committed to delivering the highest quality product to our many
valued customers, and through this financial restructuring, we
believe we will be better positioned to continue to do so well
into the future.  The filing today is an important step toward
ensuring White Birch's future as a strong competitor with a
healthy balance sheet."

The Company is seeking approval in Canada and the U.S. of a
$140 million in debtor-in-possession (DIP) financing with certain
of its lenders, which is expected to provide more than adequate
liquidity during the restructuring.  In conjunction with today's
filings, the Company requested customary relief to support its
customers and employees during the process.  As part of this
relief, the Company asked the Court for permission to continue
employee and customer programs without interruption.  The Company
remains in ongoing, productive dialogue with its creditors and
other stakeholders regarding the terms of the restructuring.

White Birch is seeking to retain Kirkland & Ellis as legal counsel
in the U.S., Stikeman Elliott as legal counsel in Canada, Lazard
as financial advisor, Ernst & Young Inc. as Canadian monitor and
AlixPartners as restructuring advisor.  The filing comes at the
culmination of a year of detrimental economic conditions which
negatively impacted the Company.  Significant factors include a
decline in demand for newsprint, combined with a decline in
prices, as well as the increased strength of the Canadian dollar.

Information about the White Birch restructuring is available at
the Company's website, www.whitebirchpaper.com or via the
Company's restructuring information line at (888) 232-0287.

                      About White Birch

White Birch Paper Company -- http://www.whitebirchpaper.com/-- is
the second largest newsprint manufacturer in North America with
operations in both Canada and the United States.


W.R. GRACE: Gets Court's Nod to Seek Exit Financing
---------------------------------------------------
Over the last two years, W.R. Grace & Co., Inc., and its units and
their financial advisor, Blackstone Advisory Partners L.P., have
maintained dialogue with prospective lenders concerning the terms
and structuring of a potential exit financing package.  Based on
their analysis of the requirements of the Debtors' Plan of
Reorganization and their post-emergence working capital and
liquidity needs, the Debtors and Blackstone have concluded that
the appropriate exit financing package is likely to include (i)
one or more senior secured term loan facilities, (ii) a senior
secured revolving credit facility, and (iii) debt securities in
the form of notes issued pursuant to a registered public offering.

In May 2009, the Debtors and Blackstone launched a formal
competitive process to solicit exit financing proposals from
leading financial institutions.  Despite the progress in obtaining
exit financing commitments, the Debtors, in consultation with
Blackstone, decided not to enter into a commitment.  Instead, in
October 2009, the Debtors decided to consider engaging certain of
the second-round prospective lenders to act as lead bookrunners,
arrangers, or underwriters, and lead initial purchasers or lead
placement agents for the eventual exit financing on a "best
efforts" basis, Laura Davis Jones, Esq., at Pachulski Stang Ziehl
& Jones LLP, in Wilmington, Delaware, relates.

The Debtors accordingly sought and obtained approval from the
Bankruptcy Court to enter into two engagement letters providing
for a "best efforts" engagement to provide exit financing by with
these exit lenders:

  (1) the Loan Engagement Letter with Deutsche Bank Securities
      Inc., and Goldman Sachs Lending Partners LLC, as
      arrangers; and

  (2) the Bond Engagement Letter, which relates to any
      underwritten offering or private placement of debt
      securities issued in connection with the transaction, or
      Permanent Securities, and to any bar loan or similar debt
      financing other than the Facilities and the Permanent
      Securities, or the Permanent Loans with Goldman, Sachs &
      Co., and DBSI, as investment banks.

Under the Loan Engagement Letter, the Arrangers are "exclusively
authorized by the Debtors to act as joint lead arrangers and joint
bookrunners in connection with the Facilities."  The Bond
Engagement Letter, on the other hand, provides that the Debtors
will not offer or sell any Permanent Securities to, or incur any
Permanent Loans or borrow any similar debt from, any third party
during the term of the engagement without the prior consent of
GS&Co., and DBSI.

