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         T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, January 14, 2010, Vol. 14, No. 13

                            Headlines


ABITIBIBOWATER INC: Unit Settles EPA Air Claims
AE BIOFUELS: September 30 Balance Sheet Upside-Down by $1.64-Mil.
AMERICAN INT'L: Has Asked Ex-Lehman Lawyer Russo as Gen. Counsel
ARCH ALUMINUM: Files Schedules of Assets and Liabilities
ASARCO LLC: Halcyon & Midtown to Pursue Administrative Claims

ASARCO LLC: Parent Gets Relief From SCC Judgement
ASARCO LLC: Plan Administrator Objects to USW Claim
ATI ACQUISITION: Moody's Upgrades Rating on Senior Loan to 'Ba3'
BANK OF AMERICA: Faces Charges on Non-Disclosure of Merrill Losses
BARZEL INDUSTRIES: Wants Plan Filing Extended Until April 13

BEAZER HOMES: Completes Offering of 22-Mil. Shares of Stock
BERNARD L MADOFF: Picard Applies for Canadian Counsel
BLUE HERON PAPER: Gets Interim Nod to Use Cash Collateral
BROADWAY 401: Filed for Chapter 11 to Implement Settlement
CARMIKE CINEMAS: Moody's Rates New Credit Facilities at 'B1'

CARMIKE CINEMAS: S&P Assigns 'B-' Rating on $305 Mil. Loan
CATHOLIC CHURCH: Wilmington Sex Abuse Suit Set for June Trial
CCS MEDICAL: Judge Orders 2nd-Lien Lenders Committee
CELL THERAPEUTICS: To Meet Investors & Analysts January 14
CENTRAL PARK DEVELOPMENT: Glenview Development Foreclosure Sought

CHRYSLER LLC: New Chrysler to Rehire Workers if Sales Improve
CIT GROUP: Names Three New Directors
CITADEL BROADCASTING: Seeks to Pay Sports-Broadcast Rights
COLONIAL BANCGROUP: Asks Court to Stop FDIC From Freezing $38M
CONSTELLATION BRANDS: S&P Affirms 'BB' Corporate Credit Rating

CORBIN PARK: Sec. 341 Creditors Meeting Set for Feb. 8
COWLITZ BANCORPORATION: Receives Nasdaq Non-Compliance Notice
CROCS INC: Erick Rebich Steps Down as VP and General Counsel
CRUCIBLE CORP: PBGC Assumes Six Underfunded Pension Plans
EASTMAN KODAK: Inks License Agreement With Samsung Electronics

EMERSON OVERLOOK: Gets Court's Interim Nod to Use Cash Collateral
EMMIS COMMUNICATIONS: Luther King Capital Discloses 9.3% Stake
EMMIS COMMUNICATIONS: Martin Capital Discloses 7.3% Equity Stake
EMMIS COMMUNICATIONS: Reports $111.8MM Net Loss for 3 Quarters
EMPIRE RESORTS: Sues Joseph Bernstein for Contract Breach

EXTENDED STAY: To Have 60-Day Plan Exclusivity Extension
FAIRFIELD RESIDENTIAL: Seeks Approval of $115MM Investment Deal
FCE BANK: Fitch Upgrades Ratings on Short-Term Deposits to 'B'
FEDERAL-MOGUL: Q Funding Unit Sues Icahn for Misrepresentation
FEY 240 NORTH: Files Schedules of Assets and Liabilities

FORD MOTOR: UAW Retiree Trust Discloses 10.1% Stake
GADSDEN GOLF: Hearing Set for January 1 on Hanselee Retention
GEMCRAFT HOMES: Files Schedules of Assets and Liabilities
GENERAL MOTORS: Court Okays B. Williamson as Fee Examiner
GENERAL MOTORS: Fee Examiner Proposes G&K as Counsel

GENERAL MOTORS: New GM Expects to Make Money in 2010
GIBSON ENERGY: Moody's Assigns 'B3' Rating on $200 Mil. Notes
GMAC INC: Gets $3.79 Bil. in Third U.S. Bailout Package
GREAT ATLANTIC: Moody's Junks Corporate Family Rating From 'B3'
GROVELAND ESTATES: Files Schedules of Assets and Liabilities

HAIGHTS CROSS: Chapter 11 Filing Cues Moody's Rating Cut to 'D'
HEARTLAND PUBLICATIONS: 1st Lien Lenders to Get Equity Under Plan
HEIDTMAN MINING: Amends List of 20 Largest Unsecured Creditors
HELIX ENERGY: S&P Affirms Corporate Credit Rating at 'B+'
HORIZONTAL FIN'L: Stock to be Delisted From Nasdaq

IMAGE ENTERTAINMENT: Reveals New Management Team
INTERNATIONAL ALUMINUM: Gets Interim OK to Use Cash Collateral
JARDEN CORPORATION: Moody's Assigns 'B3' Rating on $400 Mil. Notes
L-1 IDENTITY: S&P Downgrades Corporate Credit Rating to 'B+'
LANDMARK VALLEY: Files Schedules of Assets & Liabilities

LANDMARK VALLEY: Gets Interim Nod to Use INB's Cash Collateral
LE-NATURE'S INC: Adds K&L Partner to $500M Fraud Suit
LEHMAN BROTHERS: Marsal Aims to Raise Up to $50-Bil. from Assets
LEXINGTON PRECISION: Plan Hearing Pushed Back to Jan. 25
LOWER BUCKS HOSPITAL: Files for Chapter 11 in Pennsylvania

MARGAUX INVESTORS: Case Summary & Unsecured Creditor
MARHABA PARTNERS: Files List of Nine Largest Unsecured Creditors
MARHABA PARTNERS: Sec. 341 Creditors Meeting Set for Feb. 9
MARK PANISSIDI: Voluntary Chapter 11 Case Summary
MERRILL COMMUNICATIONS: S&P Raises Rating on Senior Loan to 'CCC+'

MCCLATCHY COMPANY: Fitch Puts 'C/RR4' Rating on Positive Watch
MESA AIR: AAR Corp. Has 7.4% Equity Stake as of Dec. 30
MESA AIR: To Continue Workers' Compensation Programs
MESA AIR: To Honor Prepetition Fuel Contracts
METRO-GOLDWYN-MAYER: Auction Attracts Low Bids; Bankruptcy Looms

MID-STATES EXPRESS: U.S. Labor Department Sues Owners
MILES PROPERTIES: Files for Chapter 11 in Atlanta
MORRIS PUBLISHING: Prepackaged Plan Gets Overwhelming Support
NPC ACQUISITION: Files for Chapter 11 to Sell Affiliate
MS55 INC: Law Firm Again Prevails in Trustee's Malpractice Suit

NEW BERN: Bankr. Administrator Unable to Appoint Creditors Panel
NEXSTAR BROADCASTING: Offers to Exchange Senior Sub. PIK Notes
NEXT 1 INTERACTIVE: Restates Fiscal 2009 10-K; Posts $3MM Net Loss
NUTS & BOLTZS: Updated Chapter 11 Case Summary
OLIVER EZARD FRASCONA: Updated Chapter 11 Case Summary

OVAZINE SHANNON: Voluntary Chapter 11 Case Summary
PALM SPRINGS: Case Summary & 20 Largest Unsecured Creditors
PALMA CEIA: Updated Chapter 11 Case Summary
PENN TRAFFIC: Abacus Advisors to Advice on Sale of Assets
PHILLIPS-VAN HEUSEN: Raises 4Q & Full Year 2009 Guidance

PRESTIGE REALTY: Bankr. Court To Entertain Non-Debtor Dispute
PRM REALTY GROUP: Updated Chapter 11 Case Summary
PECANS OF QUEEN: U.S. Trustee Unable to Appoint Creditors Panel
PREMIUM DEVELOPMENTS: Files Schedules of Assets and Liabilities
QHB HOLDINGS: Has Final Nod for $20MM DIP Loans From BNP Paribas

QUEST RESOURCE: Advisory Research Discloses 4.7% Stake
QUESTEX MEDIA: Wants Plan Exclusivity Extended to May 3
RADIENT PHARMACEUTICALS: Alpha Capital Discloses 1.211% Stake
READER'S DIGEST: Settles Underfunded U.K. Pension Claim
REAL MEX: Looking for New CFO; Tanner to Step Down in February

REGENT COMMS: Nasdaq Market Suspends Stock Trading
REGENT COMMS: Inks New Deal With Stakelin & Vasconcellos
ROBERT LUPO: Updated Chapter 11 Case Summary
RVL TEXAS: LIRVP & Randolph Wants Chapter 11 Case Dismissed
SANTA CLARA: Can Access East West Bank's Cash to Pay Insurance

SCOTTS MIRACLE-GRO: Moody's Assigns 'Ba2' Corporate Family Rating
SERGIO GONZALEZ: Voluntary Chapter 11 Case Summary
SHADOW GROUP: Case Summary & 15 Largest Unsecured Creditors
SCHAWK INC: Completes Refinancing of Revolving Credit Facility
SKI MARKET: Agrees to Honor At Least Half of Gift Card Value

SMURFIT-STONE CONTAINER: Workers Bring ERISA Class Action
SOBEYS INC: S&P Raises Corporate Credit Ratings From 'BB+'
SOLECO INCORPORATED: Updated Chapter 11 Case Summary
SPANSION INC: Gets Nod for Mandate Letter With Barclays
SPANSION INC: Proposes to Transfer Unit to Elpida

SPANSION INC: Silver Lake Backstop Agreement Approved
STAGE COACH: Case Summary & 2 Largest Unsecured Creditors
STALLION OILFIELD: Court Confirms Reorganization Plan
STATION CASINOS: Creditors Balk at Bid to Pay $1-Bil. to Lenders
STATLER TOWERS: Trustee Shuts Down Towers After Sale Failed

STERLING LORO: Voluntary Chapter 11 Case Summary
STERLING MINING: Wants Solicitation Period Extended Until May 31
STONE ENERGY: Moody's Assigns 'Caa1' Rating on New Senior Notes
STONE ENERGY: S&P Assigns 'BB-' Rating on $250 Mil. Senior Notes
SUMI PRINTING: Case Summary & 20 Largest Unsecured Creditors

SUNDOWN HILLS: Asks for Court's Permission to Use Cash Collateral
SUNDOWN HILLS: Files List of 20 Largest Unsecured Creditors
SUNDOWN HILLS: Sec. 341 Creditors Meeting Set for Feb. 11
SUNGARD DATA: Fitch Gives Stable Outlook; Affirms 'B' Rating
TEMPE LAND: To Sell Centerpoint Condominiums in April 2010

THOMAS E NICKERSON: Files Schedules of Assets and Liabilities
TIMOTHY RAY WRIGHT: Wants Access to Rental Revenue to Pay Repairs
TIMOTHY RAY WRIGHT: Files Schedules of Assets and Liabilities
TLC VISION: U.S. Trustee Appoints 3-Member Creditors Committee
TLC VISION: Section 341(a) Meeting Scheduled for January 28

TONJA LYNN DEMOFF: Case Summary & 14 Largest Unsecured Creditors
TOYS "R" US: Reports December 2009 Comparable Store Sales
TRUDY CORPORATION: Incurs $201,883 Net Loss in June 30 Quarter
TXCO RESOURCES: Anadarko & Newfield Team Up to Bid for Assets
UAL CORP: Prices $700 Million Secured Debt Securities

UNITED AIR: Moody's Assigns 'Caa2' Rating on $150 Mil. Notes
UNITED AIR: S&P Assigns 'CCC' Rating on $150 Mil. Senior Notes
URANIUM RESOURCES: Receives NASDAQ Non-Compliance Notice
VION PHARMACEUTICALS: U.S. Trustee Picks 3-Member Creditors Panel
VION PHARMACEUTICALS: Posts Filing of Special Protocol Assessment

WASHINGTON MUTUAL: Equity Security Committee Appointed
WASHINGTON MUTUAL: Wants Equity Committee Disbanded
WASHINGTON MUTUAL: Disputes Wells Fargo Debenture Claims
WASHINGTON MUTUAL: Grant Thornton Providing More Work
WASHINGTON MUTUAL: $15 Million in Fees for Professionals Approved

WEST PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
WILDHORSE MOUNTAIN: Voluntary Chapter 11 Case Summary
WILDWOOD ROSE: Voluntary Chapter 11 Case Summary
WINDSOR ENERGY: S&P Puts 'BB+' Ratings on CreditWatch Negative
WL HOMES: Ch. 7 Trustee Slams Baker Hostetler Fee Bid

WOODY MEDLOCK: Faces Charges for Conspiracy and Wire Fraud
WORSHIP IN TRUTH CHURCH: Case Summary & Unsecured Creditor
WYLE HOLDINGS: Stock Exchanges Cue S&P to Lift Rating to 'B+'
YRC WORLDWIDE: S&P Raises Corporate Credit Rating to 'CCC-'
YUKOS OIL: EU Human Rights Court Delays $98 Mil. Suit vs. Russia

* Obama Weighs Fee to Recoup Bank Bailout and Cut Deficit
* Senate Mulls Creation of Special Bankruptcy Court for Banks

* Andrew D. Shapiro Named a Partner at Butler Rubin Law Firm
* Blank Rome Expands Los Angeles, California Office
* Kevin Flanagan Joins Morris Anderson as Managing Director
* Malcolm Wright Joins Alvarez & Marsal Transaction Advisory Group

* Manchester Companies Names New Partners / Shareholders
* Mark Kindy Joins Alvarez & Marsal Services
* Stroock Names New Partner & Special Counsel

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


                            *********

ABITIBIBOWATER INC: Unit Settles EPA Air Claims
-----------------------------------------------
Bowater Inc. has settled a Clean Air Act lawsuit brought on behalf
of the U.S. Environmental Protection Agency, with a district court
approving a deal calling for the newsprint producer to better
monitor emissions from a Tennessee mill and give the U.S. a
$30,000 bankruptcy court claim, according to Law360.

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).


AE BIOFUELS: September 30 Balance Sheet Upside-Down by $1.64-Mil.
-----------------------------------------------------------------
AE Biofuels, Inc.'s consolidated balance sheet at September 30,
2009, showed $19,761,005 in total assets and $21,410,903 in total
liabilities, resulting in a $1,641,898 stockholders' deficit.

At September 30, 2009, the Company's consolidated balance sheet
also showed current assets of $1,482,626 and current liabilities
of $21,410,903, resulting in a working capital deficit of
$19,928,277.

The Company reported a net loss of $3,784,678 on sales of
$4,054,985 for the three months ended September 30, 2009, compared
with a net loss of $3,651,084 on no sales for the same period of
2008.

For the three months ended September 30, 2009, 100% of the
Company's revenue was derived from the sale of biodiesel.
All revenue during 2009 is from the Company's India geographic
segment.  No revenues were recorded for the three months ended
September 30, 2008.

The Company reported a net loss of $8,772,678 on sales of
$7,552,938 for the nine months ended September 30, 2009, compared
to a net loss of $13,156,823 on no sales for the same period of
2008.

A full-text copy of the Company's quarterly report for the three
months ended September 30, 2009, is available at no charge at:

                  http://researcharchives.com/t/s?4d4c

                       Liquidity Concerns

Funds available at September 30, 2009, are sufficient to cover
less than one month of domestic operating costs, the Company said.

With regards to the Company's $5,000,000 senior secured note held
by Third Eye Capital ABL Opportunities Fund (which had a carrying
value at September 30, 2009 of $5,818,369), the Company was not in
compliance with the current ratio covenant for the months of
November 2008 through September 2009 under the loan agreement.
Further, the Company was not in compliance with the stock market
capitalization covenant for December 2008 through September 2009.

On August 11, 2009, the Company received a notice of default under
the Note and Warrant Purchase Agreement asserting that the Company
failed to maintain its current ratio and stock market
capitalization covenants and as a result Events of Default have
occurred and are continuing.  The Company says it is currently in
discussions with the Purchaser with regards to an amendment to the
Note and Warrant Purchase Agreement for the modification of terms.