The Court also ruled that the Debtors' payment obligations arising
under the Engagement Letters will be entitled to priority as
administrative claims under Sections 503(b) and 507(a)(1) of the
Bankruptcy Code, whether or not the Loan Documents are executed or
any of the Exit Facilities are funded. Pursuant to the Engagement
Letters, the Debtors will pay:

  (i) each Arranger an arrangement fee equal to a percentage of
      the maximum face amount of the Facilities which will be
      payable on the date of first funding under the Facilities;

(ii) a fee from the Debtors in a specified amount, or the Bar
      Alternate Transaction Fee, in the event that, at any time
      prior to one year after the execution of the Loan
      Engagement Letter, the Debtors complete any Exit Financing
      that is a bar financing, loan, credit facility or similar
      financing in which Arranger or any of its affiliates does
      not act as a joint lead arranger and joint lead booker;
      and

(iii) the Bond Engagement Letter Fee as compensation for u
      underwriting, purchasing or privately placing any debt
      securities.

The Debtors will also reimburse expenses under the Exit Financing
Agreements.

The Debtors also obtained the Court's permission to file the
Engagement Letters under seal due to confidentiality concerns.

No objections to their Motion were filed, the Debtors noted.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Plan Proponents Resolve Kaneb, et al., Objections
-------------------------------------------------------------
W.R. Grace & Co., Inc., the Official Committee of Asbestos
Personal Injury Claimants, the Asbestos Personal Injury Future
Claimants' Representative, and the Official Committee of Equity
Security Holders as the Plan Proponents, reached separate
stipulations with various parties that agreed to withdraw their
objections to the confirmation of the Joint Chapter 11 Plan of
Reorganization, conditioned on the incorporation of certain
provisions to the proposed Plan confirmation order.

Kaneb Pipe Line Operating Partnership, L.P., now known as NuStar
Pipeline Operating Partnership L.P, and Support Terminal Services,
Inc., now known as NuStar Terminal Services, Inc., conditioned
their support to the Plan confirmation on the provision that
neither the Successor Claims Injunction nor the Asbestos Insurance
Entity Injunction, as defined in the Plan, bars the NuStar
Entities from pursuing claims against any Asbestos Insurance
Entities pursuant to the operations coverage issued by certain
asbestos insurance companies with respect to alleged liability of
the NuStar Entities for claims that are not Asbestos PI Claims or
Asbestos PD Claims.

Nothing in the Plan will permit the NuStar Entities to pursue
Asbestos Claims.  The environmental claims asserted by Kaneb
against certain Asbestos Insurance Entities relating to (i)
alleged jet fuel releases from the pipeline which previously
served Otis Air Force Base on the Massachusetts Military
Reservation in Sandwich, and (ii) alleged jet fuel releases from
the pipeline in Macon, Georgia serving Warner Robins Air Force
Base -- but not relating to asbestos -- are recognized not to be
enjoined by either the Asbestos PI Channeling Injunction or the
Asbestos Property Damage Channeling Injunction.

The Stipulation was subsequently amended to provide that the
Debtors agree to recognize, defend, indemnify and hold harmless
the Sealed Air Indemnified Parties or the Fresenius Indemnified
Parties from and against damages, as defined in the Plan.

Continental Casualty Company, Transportation Insurance Company and
Maryland Casualty Company proposed that the Asbestos PI Trust
Distribution Procedures under the Plan will be amended to provide
that:

  * Indirect PI Trust Claims will not be disallowed by the Court
    under Section 502(e) of the Bankruptcy Code on the grounds
    that such claims were contingent or unliquidated; and

  * Section 502(e) will not be applied to determine the validity
    and amount of Indirect PI Trust Claims and Indemnified
    Insurer TDP Claim.

Seaton Insurance Company and OneBeacon America Insurance Company
also agreed to withdraw their Plan Objections in light of these
agreements with the Plan Proponents:

  (1) All Seaton Claims arising under or related to the
      Settlement Agreement, Release and Indemnification/Hold
      Harmless Agreement between W. R. Grace & Co.-Conn., W. R.
      Grace & Co., and Unigard Security Insurance Company dated
      as of May 15, 1995 and August 6, 1992, that are Asbestos
      PI Claims or Asbestos PD Claims will be subject to the
      Asbestos PI Channeling Injunction or the Asbestos PD
      Injunction and will be treated as timely Class 6 Claims
      or Class 7A Claims under the Joint Plan.

  (2) All claims by Seaton against Fresenius Medical Care
      Holdings, Inc. or any of the Fresenius Indemnified Parties
      arising under or related to the 1995 Agreement that are
      Asbestos PI Claims or Asbestos PD Claims shall be subject
      to the Asbestos PI Channeling Injunction or the Asbestos
      PD Injunction and will be treated as Class 6 Claims or
      Class 7A Claims.

  (3) All claims by Seaton against Fresenius arising under or
      related to the Agreement and Settlement Agreement and
      Release between W. R. Grace & Co., W. R. Grace & Co., and
      Unigard Security Insurance Company, dated as of March 5,
      1997, and Settlement Agreement between W. R. Grace & Co.,
      W. R. Grace & Co.-Conn., Commercial Union Insurance
      Company, and American Employers' Insurance Company, dated
      as of May 10, 1993, that are not Asbestos PI Claims or
      Asbestos PD Claims will be enjoined and otherwise waived
      and released by Seaton as against Fresenius.

  (4) Grace agrees to use good faith efforts to obtain releases
      from the NuStar Entities and Samson Hydrocarbons Company
      in favor of Grace's insurers with respect to claims
      arising from that particular oil Otis Pipeline.

The Plan does not release the Sealed Air Corporation from any
contractual indemnification obligation that they may have to
OneBeacon with respect to environmental claims asserted against
the policies covered by the Settlement Agreement and Release
entered into between W. R. Grace & Co.-Conn., W. R. Grace & Co.,
American Employers' Insurance Company, and Employers Commercial
Union Insurance Company, dated as of December 17, 1996, except
where any obligation is, gives rise to, is based on, arises out
of, or otherwise relates to any Asbestos Claim.  The Plan
Proponents and Insurers also stipulated regarding reservations
from the Injunction for the benefit of holders of Grace-Related
and OneBeacon Claims.

                       *     *     *

Judge Fitzgerald approved the Plan Proponents' stipulation with
certain insurers which provide for Plan modifications that
eliminate the Insurers' objections with respect to neutrality.  As
a result, the Insurers have withdrawn their Neutrality Objections
except as they relate to their right to litigate certain issues,
including, among other things, Asbestos Insurance Rights, claims,
indemnifications and injunction provisions under the Plan.

The Insurers consist of Continental Casualty Company;
Transportation Insurance Company; Federal Insurance Company;
Seaton Insurance Company; Government Employees Insurance Company;
Republic Insurance Company, now known as Starr Indemnity &
Liability Company; and AXA Belgium as successor to Royale Belge.

The Debtors noted that they received no objections to their
Neutrality Stipulation with the Insurers.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Signs Amendments to Credit & Hedge Agreements
---------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates previously sought the
authority of Judge Judith K. Fitzgerald of the United States
Bankruptcy Court for the District of Delaware to enter into:

  (1) the new letter of credit facility, as documented by the
      Postpetition Letter of Credit Facility Agreement among
      certain financial institutions as Issuers; Bank of
      America, N.A., or BANA, as Agent; and W.R. Grace & Co.-
      Conn., as Account Party, with a commitment of
      $100,000,000;

  (2) a new International Swap and Derivatives Association or
      ISDA 2002 Master Agreement and Schedule to the 2002
      Master Agreement between Grace and BANA, governing Grace's
      current and future hedging arrangements in the ordinary
      course of its risk management activities, which will be
      secured through the LOC Agreement by two dedicated cash
      collateral accounts separate from the cash collateral
      account securing the L/C Facility transactions; and

  (3) certain cash collateral control agreements with BANA,
      which will provide for the handling and disposition of
      funds in three separate cash collateral accounts.

The Transactions, according to the Debtors, will permit them to
terminate their existing debtor-in-possession financing facility,
which -- as documented by the Postpetition Loan and Security
Agreement dated April 1, 2001, as amended and modified --
currently provides for a financing commitment of up to
$165 million, including a letter of credit sub-commitment of
$150 million.  As of December 31, 2009, the DIP Facility had (i)
no outstanding draws or other loans, and (ii) Existing Letters of
Credit in the aggregate face amount of $71 million.

As a result of subsequent discussions, the Debtors and the Agent
have agreed to certain modifications to the L/C Agreement to
embody changes, as agreed to by all parties-in-interest,
consisting of:

  (1) amendment of the description of the Debtors' need to enter
      into the L/C Facility;

  (2) deletion of references to the "Interim Order" and Section
      364(d) of the Bankruptcy Code;

  (3) addition of these provisions:

      * The superpriority claims of the Agent, the Letter of
        Credit Issuers and any other holders of the Obligations
        arising from the Obligations will be solely to the
        extent of the Collateral, and not to any other property
        of the Debtors, on the terms and conditions provided for
        in the Facility Agreement; and

      * The Liens of the Agent will attach solely to the
        Collateral, and not to any other property of the
        Debtors, on the terms and conditions provided for in the
        Facility Agreement; and

  (4) addition of references regarding the scope of
      superpriority administrative claims.