On October 7, 2009, Universal Biofuels Private Limited ("UBPL"), a
wholly owned subsidiary, received a demand notice from the State
Bank of India.  The notice informs UBPL that an event of default
has occurred for failure to make an installment payment on the
loan due in June, 2009 and demands repayment of the entire
outstanding indebtedness of 19.60 crores (approximately
$4 million) together with all accrued interest thereon and any
applicable fees and expenses by October 10, 2009.

Net cash used in operating activities for the nine months ended
September 30, 2009, was $1.93 million.  Net cash used in operating
activities for the same nine months of fiscal 2008 was
$7.30 million.

Net cash used in investing activities during the nine months ended
September 30, 2009, was $78,978, compared to net cash used by
investing activities of $3.05 million for the same period in 2008.

Net cash provided by financing activities during the nine months
ended September 30, 2009, and 2008, was $1.73 million, and
$10.13 million, respectively.

                       Going Concern Doubt

The Company has experienced losses and negative cash flow since
inception and currently has an accumulated deficit and a negative
stockholders' equity balance.  "These factors raise substantial
doubt about its ability to continue as a going concern."

                        About AE Biofuels

AE Biofuels, Inc. (OTC BB: AEBF) -- http://www.aebiofuels.com/--
is an international biofuels company focused on the development,
acquisition, construction and operation of next-generation fuel
grade ethanol and biodiesel facilities, and the distribution,
storage, and marketing of biofuels.  The Company began selling
fuel grade biodiesel from its production facility in Kakinada,
India in November 2008 and began operating a cellulosic ethanol
commercial demonstration facility in Butte, Montana in August
2008.


AMERICAN INT'L: Has Asked Ex-Lehman Lawyer Russo as Gen. Counsel
----------------------------------------------------------------
The Wall Street Journal's Serena Ng and Joann Lublin report that
people familiar with the matter said American International Group
has asked Thomas A. Russo, the former top in-house lawyer at
Lehman Brothers, to be its next general counsel.

The Journal notes Mr. Russo, 66, has served as the chief legal
officer at Lehman for over 15 years through its 2008 bankruptcy;
he was a close aide of former Lehman CEO Dick Fuld; and left the
firm at the end of 2008.  Mr. Russo is also a former deputy
general counsel of the Commodity Futures Trading Commission.
Before joining Lehman in 1993, he worked at Cadwalader, Wickersham
& Taft.  Mr. Russo joined Patton Boggs in New York in the Spring
of 2009.

A source told the Journal AIG has given Mr. Russo a written offer
letter and is discussing his proposed pay package with the office
of U.S. pay czar Kenneth Feinberg.  That source said it is not
known if Russo has accepted the offer, though AIG officials expect
him to.

AIG's previous top in-house lawyer, Anastasia Kelly, resigned in
December after her salary was reduced.  Ms. Kelly was given a
severance package of about $3.9 million.

                          About AIG Inc.

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

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

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


ARCH ALUMINUM: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Arch Aluminum & Glass Co., Inc., and its debtor-affiliates filed
with the U.S. Bankruptcy Court for the Central District of
California a summary of their schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $13,854,000
  B. Personal Property           $106,091,819
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $118,204,702
  E. Creditors Holding
     Unsecured Priority
     Claims                                                 $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $31,967,011
                                  -----------      -----------
                     TOTAL        $19,945,819     $150,171,713

Tamarac, Florida-based Arch Aluminum & Glass Co., Inc. -- fka
Trident Consolidated Industries, Arch, Inc., and Arch Tulsa
Acquisition Co.; and dba Arch Mirror North, Arch Mirror South,
Architectural Safety Glass, Arch Mirror West, Arch Tempered Glass
Products, and Arch Deco Glass -- was founded in 1978 by Robert
Silverstein, as a small South Florida glass and metal distributor
with a single truck.  During the 1980's the Company opened
fabrication facilities and additional distribution facilities in
Florida and the Northeast.  The Company provides a comprehensive
line of products and services to more than 5,000 customers from 28
office, manufacturing and distribution facilities located in 19
states nationwide.

The Company filed for Chapter 11 bankruptcy protection on
November 25, 2009 (Bankr. S.D. Fla. Case No. 09-36232).  The
Company listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

The Company's affiliates -- Arch Aluminum L.C.; AWP, LLC, dba
Yale-Ogron; Arch Aluminum and Glass International Inc.; and AAG
Holdings, Inc. -- also filed separate Chapter 11 petition.

Paul J. Battista, Esq., at Genovese Jblove & Battista, P.A.,
assists the Debtors in their restructuring efforts.  Schnader
Harrison Segal & Lewis LLP is the Debtors' special counsel.
Vincen J. Colistra at Phoenix Management Services is the Debtors'
restructuring services provider.  Michael Dillahunt and Piper
Jaffrey & Co. is the Debtors' investment banker.


ASARCO LLC: Halcyon & Midtown to Pursue Administrative Claims
-------------------------------------------------------------
Edward O. Sassower, Esq., at Kirkland & Ellis LLP, in New York,
disclosed, pursuant to Rule 2019 of the Federal Rules of
Bankruptcy Procedure, that his firm represents two creditors in
Asarco LLC's bankruptcy cases:

  (1) Halcyon Master Fund, L.P.
      477 Madison Avenue
      8th Floor
      New York, NY 10022; and

  (2) Midtown Acquisitions L.P.
      formerly known as DK Acquisition Partners, L.P
      65 East 55th Street
      19th floor
      New York, NY 10022

Mr. Sassower relates that Kirkland & Ellis represents Halcyon and
Midtown in connection with the submission and prosecution of a
motion for payment of administrative expense claims related to the
substantial contribution they have made to the Debtors' cases by
conducting diligence on and valuing the Southern Copper Company
Final Judgment and submitting a binding bid for certain SCC
Litigation Trust Interests.

Mr. Sassower recounts that in June, July and August 2009, the
Debtors instituted and ran a process for soliciting offers from
third parties to purchase some or all of the SCC Litigation Trust
Interests.  The Creditors participated in the process and on
August 13, 2009, submitted a binding offer for the purchase of
certain SCC Litigation Trust Interests.

The Creditors filed with the Court on October 20, 2009, a request
for the allowance of certain administrative claims for the
substantial contribution their bid submission has made to the
Debtors' cases.  Kirkland & Ellis represents the Creditors with
respect to this request.

Mr. Sassower assures Judge Schmidt that neither he nor his firm
holds any claims against or equity interests in the Debtors.

                       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: Parent Gets Relief From SCC Judgement
-------------------------------------------------
Upon review, the U.S. District Court for the Southern District of
Texas opined that defendant Americas Mining Corporation is
entitled to relief from compliance of the District Court's "final
judgment" under Rule 60(b)(5) of the Federal Rules of Civil
Procedure because the judgment has been released under the terms
of ASARCO LLC's confirmed plan of reorganization, which became
effective and was substantially consummated on December 9, 2009.

The Final Judgment Pertains to the ruling entered by the
Bankruptcy Court with respect to transfer dispute with ASARCO LLC
of certain stock of Southern Peru Copper Company, now known as
Southern Copper Corporation, to AMC.  The District Court
determined that the Parent's transfer of certain ASARCO LLC
interests in Southern Copper Company was a fraudulent conveyance,
and the District Court's ruling for the return of the SCC shares,
plus any related dividends, back to ASARCO by the Parent.

The District Court entered the Final Judgment on April 15, 2009,
awarding ASARCO the return of 260,093,694 shares of common stock
of Southern Copper Corporation and $1,382,307,216 in money damages
and prejudgment interest. AMC appealed the judgment on July 20,
2009, which appeal has been docketed in the Fifth Circuit.

However, after the Final Judgment was entered, the Bankruptcy
Court in ASARCO's bankruptcy case twice recommended the approval
of the Parent's Plan.  Subsequently, on November 13, 2009, the
District Court confirmed the Parent's Plan.

The Parent's Chapter 11 Plan for ASARCO provides for the release
of the Final Judgment upon the occurrence of the effective date
of the Parent's Plan.  The Effective Date occurred, and the
Parent's Plan was substantially consummated, on December 9, 2009.
Thus, Mr. Antweil contends, the Final Judgment has been released
under the terms of the Parent's Plan.

The District Court therefore has now held that if the Fifth
Circuit Court of Appeals were to remand the adversary case, the
District Court would grant AMC relief from the Final Judgment
under civil Rule 60(b)(5).  AMC is expressly authorized to
petition the Fifth Circuit for immediate remand of the appeal in
the case so that the District Court may issue an order granting
AMC's request for relief under Rule 60(b)(5).

                           Appeal

Judge Hanen allowed Elliott Management and The Baupost Group to
intervene as appellees in the appeal proceeding initiated by
Asarco Incorporated and Americas Mining Corporation of Judge
Schmidt's Expense Reimbursement Order dated July 29, 2009, with
respect to expenses incurred by certain bidders in connection
with the potential auction and sale of all or a portion of the
judgment entered on April 15, 2009, by the U.S. District Court
for the Southern District of Texas, Brownsville Division, in
favor of ASARCO LLC, in the litigation against Americas Mining
Corporation relating to shares of Southern Peru Copper Company,
now known as Southern Copper Corporation.

In a separate request, AMC and Asarco Incorporated, and Elliott
and Baupost, jointly asked the U.S. District Court for the
Southern District of Texas to modify the briefing schedule in the
appeal proceeding.  Accordingly, the parties sought and obtained
these modifications to the Briefing Schedule:

  (a) Appellant's brief in support of the appeal is due
      January 15, 2010;

  (b) Appellee's briefs in opposition are due January 29, 2010;
      and

  (c) Appellant's reply to remain is due February 5, 2010.

The Modified Briefing Schedule will allow both parties a better
opportunity to review, analyze and brief for the Court the
factual and legal issues implicated by the appeal of the Expense
Reimbursement Order, and will not prejudice any party-in-interest
or to inconvenience the Court.

                       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: Plan Administrator Objects to USW Claim
---------------------------------------------------
Mark A. Roberts, the plan administrator for Asarco LLC, asks the
Bankruptcy Court to disallow and extinguish Claim No. 10531
asserted by United Steel, Paper, and Forestry, Rubber,
Manufacturing, Energy, Allied Industrial and Service Workers
International Union, American Federation of Labor and Congress of
Industrial Organizations, Central Labor Council.

The Union filed on July 27, 2006, a general unsecured claim in
the estimated, unliquidated amount of no less than $83,000,000,
asserting claims against ASARCO based on debts allegedly incurred
under the then-existing collective bargaining agreement between
the Union and ASARCO.  The Union filed the Union Claim both in
its capacity as the collective bargaining representative of
ASARCO LLC's employees and on behalf of retirees for, among other
things, "post-retirement medical and other benefits," which the
Union characterized as "unliquidated, but at least $83,000,000,"
and entitled to administrative expense priority.  The Union Claim
also referred to an unspecified amount of liability, arising from
certain grievances filed by Union members under the Old CBA and
certain other amounts, which may be due to Union members under
the Old CBA.

Deborah D. Williamson, Esq., at Cox Smith Matthews Incorporated,
in San Antonio, Texas, contends that the Union filed its Claim
based on causes of action, which were already being litigated in
the United States District Court for the District of Arizona, and
which was subsequently settled and released in accordance with a
court-approved settlement.  As a result, she maintains, the Union
Claim is unenforceable against ASARCO LLC pursuant to Section
502(b)(1) of the Bankruptcy Code.

For the avoidance of doubt, Ms. Williams asserts that if
Reorganized ASARCO is liable for any grievance claims by Union
members under the New CBA related to any of Reorganized ASARCO's
Employee Benefit Plans, workers' compensation benefits, or
Pension Plans, Reorganized ASARCO has agreed to pay those
grievance claims in the ordinary course of its business, even if
the liability or obligation relates to Claims incurred prior to
the Effective Date.  She also asserts that grievance claims are
also not enforceable under proof of claim against the estate of
ASARCO and should be disallowed and extinguished under Section
502(b)(1) and be treated as provided in the Plan and Confirmation
Order.

A hearing has been set for February 9, 2010, to consider the Plan
Administrator's objection.

                       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)


ATI ACQUISITION: Moody's Upgrades Rating on Senior Loan to 'Ba3'
----------------------------------------------------------------
Moody's upgraded the senior secured credit facility rating of ATI
Acquisition Company to Ba3 from B1, based on the executed capital
structure used to finance the acquisition of ATI Enterprises,
Inc., by funds advised by BC Partners, Inc.  While the overall
debt that was issued for the acquisition remained substantially
unchanged from the originally proposed capital structure, the one-
notch upgrade reflects stronger support to the senior secured
facility as a greater proportion of the debt was issued at the
subordinated tranche level.  The B2 Corporate Family and
Probability of Default ratings, and the Caa1 rating on the senior
subordinated facility remain unchanged.  The outlook for the
ratings is stable.

Moody's took these rating actions:

  -- Affirmed the B2 Corporate Family Rating;

  -- Affirmed the B2 Probability of Default Rating;

  -- Upgraded the $17.5 million (formerly $35 million) revolving
     credit facility due 2014 to Ba3 (LGD 2, 29%) from B1 (LGD 3,
     35%);

  -- Upgraded the $157.5 million (formerly $165 million) term loan
     B due 2014 to Ba3 (LGD 2, 29%) from B1 (LGD 3, 35%); and

  -- Affirmed the Caa1 (LGD 5, 85%) rated $90 million (formerly
     $65 million) senior subordinated facility due 2015.

The ratings outlook is stable.

The previous rating action on the company was when first time
ratings were assigned to ATI by Moody's on December 4, 2009.

ATI, based in North Richland Hills, Texas, is a postsecondary
education company focused on vocational programs that operates 24
career training centers and schools in Texas, Florida, New Mexico,
Arizona, and Oklahoma with approximately 15,500 enrolled students.


BANK OF AMERICA: Faces Charges on Non-Disclosure of Merrill Losses
------------------------------------------------------------------
The Securities and Exchange Commission on Tuesday charged Bank of
America with violating the federal proxy rules by failing to
disclose extraordinary financial losses at Merrill Lynch prior to
a shareholder vote to approve a merger between the two companies.

The SEC's complaint, filed in U.S. District Court for the Southern
District of New York, alleges that Bank of America learned prior
to the Dec. 5, 2008, shareholder vote that Merrill Lynch had
incurred a net loss of $4.5 billion in October 2008 and estimated
billions of dollars of additional losses in November.  Bank of
America erroneously and unreasonably concluded that no disclosure
concerning these extraordinary losses was required as shareholders
were called upon to vote on the proposed merger with Merrill
Lynch.  The lack of any disclosure about the losses deprived
shareholders of up-to-date information that was essential to their
ability fairly to evaluate whether to approve the merger on the
terms presented to them.  Bank of America's failure to disclose
this information violated its undertaking to update shareholders
concerning fundamental changes to previously disclosed
information, and rendered its prior disclosures materially false
and misleading.

Last August, the Commission filed a separate action charging Bank
of America with misleading investors about billions of dollars in
bonuses that were being paid to Merrill executives.  The SEC's
filing follows Monday's ruling by the Honorable Jed S. Rakoff that
the SEC's proposed charges relating to the Merrill losses should
be filed separately rather than being consolidated with the
current complaint challenging the bonus disclosure.  That case is
currently set for trial to begin on March 1, 2010, before Judge
Rakoff.

According to the SEC's complaint, the actual and estimated losses
at Merrill Lynch for the fourth quarter of 2008 together
represented approximately one-third of the value of the merger at
the time of the shareholder vote and more than 60 percent of the
aggregate losses that the firm sustained in the preceding three
quarters combined.  The SEC's complaint further alleges that
Merrill's deteriorating performance represented a fundamental
change to the financial information that Bank of America provided
shareholders in the proxy statement used to solicit votes for
approval of the merger.  In connection with the merger, Bank of
America also publicly filed a registration statement in which it
represented that it would update shareholders about any
fundamental changes in the information previously disclosed.