The key changes to the Facility Agreement agreed to by all
constituencies include:

  * deletion of the word "solely" from the carve-out from
    indemnification for gross negligence and willful misconduct
    in various indemnifications;

  * addition of the term "material" in reference to competing
    superpriority claims and liens; and

  * addition of the words "reasonable, documented" to conform to
    the definition of "Attorney Costs."

Copies of the revised version of the Proposed Facility Order and
the Revised Facility Agreement have been provided to the United
States Trustee, the official committees in the Debtors' cases, the
Future Claimants' Representatives and the Agent -- all of whom is
agreeable to the Revised Documents.

The Debtors noted that no objections have been filed with respect
to their request.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


* Banks in FDIC's Problem List Rise to 702 at End of 2009
---------------------------------------------------------
In its quarterly banking profile, the Federal Deposit Insurance
Corp. said that the number of institutions on its "Problem List"
rose to 702 at the end of 2009, from 552 at the end of the third
quarter and 252 at the end of 2008.

The FDIC, in its February 23 report, said that total assets of
"problem" institutions were $402.8 billion at yearend 2009,
compared with $345.9 billion at the end of September and $159.0
billion at the end of 2008.  Both the number and assets of
"problem" institutions are at the highest level since June 30,
1993.

The Deposit Insurance Fund decreased by $12.6 billion during the
fourth quarter to a negative $20.9 billion (unaudited) primarily
because of $17.8 billion in additional provisions for bank
failures.  Also, unrealized losses on available-for-sale
securities combined with operating expenses reduced the fund by
$692 million.  Accrued assessment income added $3.1 billion to the
fund during the quarter, and interest earned, combined with
termination fees on loss share guarantees and surcharges from the
Temporary Liquidity Guarantee Program added $2.8 billion.  For the
year, the fund balance shrank by $38.1 billion, compared to a
$35.1 billion decrease in 2008.  The DIF's reserve ratio was
negative 0.39% on December 31, 2009, down from negative 0.16% on
September 30, 2009, and 0.36% a year ago.  The December 31, 2009,
reserve ratio is the lowest reserve ratio for a combined bank and
thrift insurance fund on record.

Forty-five insured institutions with combined assets of
$65.0 billion failed during the fourth quarter of 2009, at an
estimated cost of $10.2 billion.  For all of 2009, 140 FDIC-
insured institutions with assets of $169.7 billion failed, at an
estimated cost of $37.4 billion.  This was the largest number of
failures since 1990 when 168 institutions with combined assets of
$16.9 billion failed.

On November 12, 2009, the FDIC adopted a final rule amending the
assessment regulations to require insured depository institutions
to prepay their quarterly risk-based assessments for the fourth
quarter of 2009 and for all of 2010, 2011, and 2012 on December
30, 2009, along with each institution's risk-based assessment for
the third quarter of 2009.   The FDIC is asking banks to prepay
three years of premiums on Dec. 30 to raise $45 billion for the
fund.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

               Problem Institutions      Failed Institutions
               --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the quarter
ended Dec. 31, 2009, is available for free at:

      http://bankrupt.com/misc/FDIC_QBP_Q4_09.pdf


* Baker Hostetler Snags Arent Fox Bankruptcy Partner
----------------------------------------------------
Baker Hostetler announced the addition of Christopher J. Giaimo to
its Bankruptcy, Restructuring and Creditors' Rights Practice team.
Mr. Giaimo, who was most recently a partner with Arent Fox, will
be resident in Baker Hostetler's Washington, D.C., office.

Mr. Giaimo's practice focuses on financial restructuring and
workout proceedings on behalf of financially distressed companies
or their creditors. In addition to representation of Official
Committees of Unsecured Creditors in Chapter 11 cases, Mr. Giaimo
has extensive experience representing various debtors through the
Chapter 11 process. He also represents a vast number of clients in
the enforcement of a broad spectrum of creditors' rights in
secured, public or private, and taxable and tax-exempt debt
through the representation of lenders and investor syndicates,
indenture trustees, creditor trustees, liquidation trustees and
plan administrators.

Mr. Giaimo is a member of the American Bankruptcy Institute and
the Maryland Bankruptcy Bar Association. He is Chair of the
Bankruptcy Committee of the Corporation, Finance & Securities Law
Section of the DC Bar Association.

"We are pleased to welcome Chris Giaimo to Baker Hostetler," said
Jeffrey Paravano, Managing Partner of the firm's Washington, D.C.,
office. "Chris has extensive experience and will be a terrific
asset to clients."

"In the current business climate where restructurings and
insolvencies continue to proliferate, the timing of Chris joining
us could not be better," said Joseph Hutchinson, National Chair of
Baker Hostetler's Bankruptcy, Restructuring and Creditors' Rights
Practice Team. "It is important for us to maintain our strong
presence in the distressed arena; Chris will be an important
complement to our strong team of attorneys and will add important
synergies to our practice," according to Hutchinson.

                       About Baker Hostetler

Founded more than 90 years ago in 1916, Baker Hostetler is among
the nation's 100 largest law firms with 600 attorneys coast to
coast. The firm has offices in Chicago, Cincinnati, Cleveland,
Columbus, Costa Mesa, Denver, Houston, Los Angeles, New York,
Orlando and Washington, D.C. Its five primary practice groups are
Business, Employment, Intellectual Property, Litigation and Tax.


* Becker & Poliakoff NY Office Welcomes Atty. Helen Davis Chaitman
------------------------------------------------------------------
Becker & Poliakoff, a diversified commercial law firm with more
than 130 attorneys in 13 Florida offices, New York City, New
Jersey, Nassau (Bahamas) and Prague, today announced that
commercial litigation attorney Helen Davis Chaitman has joined the
firm as a partner in its Commercial Litigation Practice Group in
New York City. Ms. Chaitman comes to Becker & Poliakoff from
Phillips Nizer LLP in New York.

Ms. Chaitman is a nationally recognized litigator with a diverse
trial practice in the areas of lender liability, bankruptcy, bank
fraud, RICO, professional malpractice, trusts and estates and
white collar defense.  She is the author of The Law of Lender
Liability (Warren, Gorham & Lamont) the leading treatise on lender
liability in which she coined the term "lender liability," and,
since 1987, has authored the monthly newsletter, The Lender
Liability Law Report.  In 1995, she was named one of the nation's
top ten litigators by the National Law Journal for a jury verdict
she obtained in an accountants' malpractice case.

Since early 2009, Ms. Chaitman has been an outspoken advocate for
investors in Bernard L. Madoff Investment Securities LLC and has
led a lobbying effort in Congress advocating protections for
Madoff investors.  Her blog, chaitmanonmadoff.com, includes her
congressional testimony, related court decisions and other key
documents.

"I am thrilled to be joining Becker & Poliakoff," said Ms.
Chaitman.  "As one of the largest Florida based law firms, with
offices in New York and New Jersey, they have the resources and
capabilities I need to support the work I am doing for my Madoff
and other clients."

"Helen Chaitman has a tremendous record of accomplishment both
inside and outside the courtroom," said Alan Becker, managing
partner, Becker & Poliakoff.  "Her depth of knowledge and vast
experience will further strengthen our ability to service clients
in all of our offices."

"Helen is a tremendous addition to our New York office and will
support the strategic growth of the Firm's Litigation Practice in
New York, Florida, and nationally," said Victor J. DiGioia,
Managing Partner of the New York Office.

A Madoff victim herself, Ms. Chaitman has devoted the 2009 year
working, largely on a pro bono basis, for hundreds of Madoff
investors. In late 2009, she met with 55 Senators,
Representatives, and/or the aides, advocating both tax relief and
anti-clawback legislation to protect Madoff investors.

On December 9, 2009, Ms. Chaitman testified concerning the plight
of Madoff investors before the House Financial Services
Committee's Subcommittee on Capital Markets, Insurance, and
Government-Sponsored Enterprises. She is litigating against Irving
H. Picard, Trustee, on several different issues and represents
numerous victims of Madoff's scheme who are subject to "clawback"
claims asserted by Picard.

Ms. Chaitman practices in New York and New Jersey and has been
admitted to practice pro haec vice in numerous jurisdictions
throughout the United States. She is a graduate of Bryn Mawr
College and received her J.D. degree from Rutgers University.