The SEC's complaint charges Bank of America with violating Section
14(a) of the Securities Exchange Act of 1934 and SEC Rule 14a-9 by
failing to make any disclosure to its shareholders of the losses
that Merrill Lynch incurred in the two-month period leading to the
Dec. 5, 2008 shareholder vote.

The SEC acknowledges the assistance of the U.S. Attorney's Offices
for the Southern District of New York and Western District of
North Carolina, the Federal Bureau of Investigation, and the
Office of The Special Inspector General for the Troubled Asset
Relief Program.

                       About Bank of America

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

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

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

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


BARZEL INDUSTRIES: Wants Plan Filing Extended Until April 13
------------------------------------------------------------
Barzel Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods to propose a Chapter 11 Plan and to solicit
acceptances of that Plan until April 13, 2010, and June 11, 2010,
respectively.

The Debtors submitted their first request for an extension before
the expiration of the plan exclusivity on January 13, 2010.

A hearing on the proposed extension is scheduled for January 29,
2010, at 2:00 p.m.  Objections, if any, are due on January 22, at
4:00 p.m.

Norwood, Massachusetts-based Barzel Industries, Inc., processes
and distributes steel.  The Company manufactures steel for the
construction and industrial manufacturing industries, and produces
finished commercial racking products.

Barzel recorded assets of $370,145,000 against debts of
$375,412,000 as of May 30, 2009.

Barzel Industries -- aka Novamerican Steel Inc. and Symmetry
Holdings Inc. -- and seven affiliates filed for Chapter 11 on
September 15, 2009 (Bankr. D. Del. Case No. 09-13204). Judge
Christopher S. Sontchi presides over the cases. J. Kate Stickles,
Esq., at Cole, Schotz, Meisel, Forman & Leonard, in Wilmington,
Delaware, and Karen M. McKinley, Esq., and Norman L. Pernick,
Esq., at Cole Scholtz Meisel Forman Leonard, P.A., in Wilmington,
Delaware, serve as legal counsel.

On the same day, the Company filed applications for relief under
the Canadian Companies' Creditors Arrangement Act in the Ontario
Superior Court of Justice -- Commercial List.

Barzel Industries and substantially all of its U.S. and Canadian
subsidiaries have an Asset Purchase Agreement with Chriscott USA
Inc. and 4513614 Canada Inc. pursuant to which the Buyer will
purchase substantially all of the assets of the Sellers for
$65.0 million in cash, subject to certain adjustments, and assume
certain liabilities from the Sellers associated with the purchased
assets.  The deal is subject to approval by both U.S. and Canadian
Courts.


BEAZER HOMES: Completes Offering of 22-Mil. Shares of Stock
-----------------------------------------------------------
Beazer Homes USA, Inc. completed an underwritten offering of
22,425,000 shares of its common stock, par value $0.001 per share,
which included the exercise of the underwriters' over-allotment
option in full, pursuant to an Underwriting Agreement, dated Jan.
6, 2010, with Citigroup Global Markets Inc. and Credit Suisse
Securities (USA) LLC, as representatives of the several
underwriters.

The offering of the Shares was made pursuant to the Company's
Registration Statement on Form S-3 relating to the Shares, the
Convertible Notes, and other securities of the Company, including
the Company's prospectus, dated Jan. 4, 2010, as supplemented by a
prospectus supplement relating to the Shares, dated January 6,
2010, filed by the Company pursuant to Rule 424(b)(5) under the
Securities Act of 1933, as amended.

Also on January 12, 2010, the Company completed an underwritten
offering of $57.5 million aggregate principal of amount of its 7
1/2% Mandatory Convertible Subordinated Notes due 2013, which
included the exercise of the underwriters' over-allotment option
in full, pursuant to an Underwriting Agreement, dated Jan. 6,
2010, with the Representatives, as representatives of the several
underwriters.

The offering of the Convertible Notes was made pursuant to the
Registration Statement, including the Prospectus, as supplemented
by a prospectus supplement relating to the Convertible Notes,
dated Jan. 6, 2010, filed by the Company pursuant to Rule
424(b)(5) under the Securities Act of 1933, as amended.
The Company issued the Convertible Notes under an Indenture, dated
as of Jan. 12, 2010, as supplemented by the First Supplemental
Indenture, dated as of Jan. 12, 2010, each between the Company and
U.S. Bank National Association, as trustee.  The Convertible Notes
are general, unsecured obligations, will not be guaranteed by any
of the Company's subsidiaries, and will rank junior to all of the
Company's existing and future senior indebtedness and to all
indebtedness of the Company's subsidiaries.  The Convertible Notes
will accrue interest at a rate of 7.50% per year, which will be
payable in arrears on January 15, April 15, July 15 and October 15
of each year, commencing on April 15, 2010.

The Convertible Notes will mature on Jan. 15, 2013.  Each
Convertible Note, unless previously converted, will automatically
convert at the stated maturity date into shares of the Company's
common stock, par value $.001 per share.  The conversion rate for
each Convertible Note will not be more than 5.4348 shares of
Common Stock per $25 principal amount of Convertible Notes and not
less than 4.4547 shares of Common Stock per $25 principal amount
of Convertible Notes, depending on the applicable market value of
the Common Stock at the time of conversion, subject, in each case,
to customary anti-dilution adjustments.  In the event the
Company's consolidated tangible net worth, measured as of the last
day of each fiscal quarter, shall be less than $85,000,000, the
Company has the right to require holders to convert all, but not
less than all, of the Convertible Notes then outstanding for
shares of Common Stock at the then-applicable Maximum Conversion
Rate, in addition to a make-whole payment equal to (x) any accrued
and unpaid interest on the Convertible Notes plus (y) the present
value of the remaining interest payments on the Convertible Notes.
At the Company's option, it may satisfy any such make-whole
payment by delivering additional shares of Common Stock to the
converting holder.  Except in the limited circumstances described
above, the Company may not redeem or require the conversion of the
Convertible Notes prior to the stated maturity date.

Prior to the maturity date, holders may convert the Convertible
Notes, in whole or in part, into shares of Common Stock at the
then-applicable Minimum Conversion Rate.  If the Company undergoes
a fundamental change prior to Jan. 15, 2013, holders may convert
the Convertible Notes into shares of Common Stock at a specified
conversion rate that is calculated based on the stock price of the
Common Stock at the time of the fundamental change, as set forth
in the Indenture, and will be entitled to a make-whole payment
equal to (x) any accrued and unpaid interest on the Convertible
Notes plus (y) the present value of the remaining interest
payments on the Convertible Notes. At the Company's option, it may
satisfy any such make-whole payment by delivering additional
shares of Common Stock to the converting holder.

On Jan. 7, 2010, the Company entered into a First Amendment to the
Section 382 Rights Agreement, dated as of July 31, 2009, between
the Company and American Stock Transfer & Trust Company, LLC, as
Rights Agent.  Pursuant to the Amendment, the "Expiration Date" of
the "Rights" was advanced to 9:00 a.m. on Jan. 7, 2010.  As a
result of the Amendment, as of 9:00 a.m. on Jan. 7, 2010, the
Rights were no longer outstanding and were not exercisable and the
Rights Agreement was terminated and of no further force or effect.

                        About Beazer Homes

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

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

                             *   *   *

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


BERNARD L MADOFF: Picard Applies for Canadian Counsel
-----------------------------------------------------
Irving H. Picard, Esq., as trustee for the substantively
consolidated liquidation of Bernard L. Madoff Investment
Securities LLC and Bernard L. Madoff seeks permission from the
Bankruptcy Court to retain special counsel nunc pro tunc to
September 1, 2009.

Mr. Picard has determined that it will be necessary to engage
counsel to represent him in Canada.  The Trustee, therefore,
proposes to retain and employ the law firm of Kugler Kandestin,
L.L.P. as its special counsel with regard to its recovery of
customer property in Canada, and any related matters.

Kugler will be compensated at rates 10% below its normal rates:

   Level of Experience    Normal Rates       Agreed Upon Rates
   -------------------    ------------       -----------------
     Partner              CDN$450-600         CDN$405-560
     Associate            CDN$200-300         CDN$180-270
     Paralegal                CDN$95           CDN$85.50

                    Trustee Wants $24.8 Million

The trustee liquidating the brokerage owned by Lehman Brothers and
his law firm are entitled to $24.8 million in compensation for the
months June through September, according to the Securities
Investor Protection Corp., Bill Rochelle at Bloomberg News
reported.

                      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.).


BLUE HERON PAPER: Gets Interim Nod to Use Cash Collateral
---------------------------------------------------------
Blue Heron Paper Company sought, and obtained interim approval
from the Hon. Randall L. Dunn of the U.S. Bankruptcy Court for the
District of Oregon to use cash collateral.
The attorney for the Debtor -- Brandy A. Sargent, Esq., and Robert
J. Vanden Bos, Esq., who have offices in Portland, Oregon --
explained that the Debtor needs the money to fund its Chapter 11
case, and pay suppliers and other parties.

The Debtor owes Wells Fargo $14.54 million pursuant to the terms
of a Credit and Security Agreement dated as of December 30, 2003,
as amended.  The debt consists of $12.2 million of revolving
credit advances and $2.325 million of unamortized principal under
a machinery and equipment note, plus fees, costs and interest.

The Debtor said that the use of cash collateral will not harm its
primary lender, Wells Fargo, because (i) the Bank is protected by
a generous equity cushion and (ii) if for any reason Blue Heron
cannot reorganize, its use of cash collateral will result in a
large net increase in the liquidation value of the Bank's other
collateral.  The Debtor will provide further adequate protection
to the Bank in the form of a replacement lien on postpetition
inventory and accounts.  The Debtor said that the Bank is the only
party with an interest in the estate's cash.

The Debtor will use the collateral pursuant to a weekly budget, a
copy of which is available for free at:

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

The Court has set a February 1, 2010 hearing to consider final
approval for the cash collateral use.

Wells Fargo is represented by Michael W. Fletcher, Esq., at Tonkon
Torp LLP.

                          About Blue Heron

Oregon City, Oregon-based Blue Heron Paper Company filed for
Chapter 11 bankruptcy protection on December 31, 2009 (Bankr. D.
Ore. Case No. 09-40921).  Brandy A. Sargent, Esq., and Robert J.
Vanden Bos, Esq., who have offices in Portland, Oregon, assist the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


BROADWAY 401: Filed for Chapter 11 to Implement Settlement
----------------------------------------------------------
Broadway 401 LLC and affiliates filed Chapter 11 petitions to
implement a settlement with senior lenders.

The Debtors own a 559-unit residential development at 401 and 425
Massachusetts Ave. in Washington.  Court papers say construction
is essentially complete although the buildings are vacant.

Under the settlement, the project will be sold either to the
existing senior lenders or to third parties.

The settlement, to be implemented through confirmation of a
Chapter 11 plan, will give title to the holders of the first
mortgage.  The disclosure statement explaining the plan say the
senior lenders' recovery will range between 50.5% and 73.5%.

The mezzanine lenders and unsecured creditors with $71.8 million
in claims are to receive nothing under the plan, according to the
disclosure statement.

A court filing says no bids for the property would have paid the
first mortgage in full.

There is $213.6 million owing on the first mortgage, including
$4.3 million above the original principal amount of the mortgage
advanced by the lender to complete and maintain the property. The
second-lien mezzanine debt is $36.6 million.

Broadway 401 LLC and its affiliates filed for Chapter 11 on
January 11, 2010 (Bankr. D. Del. Case No. 10-10070).

Broadway 401 LLC and its co-debtors Broadway Mass Associates LLC
and Broadway Mass TIC I LLC, are owned by Lazar Muller, Samuel
Weiss, Charles Herzka, David Weldler and the 1997 Neumann Family
Trust.  The Debtors acquired the property located at 401
Massachusetts Ave. and 425 Massachusetts Ave. between December
2004 and January 2006 for more than $47 million.  Since that time,
they've improved the properties with two 14-story residential
towers containing 559 residential condominiums.  The towers are
known as "The Dumont" and are reportedly "vacant but essentially
. . . complete and ready for occupancy."  Broadway 401 said it has
assets and debts of $100,000,001 to $500,000,000 in its petition.


CARMIKE CINEMAS: Moody's Rates New Credit Facilities at 'B1'
------------------------------------------------------------
Moody's Investors Service rated Carmike Cinemas, Inc.'s proposed
new credit facilities B1, one notch above the company's B2
corporate family rating, which remains unchanged.  While Carmike's
B3 probability of default rating remains unchanged, the company's
ratings outlook was prospectively changed to stable from negative
reflecting the improved maturity profile, pro forma for the
closing of the facilities as proposed.

Proceeds from the proposed facilities (comprised of a $30 million
3-year revolving term loan and a $275 million 6-year term loan B)
will be used to refinance and retire existing credit facilities,
and since they are approximately the same aggregate size and
benefit from the same collateral package, they are rated at the
same B1 level as the facilities they replace.  In the event the
transaction does not close shortly, and on the basis expected, the
ratings and outlook may be reconsidered.

"Carmike's B2 rating is based on expectations that the company can
continue to generate meaningful levels of free cash flow" said
Bill Wolfe, Moody's Vice President / Senior Credit Officer.  Wolfe
also noted that Moody's expects free cash flow to be applied
towards debt reduction, and that Carmike's leverage and coverage
measures will continue to progress towards levels that are more
appropriate for a B2-rated cinema operator.  In particular,
Moody's expects leverage to fall below 6.0x by the end of 2010 and
to be on track to reach +/- 5.5x by the end of 2011.  While it
does not impact the company's business prospects, given
expectations of improving leverage and coverage, since the
refinance transaction eliminates near term refinance risk, it
allows Carmike's ratings outlook to be stabilized.

Issuer: Carmike Cinemas, Inc.

Assignments:

  -- Proposed Senior Secured Bank Credit Facility, Assigned B1
     (LGD2, 28%)

Rating Actions:

  -- Corporate Family Rating, Unchanged at B2

  -- Probability of Default Rating, Unchanged at B3

  -- Existing Senior Secured Bank Credit Facility, Unchanged at B1
     (LGD2, 29%)

Outlook actions:

  -- Outlook: Changed to Stable from Negative

The ratings are subject to the closing of the proposed transaction
and Moody's review of final documentation.  Upon closing, the
ratings of the existing credit facilities will be withdrawn.

Moody's most recent rating action concerning Carmike was taken on
December 18, 2008, at which time Moody's affirmed the company's B2
CFR, B3 PDR, and B1 senior secured bank credit facility rating.

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

Headquartered in Columbus, Georgia, and operating 246 cinema
theatres with 2,282 screens located in 35 states, Carmike is the
fourth largest motion picture exhibitor in the United States.


CARMIKE CINEMAS: S&P Assigns 'B-' Rating on $305 Mil. Loan
----------------------------------------------------------
Standard & Poor's Ratings Services assigned Columbus, Georgia-
based movie exhibitor Carmike Cinemas Inc.'s proposed senior
secured credit facilities of up to $305 million its issue-level
rating of 'B-' (at the same level as the 'B-' corporate credit
rating on the company).  S&P also assigned the facilities a
recovery rating of '4', indicating S&P's expectation of average
(30%-50%) recovery for lenders in the event of payment default.

The credit facilities consist of a term loan up to $275 million
due 2016 and a $30 million revolving credit facility due 2013.
S&P expects the company will use net proceeds from these
borrowings to refinance its existing senior secured debt and for
general corporate purposes.

In addition, S&P affirmed its outstanding ratings on the company,
including the 'B-' corporate credit rating.  The outlook on the
rating is stable.

"The 'B-' rating reflects Carmike's high lease-adjusted leverage,
a less modern theater circuit than those of key peers, a narrow
cushion of compliance with its adjusted leverage covenants, and
participation in the mature and highly competitive U.S. movie
exhibition industry," said Standard & Poor's credit analyst Jeanne
Shoesmith.