                     About Becker & Poliakoff

Becker & Poliakoff is a diverse commercial law firm with more than
130 attorneys in 13 Florida offices, New York City, New Jersey,
Nassau, Bahamas, Prague and affiliated international offices.
Celebrating its thirty-seventh (37th) year of serving clients, the
firm has seven primary areas of practice: Real Estate,
Construction, Community Association, Customs & International
Trade, Commercial Litigation, Corporate & Securities, and
Government Law & Lobbying. For more information, visit:
www.becker-poliakoff.com.


* Lisa Hu Barquist Joins Payton & Associates LLC
------------------------------------------------
Lisa Hu Barquist has joined Payton & Associates LLC, a Miami
commercial litigation firm. She represents corporate and
individual clients in commercial litigation, business
transactions, and real estate.  An experienced trial lawyer, Lisa
has been practicing law for 21 years. Prior to joining Payton &
Associates, she was principal of her law firm, Hu Barquist &
Associates P.A., where she represented U.S. and Chinese clients in
complex commercial transactional and litigation matters; special
counsel to Duane Morris LLP; and a federal prosecutor who
litigated health care fraud and narcotics cases on behalf of the
United States in the Southern District of Florida and Western
District of New York.

Born in Taiwan, Lisa is fluent in spoken Mandarin Chinese.  She
serves as Vice Chair of the Miami Dade County Asian Advisory
Board, Director and Officer of the Florida China Chamber of
Commerce, and Member of the Taiwan Business Association and
Chinese Cultural Foundation.  She is an adjunct professor of
Business Law at Miami Dade College.

Lisa was awarded her J.D. in 1989 from the University of Southern
California Law Center, where she was editor of the Law Review; and
her B.A. from Yale University in 1983, where she was elected
Regent to Yale College Council.  She is admitted to practice in
State and Federal Courts in California, New York, Florida, and
Washington, D.C.

                     About Payton & Associates

Payton & Associates LLC is a Miami commercial litigation firm with
a reputation for professionalism and successful results. The firm
specializes in litigating complex business matters including
lender liability, construction litigation, commercial
foreclosures, commercial real estate litigation, bankruptcy
adversary proceedings, professional liability, condominium
litigation, and appellate law. Harry Payton, managing member of
the firm, has over 30 years of courtroom experience. He is one of
the few Florida attorneys board certified by the Florida Bar in
both civil trial and business litigation. For more information
about Payton & Associates, please visit www.payton-law.com, or
call 305.372.3500.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Pacific Sun Entertainment Inc.
   Bankr. N.D. Calif. Case No. 10-50019
      Chapter 11 Petition Filed January 4, 2010
         See http://bankrupt.com/misc/canb10-50019p.pdf
         See http://bankrupt.com/misc/canb10-50019c.pdf

In Re Den-7817 L.P.
   Bankr. W.D. Texas Case No. 10-10031
      Chapter 11 Petition Filed January 4, 2010
         Filed As Pro Se

In Re H2K, Inc.
       dba Huntington Learning Center
   Bankr. Ariz. Case No. 10-00121
      Chapter 11 Petition Filed January 5, 2010
         See http://bankrupt.com/misc/azb10-00121.pdf

In Re Creative Financial Solutions, LLC
   Bankr. Ariz. Case No. 10-03809
      Chapter 11 Petition Filed February 16, 2010
         Filed As Pro Se

In Re Harold J Perkins
   Bankr. C.D. Calif. Case No. 10-15467
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/cacb10-15467.pdf

In Re Jay Tien Chiang
   Bankr. C.D. Calif. Case No. 10-15473
      Chapter 11 Petition Filed February 16, 2010
         Filed As Pro Se

In Re Lesser Investments, LLC
   Bankr. C.D. Calif. Case No. 10-11694
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/cacb10-11694.pdf

In Re RE/MAX Marquee Partners, Inc.
       fba CF Real Estate Loans, Inc.
       dba RE/MAX All Cities Realty
       dba RE/MAX Beverly Hills
       dba RE/MAX Marquee Partners
       dba RE/MAX Beach Cities Realty
       dba RE/MAX Westside Properties
       dba RE/MAX West Los Angeles
       dba RE/MAX Lake Arrowhead
       dba RE/MAX Crestline
       dba RE/MAX Hollywood Hills
       dba RE/MAX Sunset Blvd
   Bankr. C.D. Calif. Case No. 10-15425
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/cacb10-15425.pdf