The rating also reflects the company's exposure to the fluctuating
popularity of Hollywood films and its concentration of operations
in regions with narrower film preferences.  In addition, Standard
& Poor's is concerned that, over the longer term, the
proliferation of competing entertainment alternatives will
pressure U.S. movie theater attendance.  Carmike's good
competitive positions in many of its smaller markets do not offset
these negative risk factors.

Based on screen count, Carmike is the fourth-largest theater chain
in the U.S., with 2,281 screens in 245 theaters in 35 states.
Carmike's theaters are less modern than those of other leading
chains, and S&P believes they would be more prone to attendance
deterioration if faced with new competition.  The company has
moved aggressively in installing 3-D screens.  However, many of
its venues do not have a large number of screens, which would
provide a wider selection of 2-D films and show times, and lack
stadium seating as well.  About two-thirds of Carmike's
nondiscount or first-run theaters have stadium seating.  The
company's theaters are primarily located in small-to-midsize
markets in the Southeast and Midwest, where film preferences tend
to be narrower.  This makes operating performance more volatile in
these markets than compared to the U.S. industry as a whole.

Pro forma for the transaction, the company's lease-adjusted debt
to EBITDA is high, at 6.3x for the 12 months ended Sept. 30, 2009.
Unadjusted EBITDA coverage of interest was 2.1x for the same
period.  Both ratios have improved slightly compared with the
prior-year period, largely due to strong EBITDA growth in late
2008 and the first half of 2009, along with lower interest rates
and slightly lower debt balances.  S&P expects modest improvement
in leverage to continue as a result of a mandate in the proposed
transaction requiring the company to use a significant portion of
excess cash flow to repay debt.


CATHOLIC CHURCH: Wilmington Sex Abuse Suit Set for June Trial
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Bankruptcy Court
will hold a trial in June to decide whether $76 million belongs
only to parishes or may be reached by plaintiffs with sexual abuse
claims against the Catholic Diocese of Wilmington Inc.  The
outcome of the trial will go a long way toward deciding how much
is available for distribution to claimants under a Chapter 11
plan.

                  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).


CCS MEDICAL: Judge Orders 2nd-Lien Lenders Committee
----------------------------------------------------
Law360 reports that a bankruptcy judge has ordered the formation
of an official committee of second-lien lenders in the CCS Medical
Inc.'s Chapter 11 case, reserving the right to remove any members
appointed to the committee by the U.S. trustee.

Founded in 1994, CCS Medical Inc. -- http://www.ccsmed.com/-- has
become a leading provider of medical supplies.  CCS Medical
assists patients that need diabetes test strips, insulin pumps,
urological supplies, ostomy supplies, advanced wound care
dressings and prescription drugs.  Clear Water, Florida-based CCS
Medical specializes in providing a convenient way for patients to
receive supplies for their chronic illnesses in a manner that
saves them time and money.

CCS Medical, along with its affiliates, filed for Chapter 11 on
July 8, 2009 (Bankr. D. Del. Case No. 09-12390).  At the time of
the filing, CCS Medical said that it had assets of $100 million to
$500 million against debts of $500 million to $1 billion.
Attorneys at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors.  Willkie Farr & Gallagher LLP serves as co-counsel to the
Debtors.  Goldman, Sachs & Co., serves as investment banker and
Alvarez & Marsal Healthcare Industry Group, LLC, as restructuring
advisor.  Epiq Bankruptcy Solutions LLC is claims agent.


CELL THERAPEUTICS: To Meet Investors & Analysts January 14
----------------------------------------------------------
Members of the management team of Cell Therapeutics Inc. will be
meeting with investors and analysts during the 28th Annual JP
Morgan Healthcare Conference being held from January 11 to 14,
2010 in San Francisco, California.  In addition, the Company will
make a presentation at the conference on Thursday, January 14,
2010 at 2:00 p.m. (Pacific time).

Headquartered in Seattle, Cell Therapeutics, Inc. (NASDAQ and MTA:
CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company committed to developing an integrated
portfolio of oncology products aimed at making cancer more
treatable.  CTI's principal business strategy is focused on cancer
therapeutics; an area with significant market opportunity that it
believes is not adequately served by existing therapies.
Subsequent to the closure of its Bresso, Italy operations in
September 2009, CTI's operations are conducted solely in the
United States.  During 2008, CTI had one approved drug, Zevalin(R)
(ibritumomab tiuxetan), or Zevalin, which it acquired in 2007,
generating product sales.  CTI contributed Zevalin to a joint
venture, RIT Oncology, LLC, upon its formation in December 2008
and in March 2009 CTI finalized the sale of its 50% interest in
RIT Oncology to the other member, Spectrum Pharmaceuticals, Inc.
All of CTI's current product candidates, including pixantrone,
OPAXIO and brostallicin are under development.

As of September 30, 2009, the Company had $87,299,000 in total
assets against $96,828,000 in total liabilities.  The Company's
September 30 balance sheet also showed strained liquidity: the
Company had $59,497,000 in total current assets, including
$54,992,000 in cash and cash equivalents, against $72,882,000 in
total current liabilities.

                       Bankruptcy Warning

"The condensed consolidated financial statements have been
prepared assuming that we will continue as a going concern, which
contemplates realization of assets and the satisfaction of
liabilities in the normal course of business for the twelve month
period following the date of these financials.  However, we have
incurred losses since inception and we expect to generate losses
from operations through 2010 primarily due to research and
development costs for pixantrone, OPAXIO and brostallicin.  Our
available cash and cash equivalents are approximately
$55.0 million as of September 30, 2009 and we do not expect that
we will have sufficient cash to fund our planned operations
through the second quarter of 2010, which raises substantial doubt
about our ability to continue as a going concern," the Company
said in its Form 10-Q filing with the Securities and Exchange
Commission.

"We have achieved cost saving initiatives to reduce operating
expenses, including the reduction of employees related to Zevalin
operations and the closure of our operations in Italy . . . and we
continue to seek additional areas for cost reductions.  However,
we will also need to raise additional funds and are currently
exploring alternative sources of equity or debt financing. We may
seek to raise such capital through public or private equity
financings, partnerships, joint ventures, disposition of assets,
debt financings or restructurings, bank borrowings or other
sources."

The Company cautioned additional funding may not be available on
favorable terms or at all.  If additional funds are raised by
issuing equity securities, substantial dilution to existing
shareholders may result.  If it fails to obtain capital when
required, the Company said it may be required to delay, scale
back, or eliminate some or all of its research and development
programs and may be forced to cease operations, liquidate its
assets and possibly seek bankruptcy protection.


CENTRAL PARK DEVELOPMENT: Glenview Development Foreclosure Sought
-----------------------------------------------------------------
Catfish Glenview LLC asks the Court to lift the stay to allow it
to foreclose on Central Park Development LLC's a 100,000 square-
foot commercial real estate development in Glenview, Illinois,
known as Central Plaza.

Catfish Glenview holds second priority liens on the development on
account of a $5.5 million mezzanine loan that matured in August.
Fifth Third Bank is owed $11.2 million on a first mortgage.

A hearing on the lift stay motion is scheduled for January 26.

Based in Chicago, Central Park Development LLC is a real estate
developer.  It filed for Chapter 11 in mid-December 2009 (Bankr.
N.D. Ill. Case No. 09-47062).


CHRYSLER LLC: New Chrysler to Rehire Workers if Sales Improve
-------------------------------------------------------------
The Associated Press reports Chrysler Group LLC CEO Sergio
Marchionne said at the Detroit auto show Monday the automaker will
start hiring production workers again if it sells enough cars and
trucks.  AP notes Mr. Marchionne didn't give a time frame for
hiring more production workers.

AP reports Mr. Marchionne said Chrysler is revamping its models
and will need more engineering and development workers.  He said
Chrysler doesn't have the manpower at present to accomplish what
it wants to do.

As reported by the Troubled Company Reporter last week, Chrysler
Group reported that December 2009 sales increased 36% compared
with November 2009 and 20 of 24 vehicles posted sales increases
for the same time period.  Chrysler Group reported total U.S.
sales for December of 86,523 units.  Sales increased 36% month-
over-month and declined 4% year-over-year.  The company finished
the year with 931,402 units sold, a decline of 36% compared with
2008.  Inventory is down 55% compared with December 2008, with
178,538 units in inventory, representing a 58-day supply.  Overall
industry figures for November are projected to come in at an
estimated 11.3 million SAAR.

According to AP, Mr. Marchionne also said Chrysler still has cash
reserves and is performing slightly better than expected despite a
very difficult 2009.

                     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)


CIT GROUP: Names Three New Directors
------------------------------------
CIT Group Inc. disclosed that Gerald Rosenfeld, Anthony P.
Terracciano and Laura S. Unger have been appointed to the
Company's Board of Directors.  CIT also announced that the
Honorable Christopher H. Shays and Lois M. Van Deusen have
resigned from the Board.

As contemplated by the Company's Plan of Reorganization, CIT's
Board now consists of 13 Directors including seven new independent
Directors appointed since CIT emerged from bankruptcy, five
incumbent independent Directors and Jeffrey M. Peek, Chairman and
Chief Executive Officer, who will be leaving CIT on January 15,
2010.  The search for a new CEO continues to progress and, once
appointed, this individual will also serve on the Board.

"The appointment of these three outstanding individuals completes
the reconstitution of our Board of Directors," said Mr. Peek.
"Their depth of experience and reputations in the banking,
regulatory and financial services arenas will benefit CIT as it
moves forward and continues to serve the small and middle market
sectors of the economy.  I want to thank Christopher and Lois for
their many contributions to the Board and their dedicated service
to CIT.  Their extraordinary efforts were instrumental to CIT's
successful restructuring."

Newly Appointed Independent Directors

   -- Gerald Rosenfeld, 63, currently serves as Deputy Chairman of
      Rothschild North America, and previously served as its Chief
      Executive Officer for eight years. Prior to joining
      Rothschild he was President of G Rosenfeld & Co LLC, an
      investment banking firm he founded in 1998.  Previously, he
      was Head of Investment Banking and a member of the
      Management Committee of Lazard Freres & Co LLC since 1992.
      Prior to Lazard, Mr. Rosenfeld held significant management
      positions at Bankers Trust Company, Salomon Inc. and its
      Salomon Brothers subsidiary and McKinsey & Company.  Prior
      to joining McKinsey, Mr. Rosenfeld was a member of the
      faculty of the City College of New York, New York University
      and the University of Maryland.

   -- Anthony P. Terracciano, 71, has served as Chairman of the
      Board of SLM Corp. since January 2008. Prior to SLM Corp.,
      Mr. Terracciano served as Chairman of the Board of Riggs
      Corporation, which was sold to The PNC Financial Services
      Group, Inc., from 2004 to 2005, as Chairman of the Board of
      Dime Bancorporation, which was sold to Washington Mutual,
      Inc., from 1999 to 2002, and as Vice Chairman of American
      Water Works, NJ, from 1997 to 2003. Prior to 2000, he served
      as President of First Union Corp. and was the Chief
      Executive Officer, President, and Chairman at First Fidelity
      Bancorp.  Prior to First Fidelity, he served as the
      President and Chief Operating Officer at Mellon Bank Corp.
      and spent the first 23 years of his career at Chase
      Manhattan Bank Corporation, where he rose to Vice Chairman
      of Wholesale Banking and Investment Banking.

   -- Laura S. Unger, 49, a former Commissioner of the U.S.
      Securities and Exchange Commission (SEC), is a private
      consultant, advising clients on securities, legal,
      regulatory, and policy matters.  She has also served as the
      Independent Consultant to JPMorgan for the Global Analyst
      Conflict Settlement since 2003. She served as the regulatory
      expert for CNBC from 2002 to 2003.  Prior to CNBC, she
      served as Commissioner of the SEC from November 1997 to
      February 2002, including Acting Chairperson of the SEC from
      February to August 2001.  Before being appointed to the SEC,
      Ms. Unger served as Counsel to the United States Senate
      Committee on Banking, Housing and Urban Affairs.  Prior to
      working on Capitol Hill, she was an attorney with the
      Enforcement Division of the SEC.

                          About CIT Group

CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a bank
holding company with more than $60 billion in finance and leasing
assets that provides financial products and advisory services to
small and middle market businesses.  Operating in more than 50
countries across 30 industries, CIT provides an unparalleled
combination of relationship, intellectual and financial capital to
its customers worldwide.  CIT maintains leadership positions in
small business and middle market lending, retail finance,
aerospace, equipment and rail leasing, and vendor finance.
Founded in 1908 and headquartered in New York City, CIT is a
member of the Fortune 500.

CIT Group Inc. and affiliate CIT Group Funding Company of Delaware
LLC announced a Chapter 11 filing on November 1, 2009 (Bankr.
S.D.N.Y. Case No. 09-16565).  Evercore Partners, Morgan Stanley
and FTI Consulting are the Company's financial advisors and
Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel in
connection with the restructuring plan.  Sullivan & Cromwell is
legal advisor to CIT's Board of Directors.

CIT Group on November 1 announced that, with the overwhelming
support of its debtholders, the Board of Directors voted to
proceed with the prepackaged plan of reorganization for CIT Group
Inc. and a subsidiary that will restructure the Company's debt and
streamline its capital structure.  None of CIT's operating
subsidiaries, including CIT Bank, a Utah state bank, were included
in the filings.

On December 8, the Court confirmed the Debtors' prepackaged plan.
On December 11, CIT emerged from bankruptcy.


CITADEL BROADCASTING: Seeks to Pay Sports-Broadcast Rights
----------------------------------------------------------
According to an article posted at The Wall Street Journal's
Bankruptcy Beat, Citadel Broadcasting Corp. is seeking permission
from the Bankruptcy Court to:

     -- pay up to $250,000 for sports-broadcast rights to Major
        League Baseball, the National Football League and the
        NCAA; and

     -- pay $6.5 million owed to on-air talents.

"Many of the stations that air the programs build their entire
marketing identity around the programs," Citadel said in court
papers, according to the article.  The article says losing the
broadcast rights would cause Citadel to forfeit "lucrative
advertising opportunities" and could force some stations to
"reinvent" themselves.

                    About Citadel Broadcasting

Citadel Broadcasting Corporation (OTC BB: CTDB) --
http://www.citadelbroadcasting.com/-- is the third largest radio
group in the United States, with a national footprint reaching
more than 50 markets. Citadel is comprised of 166 FM stations and
58 AM stations in the nation's leading markets, in addition to
Citadel Media, which is one of the three largest radio networks in
the United States.

Citadel Broadcasting filed for Chapter 11 with 50 affiliates on
Dec. 20, 2009, in Manhattan (Bankr. S.D.N.Y. Case No. 09-17422).
The Company listed assets of $1.4 billion and debt of $2.5 billion
in its Chapter 11 filing.  Kirkland & Ellis LLP is serving as
legal counsel and Lazard Freres & Co. LLC.  As financial advisor
for the restructuring.  Kurtzman Carson Consultants is serving as
claims and notice agent.

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


COLONIAL BANCGROUP: Asks Court to Stop FDIC From Freezing $38M
--------------------------------------------------------------
Law360 reports The Colonial Bancgroup Inc., has asked a bankruptcy
court to stop the Federal Deposit Insurance Corp.'s efforts to
seize millions Bancgroup transferred to external accounts before
its banking unit tanked.

Headquartered in Montgomery, Alabama, The Colonial BancGroup, Inc.
(NYSE: CNB) was holding company to Colonial Bank, N.A, its
banking subsidiary.  Colonial bank -- http://www.colonialbank.com/
-- operated 354 branches in Florida, Alabama, Georgia, Nevada and
Texas with over $26 billion in assets.  On August 14, 2009,
Colonial Bank was seized by regulators and the Federal Deposit
Insurance Corporation was named receiver.  The FDIC sold most of
the assets to Branch Banking and Trust, Winston-Salem, North
Carolina.  BB&T acquired $22 billion in assets and assumed
$20 billion in deposits of the Bank.