In Re Paul F. Dumas
      Jacklyn J. Dumas
   Bankr. E.D. Calif. Case No. 10-90518
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/caeb10-90518.pdf

In Re 453 Sixth Avenue, LLC, a Delaware Limited Liability Company
   Bankr. S.D. Calif. Case No. 10-02285
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/casb10-02285.pdf

In Re Stanley Glemaud
        dba The Blue Pearl Restaurant
        dba Akirka Holding Corporation
        fdba AHC Property Ventures, LLC
      Karlene L. Chacon-Glemaud
        aka Karlene L. Glemaud
   Bankr. Conn. Case No. 10-30432
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/ctb10-30432.pdf

In Re Collette P. Gunby
   Bankr. N.D. Ga. Case No. 10-64415
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/ganb10-64415.pdf

In Re Vincent John Boos
      Mary Ann T. Boos
   Bankr. N.D. Ga. Case No. 10-64478
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/ganb10-64478.pdf

In Re The Staffing Difference Nurse Agency, Inc.
   Bankr. C.D. Ill. Case No. 10-80447
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/ilcb10-80447.pdf

In Re Two Guys Printing LLC
   Bankr. W.D. Ky. Case No. 10-30744
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/kywb10-30744.pdf

In Re In Young Lee
   Bankr. Nev. Case No. 10-12425
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/nvb10-12425.pdf

In Re Cheryl Merrill
        dba Merrill's Convenience Center
   Bankr. N.H. Case No. 10-10630
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/nhb10-10630.pdf

In Re Camille Philippe, MD PC
   Bankr. E.D. N.Y. Case No. 10-41194
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/nyeb10-41194.pdf

In Re Cofire Paving Corp.
   Bankr. E.D. N.Y. Case No. 10-41193
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/nyeb10-41193.pdf

In Re K&S Cafeteria at Tower, Inc.
   Bankr. E.D. N.C. Case No. 10-01185
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/nceb10-01185.pdf

In Re Paul Stephen Brady
      Melody Lane Brady
   Bankr. W.D. N.C. Case No. 10-10171
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/ncwb10-10171.pdf

In Re Allied Solutions Group, Inc.
   Bankr. N.D. Ohio Case No. 10-11081
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/ohnb10-11081.pdf

In Re Douglas P. Fay
   Bankr. N.D. Ohio Case No. 10-30748
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/ohnb10-30748.pdf

In Re Home Sweet Home Sales, Inc.
   Bankr. Ore. Case No. 10-31099
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/orb10-31099.pdf

In Re Wilrich, Inc.
   Bankr. E.D. Pa. Case No. 10-11094
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/paeb10-11094.pdf

In Re Woodstock Management Corporation
   Bankr. E.D. Pa. Case No. 10-11079
      Chapter 11 Petition Filed February 16, 2010
         Filed As Pro Se

In Re Contract Furniture Services, Inc.
   Bankr. W.D. Texas Case No. 10-10395
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/txwb10-10395.pdf

In Re CFR Investments, L.L.C.
        aka CFR Investment, L.L.C.
   Bankr. Utah Case No. 10-21587
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/utb10-21587.pdf

In Re Hertzler Clearing and Grading Corporation
   Bankr. E.D. Va. Case No. 10-50263
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/vaeb10-50263.pdf

In Re The Royal Investment Firm, LLC
        dba The Royal Investment Firm
   Bankr. E.D. Va. Case No. 10-30949
      Chapter 11 Petition Filed February 16, 2010
         See http://bankrupt.com/misc/vaeb10-30949.pdf


In Re Getnet, Inc.
   Bankr. Ariz. Case No. 10-03950
      Chapter 11 Petition Filed February 17, 2010
         Filed As Pro Se

In Re Deborah Joy O'Grady
   Bankr. C.D. Calif. Case No. 10-14330
      Chapter 11 Petition Filed February 17, 2010
         See http://bankrupt.com/misc/cacb10-14330.pdf

In Re Gordon James Grill & Bar, Inc.
   Bankr. C.D. Calif. Case No. 10-11966
     Chapter 11 Petition Filed February 17, 2010
         See http://bankrupt.com/misc/cacb10-11966.pdf