Colonial BancGroup filed for Chapter 11 bankruptcy protection on
August 25, 2009 (Bankr. M.D. Ala. Case No. 09-32303).  W. Clark
Watson, Esq., at Balch & Bingham LLP and Rufus T. Dorsey IV,
Esq., at Parker Hudson Rainer & Dobbs LLP, assist the Company in
its restructuring effort.  The Company listed $45,000,000 in
assets and $380,000,000 in debts in its bankruptcy filing.


CONSTELLATION BRANDS: S&P Affirms 'BB' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on Constellation Brands Inc., including its 'BB' corporate
credit rating.  The outlook is positive.

The affirmation follows Constellation Brands' proposed amendment
and extension of its senior secured credit facilities.  The
company is proposing to extend its revolving credit facility two
years to June 2013, but the revolver size will be reduced to
$650 million during the extension period.  Constellation Brands
will also extend the maturity of $300 million of its term loan B
by two years to June 2015.

Constellation Brands had about $4.1 billion of debt as of Nov. 30,
2009.

"S&P's ratings on Constellation Brands reflect the company's
leveraged financial profile; significant, yet declining, debt
burden; and participation in the highly competitive beverage
alcohol markets," said Standard & Poor's credit analyst Jean C.
Stout.  "Constellation Brands benefits from its historically
strong cash generation from a diverse portfolio of consumer brands
and debt reduction efforts."

Constellation Brands is a leading international producer and
marketer of beverage alcohol.  It is the largest wine company in
the world and the largest multicategory supplier of beverage
alcohol (wine, spirits, and imported beer, through its Crown
Imports LLC joint venture) in the U.S. The company also is a
leading producer and exporter of wine from Australia, New Zealand,
and Canada and a major producer and independent drinks wholesaler
in the U.K. (through its investment in Matthew Clark).

It is S&P's opinion that acquisitions have strengthened
Constellation Brands' business profile by enhancing its position
as the largest global wine producer and broadening its product
portfolio.  Historically, Constellation Brands' active acquisition
strategy had been a risk and key issue in S&P's assessment of its
credit profile.  Notable acquisitions during the past decade
include the $875 million acquisition of the domestic wine business
of Fortune Brands Inc. in December 2007, which followed the March
2007 $386 million debt-financed Svedka Vodka brand and business
acquisition, in addition to about $2.8 billion in debt-financed
acquisitions since December 2004.  However, S&P believes that
additional large, debt-financed acquisitions are unlikely in the
near term.  While it is S&P's opinion that Constellation Brands'
financial risk profile remains significant, the ratings are
supported by its satisfactory business risk profile, its
historically strong cash generation from a diverse portfolio of
consumer brands, and S&P's expectation that the company will
continue to apply a majority of its free cash flows to debt
reduction and that future share repurchases and acquisitions will
be limited in the near-term.

The outlook on Constellation Brands is positive.  Despite S&P's
belief that trade-down in the alcoholic beverage segment may
accelerate due to lingering weak global economic conditions, S&P
expects Constellation Brands' credit measures will continue to
strengthen from current levels.  S&P could raise the ratings if
the company further improves its credit ratios, including total
debt to EBITDA approaching 4x.  S&P estimates that leverage would
approach 4x if fiscal 2010 reported sales declined about 5% versus
the prior fiscal year and adjusted EBITDA margins remained near
current levels.  However, S&P could revise the outlook to stable
if financial performance falls and debt reduction efforts slow
resulting in weakening credit measures, including debt to EBITDA
near 5x.


CORBIN PARK: Sec. 341 Creditors Meeting Set for Feb. 8
------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of Corbin
Park, L.P.'s creditors on February 8, 2010, at 10:00 a.m. at 161
Robert J Dole US Courthouse, 500 State Avenue Room 173, Kansas
City, KS 66101.

This is the first meeting of creditors required under Section
341(a) of the U.S. 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.

Omaha, Nebraska-based Corbin Park, L.P., filed for Chapter 11
bankruptcy protection on January 5, 2010 (Bankr. D. Kan. Case No.
10-20014).  Carl R. Clark, Esq., and Jeffrey A. Deines, Esq., at
Lentz Clark Deines PA, assist the Company in its restructuring
effort.  The Company listed $50,000,001 to $100,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


COWLITZ BANCORPORATION: Receives Nasdaq Non-Compliance Notice
-------------------------------------------------------------
Cowlitz Bancorporation disclosed that on December 31, 2009, the
Company's shareholders approved an amendment to the Restated
Articles of Incorporation to affect a one-for-ten reverse stock
split of the shares of the Company's common stock issued and
outstanding.  The Company's Board of Directors is now authorized
to affect the Reverse Split, but the Reverse Split has not yet
become effective.  The primary purpose of the Reverse Split is to
increase the Company's stock price sufficiently above the $1.00
minimum bid price requirement in Rule 5550(a)(2) of the Nasdaq
Marketplace Rules to sustain long-term compliance with such rule.
The Reverse Split will be effective as of the date of the
amendment's filing with the Washington Secretary of State.  The
Company will issue a press release and file a Form 8-K pre-
announcing the Reverse Split at least 10 days prior to the
amendment's filing.

On January 6, 2010, as anticipated, the Company received a letter
from the NASDAQ Stock Market regarding its non-compliance with
Rule 5550(a)(2), which results from the failure of the Company's
common stock to meet the $1.00 minimum bid price requirement for
30 consecutive days.  The notice letter has no immediate effect on
the listing of the Company's common stock on The Nasdaq Capital
Market.

In accordance with Rule 5810(c)(3)(A) of the Nasdaq Marketplace
Rules, the Company has a 180 calendar day grace period, or until
July 6, 2010, to comply with the minimum bid price requirement.
To regain compliance, the bid price for the Company's common stock
must meet or exceed $1.00 per share for at least ten consecutive
business days prior to July 6, 2010.  The Company intends to
consummate the Reverse Split prior to July 6, 2010, and expects to
be in compliance with all Nasdaq listing rules following the
Reverse Split.

If the Company does not regain compliance with the minimum bid
price requirement by July 6, 2010, Nasdaq will again provide
written notification that the Company's securities are subject to
potential delisting.  At that time, the Company may appeal the
delisting determination to a Nasdaq listing qualifications
hearings panel.

Cowlitz Bancorporation -- http://cowlitzbank.com/-- is a bank
holding company that operates through its wholly owned subsidiary,
Cowlitz Bank (the Bank0).  The Bank operates four branches in
Cowlitz County in southwest Washington.  Outside of Cowlitz
County, the Bank does business under the name Bay Bank with
branches in Bellevue, Seattle, and Vancouver, Washington, and
Portland, Oregon, and a limited service branch in a retirement
center in Wilsonville, Oregon.  The Bank also provides mortgage
banking services through its Bay Mortgage division with offices in
Longview and Vancouver, Washington.  The Company offers or makes
available a range of financial services to its customers,
primarily small- and medium-sized businesses, professionals, and
retail customers.  The Bank's commercial and personal banking
services include commercial and real estate lending, consumer
lending, cash management, international banking services, Internet
banking, cash management, mortgage banking, and trust services.


CROCS INC: Erick Rebich Steps Down as VP and General Counsel
------------------------------------------------------------
Erik Rebich resigned as vice President, general counsel and
secretary of Crocs Inc., the company said in a regulatory filing.
According to the filing with the Securities and Exchange
Commission, effective Jan. 1, 2010, Daniel P. Hart, the Company's
current Executive Vice President, Administration and Corporate
Development will serve as Executive Vice President, Chief Legal
and Administrative Officer and Secretary of the Company.

In connection with the resignaton, the Company and Mr. Rebich
entered into a Confidential Separation Agreement and General
Release dated December 31, 2009.  Pursuant to the Separation
Agreement, the Company will pay Mr. Rebich $375,000, which equates
to one year's annual salary and target 2009 bonus.  In addition,
the Company agreed to accelerate the vesting of 33,334 unvested
shares of restricted stock held by Mr. Rebich.

Mr. Rebich will also be entitled to participate in certain health
insurance programs applicable to officers who retire from the
Company.  The Separation Agreement provides for a general release
and waiver of all claims held by Mr. Rebich relating to the
Company and an agreement by Mr. Rebich to treat certain
information regarding the Company as confidential.  Mr. Rebich has
also agreed to serve as a consultant to the Company to provide
transition assistance through Dec. 31, 2010, unless the consulting
relationship is terminated by the Company prior thereto.

                          About Crocs Inc.

Based in Niwot, Colorado, Crocs Inc. (NASDAQ: CROX) designs and
sells a broad offering of footwear, apparel, gear and accessories
that utilize proprietary closed cell-resin, called Croslite.  The
Company sells Crocs-branded products throughout the U.S. and in
128 countries, through domestic and international retailers and
distributors and directly to end-user consumers through its
webstores, Company-operated retail stores, outlets and kiosks.

                          *     *     *

For the nine months ended September 30, 2009, Crocs booked a net
loss of $30,630,000, compared with a net loss of $150,374,000 for
the same period a year ago.  The Company said that as it continues
to re-evaluate its operating plans, it has undertaken certain
restructuring and right-sizing activities to address the potential
for continued decreases in revenues.  The Company said its ability
to continue as a going concern is dependent upon achieving a cost
structure which supports the levels of revenues the Company is
able to achieve.


CRUCIBLE CORP: PBGC Assumes Six Underfunded Pension Plans
---------------------------------------------------------
The Pension Benefit Guaranty Corp. assumed responsibility for six
underfunded pension plans covering nearly 3,600 former workers and
retirees of Crucible Materials Corp., a manufacturer of specialty
metal products based in Syracuse, N.Y., with operations in
Pittsburgh, Pa.

The PBGC stepped in because the plans failed to meet minimum
funding requirements and faced abandonment due to the company's
liquidation in bankruptcy proceedings.  There would have been no
entity left to finance or administer the plans.

Crucible retirees will continue to receive their monthly benefit
checks without interruption, and other workers will receive their
pensions when they are eligible to retire.

Collectively, the plans are 58% funded, with assets of $147.1
million to cover $277.3 million in benefit liabilities, according
to PBGC estimates.  The agency expects to be responsible for
$106.4 million of the $130.2 million shortfall.

The plans are: Crucible Materials Corporation Specialty Metals
Division -- Syracuse and United Steelworkers of America for
Separate Plan; Crucible Materials Corporation Salaried Retirement
Plan; Crucible Materials Corporation Service Centers Division
Retirement Plan for Cleveland Warehouse Employees; Trent Tube
Pension Plan; Trent Tube Division Carrollton, Georgia Pension
Plan; and Crucible Compaction Metals Division USW Pension Plan.

The plans ended on Sept. 30, 2009.  The PBGC will take over the
assets and use insurance funds to pay guaranteed benefits earned
under the plan.

Within the next several weeks, the PBGC will send notification
letters to all participants in the plans. Under provisions of the
Pension Protection Act of 2006, the maximum guaranteed pension the
PBGC can pay is determined by the legal limits in force on the
date of the plan sponsor's bankruptcy.  Crucible filed for
bankruptcy on May 6, 2009. Therefore, participants in the plans
are subject to the limits in effect on May 6, 2009, which set a
maximum guaranteed amount of $54,000 a year for a 65-year-old. The
agency became trustee of the plans on Jan. 11, 2010.

The maximum guaranteed amount is lower for those who retire
earlier or elect survivor benefits. In addition, certain early
retirement subsidies and benefit increases made within the past
five years may not be fully guaranteed.

Crucible's products were primarily marketed to the automotive and
related industrial machining industries.  The employee-owned
company has been in business for more than 100 years.  Crucible
sought Chapter 11 protection in the U.S. Bankruptcy Court in
Wilmington, Del., on May 6, 2009, with the intent to reorganize.
But faced with limited financing and poor market conditions the
company decided to sell substantially all of its assets.

Workers and retirees with questions may consult the PBGC Web site,
http://www.pbgc.gov/or call toll-free at 1-800-400-7242.  For
TTY/TDD users, call the federal relay service toll-free at
1-800-877-8339 and ask for 800-400-7242.

Crucible retirees who draw a benefit from the PBGC may be eligible
for the federal Health Coverage Tax Credit. Further information
may be found on the PBGC Web site at http://www.pbgc.gov/workers-
retirees/benefits-information/content/page13692.html

Assumption of the plan's unfunded liabilities will have no
significant effect on the PBGC's financial statements because an
estimate of the claim was previously included in the agency's
fiscal year 2009 financial statements, in accordance with
generally accepted accounting principles.

PBGC is a federal corporation created under the Employee
Retirement Income Security Act of 1974. It currently guarantees
payment of basic pension benefits earned by 44 million American
workers and retirees participating in over 29,000 private-sector
defined benefit pension plans.  The agency receives no funds from
general tax revenues.  Operations are financed largely by
insurance premiums paid by companies that sponsor pension plans
and by investment returns.

                     About Crucible Materials

Based in Syracuse, New York, Crucible Materials Corporation -- aka
Crucible Specialty Metals, Crucible Service Centers, Crucible
Compaction Metals, Crucible Research and Trent Tube --
http://www.crucible.com/-- makes stainless and alloy steel for
use in the aircraft, automotive, petrochemical, and other
industries.  The Company was employee-owned prior to its
bankruptcy filing.

The Company and its affiliate, Crucible Development Corporation,
filed for Chapter 11 protection on May 6, 2009 (Bankr. D. Del.
Lead Case No. 09-11582).  Mark Minuti, Esq., at Saul Ewing LLP
represents the Debtors in their restructuring efforts.  The
Debtors engaged Duff & Phelps Securities LLP as investment banker;
RAS Management Advisors LLC as business advisor; and Epiq
Bankruptcy Solutions LLC as claims agent.  Roberta A. DeAngelis,
United States Trustee for Region 3, appointed five creditors to
serve on the Official Committee of Unsecured Creditors.  The
Debtors listed assets and debts both ranging from $100 million to
$500 million.


EASTMAN KODAK: Inks License Agreement With Samsung Electronics
--------------------------------------------------------------
Eastman Kodak Company has entered into a technology cross license
with Samsung Electronics Co Ltd. that will allow each company
access to the other's patent portfolio.

The license agreement, which provides significant benefits to both
companies, is royalty bearing to Kodak.  The Company received a
payment from Samsung in December that has been credited toward its
royalty obligation.

The companies also entered into an agreement to file joint
requests for the termination of patent infringement proceedings
before the U.S. International Trade Commission, and to settle
their patent infringement lawsuits against each other, which are
pending in U.S. District Court for the Western District of New
York and in the German courts.

Both the settlement of the litigation and the license agreement
become effective upon approval by the International Trade
Commission of the joint requests for termination. The ITC is
expected to make its determination by the end of January 2010.

"We are pleased to have reached a mutually beneficial arrangement
that advances the interests of Kodak and Samsung and which
validates the strength of Kodak's intellectual property
portfolio," said Laura G. Quatela, Chief Intellectual Property
Officer, and Vice President, Eastman Kodak Company.

                        About Eastman Kodak

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

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

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

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


EMERSON OVERLOOK: Gets Court's Interim Nod to Use Cash Collateral
-----------------------------------------------------------------
Emerson Overlook, LLC, sought and obtained interim approval from
the Hon. James E. Massey of the U.S. Bankruptcy Court for the
Northern District of Georgia to use the cash collateral of The
Bank of North Georgia and The Landmark Bank.

Prior to the Petition Date, the Debtor entered into certain
agreements, pursuant to which The Bank of North Georgia and The
Landmark Bank may assert interests in the Debtor's rents or other
cash collateral.  The Debtor believes that the Landmark Bank's
interest extends only to a freestanding building, and associated
rents, owned by the Debtor and leased to a tenant, operated as a
coffee shop, at 456 Roswell Street, Marietta, Georgia.  The Debtor
believes that the Bank of North Georgia has no interest in this
property, but otherwise has an interest in the Debtor's real
estate and rents generated by 326 Roswell Street, Marietta,
Georgia.

William A. Rountree, Esq., at Macey, Wilensky, Kessler & Hennings,
LLC, the attorney for the Debtor, explains that the Debtor needs
the money to fund its Chapter 11 case, pay suppliers and other
parties.  The Debtors will use the collateral pursuant to a
budget, a copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtor proposes to
grant the creditor replacement liens on accounts receivable and
rents of the Debtor generated post-petition, to the same validity,
priority and extent as existed pre-petition.  In the event of any
condominium sales, liens will attach to sales proceeds and net
proceeds will go toward reduction of the principal debt to this
creditor.

The Court has set the final hearing set for February 2, 2010, at
2:00 p.m.

Marietta, Georgia-based Emerson Overlook, LLC, filed for Chapter
11 bankruptcy protection on January 4, 2010 (Bankr. N.D. Ga. Case
No. 10-60282).  Todd E. Hennings, Esq., and William A. Rountree,
Esq., at Macey, Wilensky, Kessler & Hennings LLC, assist the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


EMMIS COMMUNICATIONS: Luther King Capital Discloses 9.3% Stake
--------------------------------------------------------------
LKCM Private Discipline Master Fund SPC; LKCM Private Discipline
Management, L.P.; LKCM Alternative Management, LLC; Luther King
Capital Management Corporation; J. Luther King, Jr.; and J. Bryan
King disclose that as of January 5, 2010, they may be deemed to
beneficially own 3,009,896 shares of Common Stock, which
represents roughly 9.3% of the outstanding Common Stock of Emmis
Communications Corporation.  Of the 3,009,896 shares, (i)
2,765,934 shares are held directly by Master Fund and (ii) 243,962
shares of Common Stock may be acquired by Master Fund within 60
days of January 5, 2010, upon conversion of shares of Preferred
Stock.

                    About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation owns and operates radio stations and magazine
publications in the U.S. and in Europe.

As of November 30, 2009, the Company had $513,406,000 in total
assets against $497,070,000 in total liabilities and $140,459,000
in Series A Cumulative Convertible Preferred Stock.  As of
November 30, the Company had accumulated deficit of $697,805,000
and total shareholders' deficit of $173,894,000.

                           *     *     *

As reported by the Troubled Company Reporter on June 22, 2009,
Moody's Investors Service changed Emmis Communications' senior
secured term loan rating to Caa2 from Ca following the completion
of a series of Dutch auction transactions pursuant to a March 3,
2009 credit facility amendment.  The revised rating reflects the
Company's capital structure, pro-forma for an roughly
$78 million reduction of term loan debt which has resulted from
these transactions.  In addition, Moody's removed the "/LD"
designation previously appended to the Probability of Default
rating on April 27, 2009.

In April, Moody's cut its corporate family rating on the Company
to 'Caa2'.

In May, S&P raised its corporate credit rating on the Company to
'CCC+'.  In June, S&P withdrew the 'CCC+' Corp. Credit Rating at
the Company's request.


EMMIS COMMUNICATIONS: Martin Capital Discloses 7.3% Equity Stake
----------------------------------------------------------------
Frank K. Martin, CFA, senior partner at Martin Capital Management,
LLP, disclosed that Martin Capital holds 2,336,389 shares or
roughly 7.3% of the Class A Common Shares of Emmis Communications
Corporation.

The Common Shares were purchased on behalf of Martin Capital's
investment management clients and certain employee and pro bono
accounts between September 28, 2001, and December 30, 2009, for
$17.4 million (cost basis adjusted at $1.40 per share, as per the
special dividend paid by the Company on November 22, 2006).

                    About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation owns and operates radio stations and magazine
publications in the U.S. and in Europe.

As of November 30, 2009, the Company had $513,406,000 in total
assets against $497,070,000 in total liabilities and $140,459,000
in Series A Cumulative Convertible Preferred Stock.  As of
November 30, the Company had accumulated deficit of $697,805,000
and total shareholders' deficit of $173,894,000.

                           *     *     *

As reported by the Troubled Company Reporter on June 22, 2009,
Moody's Investors Service changed Emmis Communications' senior
secured term loan rating to Caa2 from Ca following the completion
of a series of Dutch auction transactions pursuant to a March 3,
2009 credit facility amendment.  The revised rating reflects the
Company's capital structure, pro-forma for an roughly
$78 million reduction of term loan debt which has resulted from
these transactions.  In addition, Moody's removed the "/LD"
designation previously appended to the Probability of Default
rating on April 27, 2009.

In April, Moody's cut its corporate family rating on the Company
to 'Caa2'.

In May, S&P raised its corporate credit rating on the Company to
'CCC+'.  In June, S&P withdrew the 'CCC+' Corp. Credit Rating at
the Company's request.


EMMIS COMMUNICATIONS: Reports $111.8MM Net Loss for 3 Quarters
--------------------------------------------------------------
Emmis Communications Corporation reported consolidated net loss of
$111,813,000 on net revenues of $188,587,000 for the nine months
ended November 30, 2009, from a net loss of $114,562,000 on net
revenues of $246,299,000 for the same period a year ago.  Emmis
Communications reported consolidated net income of $4,583,000 on
net revenues of $64,582,000 for the three months ended
November 30, 2009, from a net loss of $122,565,000 on net revenues
of $79,216,000 for the same period a year ago.

As of November 30, 2009, the Company had $513,406,000 in total
assets against $497,070,000 in total liabilities and $140,459,000
in Series A Cumulative Convertible Preferred Stock.  As of
November 30, the Company had accumulated deficit of $697,805,000
and total shareholders' deficit of $173,894,000.

Management believes the Company can meet its liquidity needs
through the end of fiscal year 2010 with cash and cash equivalents
on hand, projected cash flows from operations and, to the extent
necessary, through its borrowing capacity under the Credit
Agreement, which was approximately $16.0 million at November 30,
2009.  Based on these projections, management also believes the
Company will be in compliance with its debt covenants through the
end of fiscal year 2010.

The Company's debt service requirements over the next 12-month
period (excluding interest under our credit facility) are expected
to be $4.5 million.  The amount is comprised of $3.4 million for
repayment of term notes under the Company's Credit Agreement and
$1.1 million related to foreign broadcasting license obligations.

The terms of Emmis' Preferred Stock provide for a quarterly
dividend payment of $.78125 per share on each January 15,
April 15, July 15 and October 15.  Emmis has not declared a
preferred stock dividend since October 15, 2008.  As of
November 30, 2009, cumulative preferred dividends in arrears total
$8.8 million.  Failure to pay the dividend is not a default under
the terms of the Preferred Stock.  However, if dividends remain
unpaid for more than six quarters, the holders of the Preferred
Stock are entitled to elect two persons to the Company's board of
directors.  The Second Amendment to the Company's Credit Agreement
prohibits the Company from paying dividends on the Preferred Stock
during the Suspension Period.  Payment of future preferred stock
dividends is at the discretion of the Company's Board of
Directors.

At January 7, 2010, Emmis had $13.1 million available for
additional borrowing under its credit facility, which is net of
$900,000 in outstanding letters of credit.  Availability under the
credit facility depends upon the Company's continued compliance
with certain operating covenants and financial ratios.  Emmis was
in compliance with these covenants as of November 30, 2009.

Emmis had engaged Blackstone Advisory Services L.P. to provide
financial advisory services as the Company explored a possible
further amendment to the Credit Agreement or a possible
restructuring of certain liabilities.  In May 2009, Emmis and
Blackstone Advisory Services L.P. terminated the financial
advisory services agreement as Emmis concluded that neither action
was necessary at that time.  However, Emmis may re-engage
Blackstone or another financial advisory services firm from time
to time as conditions warrant.

A full-text copy of the Company's quarterly report on Form 10-Q is
available at no charge at http://ResearchArchives.com/t/s?4d54

               Jeffrey Smulyan Employment Agreement

Effective December 15, 2009, Emmis Operating Company, a wholly
owned, direct subsidiary of Emmis Communications, entered into a
new three-year employment agreement with Jeffrey H. Smulyan, who
currently serves as the Company's Chairman of the board of
directors and Chief Executive Officer.

The term of the agreement commences on March 1, 2010.  Mr.
Smulyan's base salary will be reduced from $833,957 to $792,259
for the first year, then increase to $825,000 for the second year,
and $850,000 for the third year.  Mr. Smulyan will receive a
$200,000 signing bonus in connection with execution of the
agreement, as well as performance units having a value, if earned,
of $700,000.  The performance units will be earned quarterly
during the first year of the term, depending upon whether the
company meets certain consolidated EBITDA requirements set forth
in the Emmis Operating Company senior credit agreement.

Both the signing bonus and any earned performance units will be
repayable to the company in full in the event that Mr. Smulyan is
terminated for cause or resigns without good reason prior to
completion of the term. Mr. Smulyan's employment agreement will
automatically renew each year following the initial three-year
term for additional one-year terms unless either the company or
Mr. Smulyan provides the other with written notice of non-renewal
prior to December 31 of the final year of the initial or
subsequent term, as applicable.

Mr. Smulyan's base salary upon any such annual renewal will
increase by $25,000. Mr. Smulyan's annual incentive compensation
target remains 125% of his base salary and will be paid, if at
all, based upon achievement of certain performance goals to be
determined by our compensation committee.  The company retains the
right to pay any annual incentive compensation in cash,
forgiveness of indebtedness or shares of our Class A common stock.
Mr. Smulyan will not be entitled to stock options during the first
year of the term, but will be entitled to receive an option to
acquire 150,000 shares of the Company's Class A common stock in
each of the second and third years of the term, as well as in any
additional one-year renewal term.  Mr. Smulyan will continue to
receive an automobile allowance and will continue to be reimbursed
for up to $10,000 per year in premiums for life and disability
insurance and retains the right to participate in all of the
Company's employee benefit plans for which he is otherwise
eligible.

Mr. Smulyan, in a Schedule 13D/A filing with the Securities and
Exchange Commission disclosed that as of January 5, 2010, he may
be deemed to beneficially own 232,317 shares of Emmis' Class A
Common Stock and 5,980,751 shares of Class B Common Stock, which
are convertible into shares of Class A Common Stock at any time on
a share-for-share basis.  The shares that Mr. Smulyan may be
deemed to beneficially own represent 16.1% of the outstanding
shares of Class A Common Stock and 64.9% of the combined voting
power of the outstanding shares of Class A Common Stock and Class
B Common Stock, voting together as a single class.

                Paul Fiddick Severance Agreement

Effective December 15, 2009, the Company entered into an agreement
with Paul Fiddick under which Mr. Fiddick resigned as
International Division President and terminated his employment
agreement dated March 1, 2009 and his change in control severance
agreement dated January 1, 2008.  Mr. Fiddick will receive a lump
sum payment of approximately $509,000.  While Mr. Fiddick will no
longer have day to day involvement in the operations of the
Company's international radio stations, he will continue as a
director of Emmis International, providing strategic advisory
services with respect to the Company's international division in a
manner that is designed to constitute a `separation from service'
within the meaning of section 409A of the Internal Revenue Code.

                    About Emmis Communications

Headquartered in Indianapolis, Indiana, Emmis Communications
Corporation owns and operates radio stations and magazine
publications in the U.S. and in Europe.

                           *     *     *

As reported by the Troubled Company Reporter on June 22, 2009,
Moody's Investors Service changed Emmis Communications' senior
secured term loan rating to Caa2 from Ca following the completion
of a series of Dutch auction transactions pursuant to a March 3,
2009 credit facility amendment.  The revised rating reflects the
Company's capital structure, pro-forma for an roughly
$78 million reduction of term loan debt which has resulted from
these transactions.  In addition, Moody's removed the "/LD"
designation previously appended to the Probability of Default
rating on April 27, 2009.

In April, Moody's cut its corporate family rating on the Company
to 'Caa2'.

In May, S&P raised its corporate credit rating on the Company to
'CCC+'.  In June, S&P withdrew the 'CCC+' Corp. Credit Rating at
the Company's request.


EMPIRE RESORTS: Sues Joseph Bernstein for Contract Breach
---------------------------------------------------------
Empire Resorts Inc. filed a complaint against Joseph E. Bernstein,
former Chief Executive Officer in the United States District Court
for the Southern District of New York, seeking injunctive relief,
unspecified monetary damages and a judgment declaring that
Mr. Bernstein is bound by the non-competition restrictions in his
employment agreement.

Before the expiration of his employment agreement, Mr. Bernstein
had made numerous financial demands on the Company.  After the
Company refused his demands, Mr. Bernstein issued a 17-page letter
to the New York State Racing and Wagering Board making numerous
accusations against the Company and certain of its directors,
which the Company maintains are false and baseless.

According to Empire Resorts, in the R&W Letter, Mr. Bernstein
revealed the Company's confidential and proprietary information
and disclosed confidential attorney-client privileged
communications.

The Company intends to fully cooperate with the New York State
Racing & Wagering Board with respect to any investigation into his
matter.

The Company is seeking relief from Mr. Bernstein for his alleged:

   * breach of his employment agreement caused by his
     dissemination of the Company's confidential information in
     contravention of the terms of the employment agreement as a
     result of his widespread dissemination of the R&W Letter,

   * breach of his fiduciary duties to the Company caused by his
     improper use of and dissemination of the R&W Letter

   * violation of his good faith and loyalty obligations to the
     Company as a result of, among other things, disclosing
     confidential information and attorney-client privileged
     information of the Company as a result of his dissemination
     of the R&W Letter, and

   * tortious interference with prospective business relations
     caused by Mr. Bernstein's attempted interference with the
     Company's business relations with the St. Regis Mohawk Tribe.

                      About Empire Resorts

Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empiresorts.com/
-- owns and operates the Monticello Casino & Raceway, a harness
racing track and casino located in Monticello, New York, and 90
miles from midtown Manhattan.

                      Going Concern Doubt

At September 30, 2009, the Company's consolidated balance sheets
showed $51.3 million in total assets and $78.7 million in total
current liabilities, resulting in a $27.4 million shareholders'
deficit.

The Company says its ability to continue as a going concern is
dependent upon a determination that it did not have the obligation
to repurchase its $65 million of 5-1/2% senior convertible notes
on July 31, 2009, and/or its ability to arrange financing with
other sources to fulfill its obligations under a loan agreement
with The Park Avenue Bank of New York.  The Company is continuing
efforts to obtain financing, but there is no assurance that it
will be successful in doing so.  The Company believes these
factors, as well as continuing net losses and negative cash flows
from operating activities, raise substantial doubt about its
ability to continue as a going concern.

On November 9, 2009, Empire Resorts received a notice from The
Bank of New York Mellon Corporation, as indenture trustee under
that certain indenture, dated as of July 26, 2004, by and among
the Company, the Trustee and certain guarantors named therein.
The Notice asserted that an event of default has occurred and is
continuing, which has not been waived, as a result of the
Company's failure to pay the principal amount of the Company's
5-1/2% senior convertible notes, plus accrued and unpaid interest
and liquidated damages, upon the purported timely exercise of
certain put rights under the Indenture.


EXTENDED STAY: To Have 60-Day Plan Exclusivity Extension
--------------------------------------------------------
Starwood Capital Group LLC has withdrawn its bid to terminate
Extended Stay Inc.'s exclusivity periods as part of a compromise.
Starwood said it is now negotiating with the Debtor.

Bill Rochelle at Bloomberg News reports that Extended Stay agreed
to provide confidential financial information that may enable
Starwood Capital Group to propose a competing reorganization plan.

According to the report, a hearing is scheduled today on Extended
Stay's request for a 90-day extension of its exclusive period to
propose a Chapter 11 plan.  As part of its compromise with
Starwood, Extended Stay agreed to seek a lower, 60-day extension,
of its exclusive period.

Extended Stay negotiated a plan with some of the senior creditors
before the Chapter 11 filing in June.

The Creditors Committee has said that Starwood is working with
various constituencies on a reorganization plan that is based on a
"substantially higher enterprise value."  Starwood said its
potential proposal includes a higher valuation, $600 million in
equity, cash to pay down some debt, funds for capital investments,
and the possibility of distributions to junior creditors and
mezzanine lenders.