In Re Plastic Engineering Technologies
   Bankr. C.D. Calif. Case No. 10-14248
      Chapter 11 Petition Filed February 17, 2010
         Filed As Pro Se

In Re Robert Pyke
   Bankr. C.D. Calif. Case No. 10-15706
      Chapter 11 Petition Filed February 17, 2010
         See http://bankrupt.com/misc/cacb10-15706.pdf

In Re David Paul Schwenke
        aka David P. Schwenke
      Celia Sherrie Schwente
        aka Cecilia Schwenke
   Bankr. E.D. Calif. Case No. 10-23673
     Chapter 11 Petition Filed February 17, 2010
         See http://bankrupt.com/misc/caeb10-23673.pdf

In Re Melchor Celeridad Gorospe
      Lucila Monte Gorospe
   Bankr. N.D. Calif. Case No. 10-41681
      Chapter 11 Petition Filed February 17, 2010
         Filed As Pro Se

In Re Charlie's Roofing & Waterproofing, Inc.
   Bankr. M.D. Fla. Case No. 10-03324
     Chapter 11 Petition Filed February 17, 2010
         See http://bankrupt.com/misc/flmb10-03324.pdf

In Re Pinkheart, Inc.
        dba Pink Heart Accessories
   Bankr. N.D. Ga. Case No. 10-64600
     Chapter 11 Petition Filed February 17, 2010
         See http://bankrupt.com/misc/ganb10-64600.pdf

In Re SBB Properties, LLC
   Bankr. Nev. Case No. 10-12485
     Chapter 11 Petition Filed February 17, 2010
         See http://bankrupt.com/misc/nvb10-12485.pdf

In Re A Copy A Second, Inc.
   Bankr. S.D. N.Y. Case No. 10-35413
     Chapter 11 Petition Filed February 17, 2010
         See http://bankrupt.com/misc/nysb10-35413.pdf

In Re Dino Silice Brunetti
      Anastasia Brunetti
   Bankr. W.D. N.C. Case No. 10-10174
      Chapter 11 Petition Filed February 17, 2010
         Filed As Pro Se

In Re Donald Wesley Dennett
   Bankr. Utah Case No. 10-21685
     Chapter 11 Petition Filed February 17, 2010
         See http://bankrupt.com/misc/utb10-21685.pdf

In Re Paul R. Coronado, Jr.
      Laura Dee Coronado
   Bankr. Ariz. Case No. 10-04080
     Chapter 11 Petition Filed February 18, 2010
         See http://bankrupt.com/misc/azb10-04080p.pdf
         See http://bankrupt.com/misc/azb10-04080c.pdf

In Re 17623 Martha St. LLC
   Bankr. C.D. Calif. Case No. 10-11815
      Chapter 11 Petition Filed February 18, 2010
         Filed As Pro Se

In Re Irvine Brothers, Inc.
        dba Ws China Bistro
   Bankr. C.D. Calif. Case No. 10-12014
     Chapter 11 Petition Filed February 18, 2010
         See http://bankrupt.com/misc/cacb10-12014.pdf

In Re Eurostone Marble and Granite, Inc.
   Bankr. M.D. Fla. Case No. 10-03379
     Chapter 11 Petition Filed February 18, 2010
         See http://bankrupt.com/misc/flmb10-03379.pdf

In Re Paul Shimko
      Diana San Juan Shimko
   Bankr. Idaho Case No. 10-00363
     Chapter 11 Petition Filed February 18, 2010
         See http://bankrupt.com/misc/idb10-00363p.pdf
         See http://bankrupt.com/misc/idb10-00363c.pdf

In Re Lay Trucking Company, Inc.
   Bankr. N.D. Ind. Case No. 10-30545
     Chapter 11 Petition Filed February 18, 2010
         See http://bankrupt.com/misc/innb10-30545p.pdf
         See http://bankrupt.com/misc/innb10-30545c.pdf

In Re 107 East 25th Street, LLC
   Bankr. Md. Case No. 10-13146
     Chapter 11 Petition Filed February 18, 2010
         See http://bankrupt.com/misc/mdb10-13146.pdf

In Re Asa K. Seeley, II
      Lynne A. Seeley
   Bankr. Mass. Case No. 10-11636
     Chapter 11 Petition Filed February 18, 2010
         See http:/