Starwood Capital previously asked the Bankruptcy Court to
terminate Extended Stay's exclusive periods so it may file its own
restructuring plan for the Debtors.  According to Dow Jones,
Starwood had argued Extended Stay is "determined" to exploit its
exclusive Chapter 11 control in a bid to "block competitive
bidding" for its assets.  Starwood, according to the report, said
it has been "stonewalled" in its attempts to negotiate a plan with
Extended Stay.

                        About Extended Stay

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

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

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

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


FAIRFIELD RESIDENTIAL: Seeks Approval of $115MM Investment Deal
---------------------------------------------------------------
Fairfield Residential LLC and its affiliates are asking the U.S.
Bankruptcy Court for the District of Delaware for permission to
enter into a financing arrangement with Och-Ziff Real Estate
Acquisitions LP and the California State Teachers' Retirement
System.

Och-Ziff and CalSTRS will provide the Debtors with $115 million in
new financing that will enable the Debtors to consummate their
plan of reorganization.  The Debtors have filed an amended plan of
reorganization and disclosure statement on Monday to account for
the financing deal.

Och-Ziff and CalSTRS will make a $15 million initial investment.
Och-Ziff will make a $50 million follow-on investment in the
reorganized company, and Och-Ziff will co-invest $50 million in
multi-family acquisitions by Newco.

At emergence from bankruptcy, Newco will be capitalized with
$16.25 million to $25.25 million depending on the extent to which
general unsecured creditors of Fairfield's first-tier subsidiaries
elect the cash option under the Plan.  Management will be required
to capitalize Newco with $1.25 million.

Och-Ziff will get one board seat and CalSTRS two seats in the
reorganized company.

The Debtors will pay a $2.25 million breakup fee to and reimburse
up to $600,000 of the expenses of Och-Ziff and CalSTRS in the
event they enter into a competing deal.

The Debtors will formulate a series of procedures so that the
financing deal will be subject to "higher or otherwise better"
financing terms from other potential lenders.  The Debtors
explained the open process, when combined with their extensive
pre-bankruptcy market efforts, will ensure that any financing
arrangement that is approved by the Court pursuant to the Plan is
in the best interest of all stakeholders in the case.

The Debtors' investment bankers will contact all parties that have
subsequently expressed an interest in serving as financing source.
The Debtors and the Committee will establish a "bid-deadline" in
advance of the hearing on the Debtors' disclosure statement that
is scheduled for February 23, 2010, by which all interested
parties must submit the terms of their proposed financing.

The Court is slated to hear the Debtors' request on February 1,
2010, in Wilmington, Delaware.

A full-text copy of the Company's amended plan is available at no
charge at http://bankrupt.com/misc/FR1stAmendedPlan.pdf

Meanwhile, the Debtors are also asking the Court to extend their
deadline to file schedules of assets and liabilities and statement
of financial affairs until January 29, 2010.  The Debtors said
they are not in a position to complete the Schedules and
Statements, citing the "numerous critical matters" that their
staff must address in the early days of their cases.

                    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.  As of December 31, 2008,
the Company had $1.2 billion in total assets and $978 million in
total liabilities, exclusive of $3 billion of contingent guaranty
liabilities.


FCE BANK: Fitch Upgrades Ratings on Short-Term Deposits to 'B'
--------------------------------------------------------------
Fitch Ratings has upgraded FCE Bank Plc's short-term deposits to
'B' from 'C'.

The upgrades are part of Fitch's rating actions on Ford Motor
Company and subsidiaries from yesterday.  Fitch upgraded the long-
term IDR of Ford and subsidiaries to 'B-' from 'CCC' while
maintaining a Positive Outlook.


FEDERAL-MOGUL: Q Funding Unit Sues Icahn for Misrepresentation
--------------------------------------------------------------
Nineteen Eighty-Nine, LLC, on January 11, 2010, filed a lawsuit in
the New York Supreme Court, County of New York, against Carl
Icahn, his Icahn Enterprises, L.P. and related defendants seeking
a declaratory judgment, the imposition of a constructive trust
over certain shares in Federal Mogul Corporation, monetary
damages, and other relief.

In its lawsuit, 1989 says Icahn Enterprises may be materially
misrepresenting the nature of its ownership of certain assets in
connection with its recently announced $2 billion senior note
offering.  1989 alleges that in marketing the Offering to
prospective investors, Icahn Enterprises trumpets its 75.7% public
equity ownership of an IEP subsidiary, Federal-Mogul.

"That is a materially misleading representation, as it fails to
tell potential investors that IEP's ultimate interest in FMO may
be significantly less than 75.7%," 1989 contends.

1989 argues that Icahn's interest in FMO is subject to an option
held by 1989 to buy a substantial portion of IEP's FMO shares.
According to 1989, the existence of that option is no mystery; as
the Icahn defendants know, the validity of that option is subject
to pending litigation before the New York Supreme Court, Nineteen
Eighty-Nine, LLC v. Carl C. Icahn, et al., Index No. 600424/08.

According to 1989, because Icahn has chosen to misrepresent the
true nature of its FMO holdings, prospective purchasers of the
Notes will reasonably presume that its entire interest in FMO is
an exceptionally valuable asset to which they may look to be made
whole in the event of Icahn's default during the term of the
Notes.  As such, the Offering creates the very real possibility
that 1989's option to purchase FMO equity will prove meaningless
in the face of Noteholder claims for those very same assets.

1989 is represented by Cohen & Gresser LLP:

     Mark S. Cohen, Esq.
     Alexandra Wald, Esq.
     Brett D. Jaffe, Esq.
     Scott D. Thomson, Esq.
     COHEN & GRESSER LLP
     100 Park Avenue, 23rd Floor
     New York, NY 10017
     Tel: (212) 957-7600
     Fax: (212) 957-4514

A full-text copy of the lawsuit is available at no charge at:

                 http://ResearchArchives.com/t/s?4d53

In a regulatory filing with the Securities and Exchange
Commission, 1989 and Amalgamated Gadget, L.P. report they may be
deemed to be the beneficial owner of 5,864,455 shares of FMO
common stock, which constitutes roughly 5.9% of the outstanding
shares of FMO Common Stock.  The shares represent option to
acquire 5,864,455 shares of FMO Class A Common Stock.

Q Funding L.P. is the sole member of 1989.

                      About Federal-Mogul

Federal-Mogul Corporation -- http://www.federalmogul.com/-- is a
global supplier of powertrain and safety technologies, serving the
world's foremost original equipment manufacturers of automotive,
light commercial, heavy-duty, agricultural, marine, rail, off-road
and industrial vehicles, as well as the worldwide aftermarket.
The company's leading technology and innovation, lean
manufacturing expertise, as well as marketing and distribution
deliver world-class products, brands and services with quality
excellence at a competitive cost.  Federal-Mogul is focused on its
sustainable global profitable growth strategy, creating value and
satisfaction for its customers, shareholders and employees.
Federal-Mogul was founded in Detroit in 1899.  The company is
headquartered in Southfield, Michigan, and employs nearly 39,000
people in 36 countries.

The Company filed for Chapter 11 protection on October 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan, Esq., and Kevin T. Lantry, Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones, Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represented the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed $10.15 billion in assets and $8.86 billion
in liabilities.  Federal-Mogul Corp.'s U.K. affiliate, Turner &
Newall, is based at Dudley Hill, Bradford.  Peter D. Wolfson,
Esq., at Sonnenschein Nath & Rosenthal; and Charlene D. Davis,
Esq., Ashley B. Stitzer, Esq., and Eric M. Sutty, Esq., at The
Bayard Firm represented the Official Committee of Unsecured
Creditors.

The Debtors' Fourth Amended Plan was confirmed by the Bankruptcy
Court on November 8, 2007, and affirmed by the District Court on
November 14, 2007.  Federal-Mogul emerged from Chapter 11 on
December 27, 2007.  (Federal-Mogul Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

                           *     *     *

As reported by the TCR on June 5, 2009, Standard & Poor's Ratings
Services said it has lowered its corporate credit rating on
Federal-Mogul Corp. to 'B+' from 'BB-'.  S&P also lowered the
ratings on the company's senior secured debt; the recovery ratings
are unchanged.  The outlook is negative.  "The ratings reflect
Federal-Mogul's weak business risk profile as
a major participant in the highly competitive global auto
industry, and its aggressive financial risk profile," S&P said.


FEY 240 NORTH: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Fey 240 North Brand LLC 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                $16,000,000
  B. Personal Property                $80,050
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $11,544,099
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $678,352
                                 -----------      -----------
                     TOTAL        $16,080,050      $12,222,451

Pasadena, California-based Fey 240 North Brand LLC, filed for
Chapter 11 on December 4, 2009 (Bankr. C.D. Calif. Case No. 09-
44228).  John Schock, Esq., represents the Debtor in its
restructuring effort.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


FORD MOTOR: UAW Retiree Trust Discloses 10.1% Stake
---------------------------------------------------
UAW Retiree Medical Benefits Trust discloses holding 362,391,305
shares or roughly 10.1% of Ford Motor Company common stock as of
December 31, 2009.

The UAW Retiree Medical Benefits Trust was organized as a
501(c)(9) Voluntary Employee Beneficiary Association -- UAW RMBT.
The UAW RMBT is the sole shareholder of VEBA-F Holdings LLC, a
Delaware limited liability company -- LLC -- that directly holds
the warrants to purchase 362,391,305 shares of Ford Common Stock.

On December 31, 2009, the UAW RMBT as the sole shareholder of the
LLC, adopted a resolution authorizing the dissolution of the LLC
and the transfer of all of its assets, including the Warrants, to
its sole shareholder, the UAW RMBT.  The UAM RMBT expects to
complete such dissolution and transfer in the first quarter of
2010.

Independent Fiduciary Services, Inc., serves as investment adviser
exercising investment discretion with respect to the warrants and
the Common Stock on behalf of the VEBA.  The VEBA has the right to
receive dividends from, and the proceeds of sale of, the warrants
and shares of Common Stock.

                         About Ford Motor

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

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

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

                          *     *     *

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

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


GADSDEN GOLF: Hearing Set for January 1 on Hanselee Retention
-------------------------------------------------------------
Andy Powell, staff writer at the Gadsden Times, says hearings have
been set for Jan. 21, 2010, to consider whether to retain Ralph
Strawn, Esq., at Henselee Robertson Strawn and Sullivan, to
represent Gadsden Golf Club Inc.  Another hearing is scheduled for
February 1, where the bankruptcy administrator can ask questions
about the organization of the Company's finances, and its assets
and liabilities, according to the report.

Gadsden Golf Club Inc. owns a 103-acre golf course.  The Company
filed Chapter 11 bankruptcy Dec. 29, 2009, listing debts of
$2.7 million and assets of $13.3 million.


GEMCRAFT HOMES: Files Schedules of Assets and Liabilities
---------------------------------------------------------
Gemcraft Homes, Inc., and its debtor-affiliates filed with the
U.S. Bankruptcy Court for the District of Maryland a summary of
their schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $37,019,940
  B. Personal Property             $3,649,040
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $43,034,776
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $226,694
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $30,206,767
                                 -----------      -----------
        TOTAL                     $40,668,980     $73,468,237

Gemcraft Homes, Inc., is a corporation formed under the laws of
the State of Maryland with its principal place of business located
in Harford County, Maryland.  Gemcraft was founded in 1993 with a
single sales trailer in Abingdon, Maryland, from which six
residential homes were sold.  Since that time, Gemcraft has grown
to become one of the largest independent homebuilders in the Mid-
Atlantic region, and one of the fastest growing builders in the
entire country.  Gemcraft is a production builder which targets
first-time homebuyers and first-time "move up" buyers.  It also
targets retired, and soon to retire, buyers for its retirement
communities.

The Company filed for Chapter 11 bankruptcy protection on
November 9, 2009 (Bankr. D. Md. Case No. 09-31696).  The Company's
affiliates -- DLM, LLC, et al. -- filed separate Chapter 11
bankruptcy petitions.  G. David Dean II, Esq., Gary H. Leibowitz,
Esq., and Irving Edward Walker, Esq., at Cole Schotz Meisel Forman
& Leonard, PA, assist Gemcraft Homes in its restructuring effort.
The Company listed $100,000,001 to $500,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.


GENERAL MOTORS: Court Okays B. Williamson as Fee Examiner
---------------------------------------------------------
Judge Robert E. Gerber has appointed a fee examiner in the
Chapter 11 cases of Motors Liquidation Company and its debtor-
affiliates.  The move came after the United States
Trustee, the Debtors and the Official Committee of Unsecured
Creditors informed the Court that they have agreed that Brady C.
Williamson be appointed as the Debtors' Fee Examiner.

The salient terms of the Stipulation, effective on December 23,
2009, are:

  (1) The Fee Examiner will review and assess all fee
      applications filed by Retained Professionals in these
      Chapter 11 cases for professional services performed
      subsequent to the Petition Date.  The Fee Examiner will
      submit periodic reports to the Court, the United States
      Trustee, the Debtors, the Committee and each Retained
      Professional applying for compensation and reimbursement of
      expenses pursuant to the Compensation Order.

  (2) The Fee Examiner will institute a monthly budgeting
      system, which will consist of proposed monthly budgets
      prepared by all Retained Professionals.  As the basis for
      this system, each Retained Professional will provide to the
      Fee Examiner a budget for the particular month, beginning
      with the month of February, 2010, setting forth an estimate
      of the projected fees and expenses for the month, and a
      general description of the categories of services that may
      be performed during that month and an explanation for any
      significant increase over the previous month's fees.

      The budgets will be furnished to the Fee Examiner on or
      before the 15th day of the preceding month, commencing on
      the 15th day of the first month after the appointment of
      the Fee Examiner.  The budgets, however, will not
      constitute a limit on the amount of any fees or expenses
      which may be allowed to a Retained Professional.

  (3) The Fee Examiner may retain or consult with attorneys and
      other professionals if he determines that the retention is
      necessary to discharge his duties, with that retention to
      be subject to Court approval under standards equivalent to
      those set forth in Section 327 of the Bankruptcy Code.

  (4) The Fee Examiner and professionals as he may retain
      pursuant to approval by the Court, will be compensated and
      reimbursed for their expenses consistent with the
      procedures set forth in the Compensation Order.

  (5) The Fee Examiner will inform each Retained Professional of
      any issue relating to such Professional's application for
      compensation or expenses prior to filing a report regarding
      the application, so that each Retained Professional has a
      reasonable opportunity to respond to the Fee Examiner for
      the purpose of resolving the issues identified by the Fee
      Examiner, or amending its application, prior to the filing
      of the Fee Examiners applicable report.

  (6) The Fee Examiner may file periodic reports with respect to
      additional subjects regarding professional fees and
      expenses as he deems appropriate.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Fee Examiner Proposes G&K as Counsel
----------------------------------------------------
Brady C. Williamson, as fee examiner of General Motors Co., seeks
the Court's authority to employ, nunc pro tunc to December 28,
2009, Godfrey & Kahn, S.C., as his counsel.

As fee examiner, Mr. Williamson will "review and prepare
appropriate reports with respect to applications for allowances of
compensation and reimbursement of expenses filed by retained
professionals."

Mr. Williamson relates that G&K, the firm with which he has long
been associated, "is the best qualified and most cost-effective
professional" to support him in his review of fee and expense
requests.  G&K has provided, and can provide, high-quality
bankruptcy services to its clients in a timely and cost-effective
manner, he adds.

"From the inception of these cases through December 23, 2009, it
appears the [Debtors'] retained professionals have submitted
applications for fees and expenses in excess of $36.2 million,"
Mr. Williamson notes.  Accordingly, he says, G&K will augment his
ability as Fee Examiner to properly and efficiently analyze a
large volume of fee and expense requests within appropriate time
frames.

As counsel to the Fee Examiner, G&K will:

   (a) review fee applications and invoices filed in the Debtors'
       cases for compliance with the applicable provisions of the
       Bankruptcy Code, the Bankruptcy Rules, the U.S. Trustee
       Guidelines, and the Local Rules and Orders of the Court;

   (b) assist the Fee Examiner in appearing at hearings;

   (c) assist the Fee Examiner with legal issues raised by
       inquiries to and from retained professionals and any
       other professional services provider retained by the
       Fee Examiner;

   (d) where necessary, attend meetings between the Fee Examiner,
       Provider, and the Retained Professionals;

   (e) assist the Fee Examiner with the preparation of periodic
       reports with respect to additional subjects regarding
       professional fees and expenses;

   (f) assist the Fee Examiner in developing protocols and making
       reports and recommendations; and

   (g) perform other services as the Fee Examiner may request.

These professionals at G&K will be paid in accordance with these
hourly rates:

   Professional                  Designation          Hourly Rate
   ------------                  -----------          -----------
   Brady C. Williamson             Partner                $495
   Timothy F. Nixon                Partner                $450
   Katherine Stadler               Partner                $410
   Carla O. Andres             Special Counsel            $350
   Jennifer B. Herzog             Associate               $265
   Brian J. Cahill                Associate               $265
   Peggy L. Heyrman               Associate               $205
   Zerithea G. Raiche             Paralegal               $160
   Maribeth Roufus                Paralegal               $160
   Jill Bradshaw                Research Team             $170
   Jamie Kroening               Research Team             $110

Timothy F. Nixon, Esq., a shareholder at G&K, assures the Court
that his firm has no relationship with the Debtors, their
creditors or equity security holders, any other parties-in-
interest in the Chapter 11 cases and their attorneys and
accountants, or the United States Trustee, with respect to any
matter relating to the bankruptcy cases.

Judge Gerber will convene a hearing on January 20, 2010, to
consider approval of the Fee Examiner's Application.  Objections,
if any, must be filed by January 13.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: New GM Expects to Make Money in 2010
----------------------------------------------------
General Motors Co. Interim Chief Executive Officer Edward E.
Whitacre Jr. is optimistic that General Motors Co. will make money
in 2010, The Wall Street Journal reported.

Mr. Whitacre said during a conference held at the automaker's
headquarters on January 6 that though the automaker has obstacles
in the way, a good management team and a good plan is in place.
Mr. Whitacre added that his management team worked out a business
plan in December 2009 that calls for increased U.S. market share
in 2010, and set targets for share, profit per vehicle and other
measurements for all regions around the world.

Mr. Whitacre, who took over as Interim CEO for GM after ex-CEO
Frederick Henderson quit the post as the Company plunged into
bankruptcy, also pointed out that the Company needs to improve its
government relations, and has quickly shaken up its Washington,
D.C., operation.

GM $6.7 billion cash government loan will fully be paid by the
middle of 2010, Mr. Whitacre reiterated.

On December 18, 2009, Mr. Whitacre announced that GM "paid
$1 billion to the U.S. Treasury and $192 million to Export
Development Canada," reports Marketwatch.

"We're in business to make a profit.  "We're in business to pay
back the taxpayer," he told reporters at the Detroit meeting.

Reinforcing Mr. Whitacre's statements, GM Vice Chairman Bob Lutz
noted that the Company will be "solidly profitable" when demand
for new cars and trucks rebounds to normal levels, The Associated
Press reports.

Mr. Lutz, who spoke to the Society of Automotive Analysts in a
January 10, said that GM "[is] finally in a position where, from a
financial structure, we should be," according to the report.
"Anything remotely resembling normal industry demand, we should be
solidly profitable," he underscored.

                       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 ENERGY: Moody's Assigns 'B3' Rating on $200 Mil. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Gibson Energy
ULC's proposed offering of $200 million of senior unsecured notes
and raised the rating on its $560 million of first lien notes to
Ba3 from B1.  At the same time, Moody's affirmed the B1 Corporate
Family Rating of Gibson Energy Holding ULC.  Gibson Energy ULC is
a wholly-owned subsidiary of Gibson Energy Holding ULC.  The
rating outlook is stable.

The proceeds of the notes issue are intended to be used to fund
potential acquisitions and, as such, will initially increase
Gibson's leverage and cash liquidity.  Moody's are comfortable
with the higher leverage as acquisitions are expected to be
somewhat granular in nature, complementary to Gibson's existing
business mix, and consistent with Gibson's history of acquiring
reasonably priced assets that will generate cash flow sufficient
to lower the company's overall leverage profile.  When Moody's
assigned Gibson's B1 CFR in May 2009, Moody's noted that this
rating reflected the likelihood of incremental acquisitions and
growth capex that would result in higher leverage.

The stable outlook reflects Gibson's steady margins and solid
market position in western Canada, but is dependent on the company
completing successful acquisitions with the funds raised, thereby
reducing leverage.  If Gibson, a privately held company, were to
initiate shareholder distributions prior to a reduction in
leverage, it is likely that the outlook or rating would be
lowered.  The upgrade in rating of the first lien notes reflects
the added cushion provided by the issue of $200 million of
unsecured notes, which rank lower in the capital structure under
Moody's Loss Given Default Methodology.

Gibson's B1 Corporate Family Rating reflects its substantial
leverage, weak interest coverage, and the company's relatively
small size and concentration of operations in one primary
geographic region in Western Canada.  The rating also considers
the price and volume risks inherent in the company's business
segments, particularly with respect to the marketing activities,
which expose the company to markets risks resulting from movements
in commodity prices between the time volumes are purchased and
sold.  The rating is supported by Gibson's diversified operations
in several midstream segments, solid market position in each of
its principal business areas, proximity and ability to service the
oil sands industry, and experienced management team.

Upgrades:

Issuer: Gibson Energy ULC

  -- Senior Secured Regular Bond/Debenture, Upgraded to Ba3, LGD3,
     39% from B1, LGD3, 45%

Assignments:

Issuer: Gibson Energy ULC

  -- Senior Unsecured Regular Bond/Debenture, Assigned B3, LGD5
     87%

Moody's last rating action on Gibson was on May 19, 2009, when
Moody's assigned B1 ratings to Gibson's CFR and first lien notes.

Gibson Energy Holding, ULC, is a Calgary, Alberta based midstream
energy company engaged in the transportation, storage, blending,
processing, marketing and distribution of crude oil and related
products.


GMAC INC: Gets $3.79 Bil. in Third U.S. Bailout Package
-------------------------------------------------------
Auto and home lender General Motors Acceptance Corporation, Inc.,
received from the U.S. Department of the Treasury a third bailout
package valued at $3.79 billion to bolster lending as the company
absorbs $3.8 billion in new pre-tax charges and decides what to do
with its loss-plagued home mortgage unit.

The aid, according to a Businessweek report dated December 31,
2009, comes on top of about $13.5 billion previously allocated for
GMAC, which regulators have said is critical to the U.S. auto
industry.  GMAC had been bailed out twice in the past by the U.S.
government, the report said.

GMAC's Chief Executive Officer Michael Carpenter is struggling to
put the company back to profitability amid losses at the
Residential Capital mortgage unit, which GMAC may shutdown or
sell, the report added.  GMAC is the primary lender to General
Motors Co. and Chrysler Group LLC.

The bailout, according to statements gathered by Businessweek,
calls for the Treasury to buy $2.54 billion of trust preferred
securities that pay 8% and $1.25 billion of mandatory convertible
preferred stock, known as MCP, at 9%.

The Treasury's current holding of non-convertible preferred stock
will be swapped for $5.25 billion of the new MCP, and $3 billion
of Treasury's existing MCP will be converted into common stock,
GMAC said.  As a result of the infusion, the U.S. Government's
stake will rise to 56.3% from 35.4%.

                        About GMAC Inc

GMAC Inc. -- http://www.gmacfs.com/-- is a bank holding company
with 15 million customers worldwide.  As a global, independent
financial services institution, GMAC's diversified business
operations include automotive finance, mortgage operations,
insurance, commercial finance and online banking.

GMAC Inc. was founded in 1919 as a wholly owned subsidiary of
General Motors Corporation.  On November 30, 2006, General Motors
Corporation sold a 51% interest in the Company to FIM Holdings
LLC, an investment consortium led by Cerberus FIM Investors, LLC,
the sole managing member.  On December 24, 2008, the Board of
Governors of the Federal Reserve System approved the Company's
application to become a bank holding company under the Bank
Holding Company Act of 1956, as amended.  In connection with this
approval, GM and FIM Holdings  were required to significantly
reduce their voting equity ownership interests in GMAC.  These
reductions in ownership occurred in 2009.

Ally Bank, a unit of GMAC Financial Services, is an online U.S.
bank that provides an array of products, including online savings
accounts, money-market savings accounts and a variety of no
penalty certificates of deposit.  The bank was founded on three
core values: talking straight, doing what's right and being
obviously better than the competition.  Visit online in the U.S.
at http://www.AllyBank.com/or in Canada at http://www.ally.ca/
Ally Bank's total assets were $42.5 billion at the end of the
second quarter of 2009.

Headquartered in Minneapolis, Minnesota, Residential Capital LLC
-- http://www.rescapholdings.com/-- is the home mortgage unit
of GMAC Financial Services, which is in turn wholly owned by GMAC
LLC.  ResCap's balance sheet at June 30, 2009, showed total assets
of $22.00 billion, total liabilities of $20.95 billion, and total
stockholders equity of $1.05 billion.

                         *     *     *

At September 30, 2009, GMAC Inc.'s consolidated balance sheet
showed total assets of $178.25 billion, total liabilities of
$153.31 billion, and total stockholders' equity of $24.94 billion.

GMAC Inc. and Residential Capital LLC carry "CCC/Negative/C"
ratings from Standard & Poor's Ratings Services.

GMAC reported a second quarter 2009 after-tax net loss of
$3.90 billion, compared to a net loss of $2.48 billion in the
second quarter of 2008.  GMAC has obtained two bailouts totaling
$12.5 billion from the U.S. government during the economic crisis
in 2008.

GMAC says there is substantial doubt about ResCap's ability to
continue as a going concern.  GMAC says that should ResCap file
for bankruptcy, its $400 million investment related to ResCap's
equity position would likely be reduced to zero.  In addition, as
of September 30, 2009, GMAC had approximately $3.4 billion in
secured financing arrangements and secured hedging agreements with
ResCap of which approximately $2.3 billion in loans and
$32 million related to hedging agreements had been utilized.


GREAT ATLANTIC: Moody's Junks Corporate Family Rating From 'B3'
---------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family and
Probability of Default Ratings of The Great Atlantic and Pacific
Tea Company to Caa1 from B3, and downgraded the company's debt and
preferred stock ratings as shown below.  The ratings are on review
for possible downgrade.  The Speculative Grade Liquidity Rating
remains SGL-2.

The downgrades reflect greater than expected deterioration in
A&P's top line and profit margins, as demonstrated by the third
quarter operating results announced, as well as uncertainty about
its ability to regain satisfactory operating and credit metrics in
the near term.  The writedown of goodwill and other long term
assets in the release suggests a lack of confidence in achieving
previously anticipated operating improvements.  This raises doubt
about the company's ability to maintain its highly leveraged
capital structure despite satisfactory liquidity.

Ratings are on review for possible further downgrade.  Moody's
will focus its review on the company's developing strategic plan,
its ability to stabilize or improve operating results and credit
metrics, and its ability to maintain good liquidity after funding
capital investment.  A&P continues the search for a permanent CEO,
which began in October 2009.  Conclusion of Moody's rating review
is not predicated on naming a new CEO.

The SGL-2 Speculative Grade Liquidity rating reflects good
liquidity based on excess cash balances following the successful
issuance of $260 million of senior secured notes and $175 million
of preferred equity in August 2009, as well as ample availability
under its ABL credit facility.  This rating may change in the
future as Moody's re-evaluates expectations for future cash flow.

These ratings were downgraded and LGD point estimates adjusted:

  -- Corporate Family Rating to Caa1 from B3

  -- Probability of Default Rating to Caa1 from B3

  -- Senior convertible notes to Caa2 (LGD 5, 79%) from Caa1 (LGD
     5, 78%)

  -- Senior unsecured notes to Caa2 (LGD 5, 79%) from Caa1 (LGD 5,
     78%)

  -- Senior secured notes to Caa1 (LGD 3, 47%) from B3 (LGD 3,
     46%)

  -- Senior Unsecured Shelf to (P)Caa2 (LGD 5, 79%) from (P)Caa1
     (LGD 5, 78%)

  -- Subordinated Shelf to (P)Caa3 (LGD 6, 97%) from Caa2 (LGD 6,
     97%)

  -- JR.  Subordinated Shelf to (P)Caa3 (LGD 6, 97%) from (P)Caa2
     (LGD 6, 97%)

  -- Preferred Shelf to Caa3 (LGD 6, 98%) from Caa2 (LGD 6, 98%)

This rating was affirmed

  -- Speculative Grade Liquidity Rating at SGL-2.

The last rating action for Great A&P was the upgrade of its
Speculative Grade Liquidity Rating to SGL-2 on August 7, 2009.

The Great Atlantic and Pacific Tea Company, headquartered in
Montvale, New Jersey, operates 433 grocery stores in the Northeast
US with particular concentration in the NY/NJ/PA markets.


GROVELAND ESTATES: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Groveland Estates, LLC, filed with the U.S. Bankruptcy Court for
the Middle District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $21,350,000
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $4,825,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $1,250
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $91,743
                                 -----------      -----------
        TOTAL                     $21,350,000       $4,917,993

Groveland, Florida-based Groveland Estates, LLC, filed for Chapter
11 bankruptcy protection on December 3, 2009 (Bankr. M.D. Fla.
Case No. 09-18492).  Aldo G. Bartolone, Jr., Esq., at Consumer Law
Group LLP assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and $1,000,001
to $10,000,000 in liabilities.


HAIGHTS CROSS: Chapter 11 Filing Cues Moody's Rating Cut to 'D'
---------------------------------------------------------------
Moody's Investors Service lowered the Probability of Default
Rating of Haights Cross Communications, Inc., to D from Ca.  The
downgrade follows Haights' announcement on January 11, 2010 that
it has commenced voluntary proceedings under Chapter 11 of the
U.S. Bankruptcy Code.  The Ca Corporate Family Rating, the Ca
rating on the 11.75% Senior Notes, and the C rating on the 12.5%
Senior Discount Notes remain unchanged.

Haights has received acceptance of its prepackaged Plan of
Reorganization from 100% of holders of the credit agreement
(unrated by Moody's), 100% of holders of the Senior Notes, and 90%
of holders of the Senior Discount Notes.  In accordance with the
terms of the Plan, the financial restructuring would reduce the
company's debt by approximately $200 million to approximately
$180 million and extend the maturity of the company's debt until
no earlier than three years from the effective date of the Plan.
The Ca rating on the Senior Notes and the C rating on the Senior
Discount Notes reflect Moody's expected recovery rates on these
instruments in connection with the reorganization.

Moody's downgraded this rating of Haights Cross Communications,
Inc.:

  -- Probability of Default Rating, to D from Ca

Moody's affirmed these ratings (and revised the LGD point
estimate) of Haights Cross Communications, Inc.:

  -- Corporate Family Rating, Ca

  -- $135 million 12.5% Senior Discount Notes due 8/15/11, to C
     (LGD6, 92%) from C (LGD5, 86%)

Moody's affirmed this rating (and revised the LGD point estimate)
of Haights Cross Operating Company:

  -- $140 million 11.75% Senior Notes due 8/15/11, to Ca (LGD4,
     62%) from Ca (LGD3, 48%)

Subsequent to the actions, all of Haights' ratings will be
withdrawn because the company has entered bankruptcy.

Moody's last rating action on Haights occurred on September 14,
2009, when the PDR was changed to Ca from Ca/LD.

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

Headquartered in White Plains, New York, Haights Cross
Communications develops and publishes print and audio products for
the K-12 education and library markets.  The company reported
$158 million in revenue for the twelve months ended June 30, 2009.


HEARTLAND PUBLICATIONS: 1st Lien Lenders to Get Equity Under Plan
-----------------------------------------------------------------
Heartland Publications LLC filed a reorganization plan that
proposes to give a new $70 million term loan and 90% of the new
equity to holders of $113.7 million in prepetition first-lien
debt.

The terms of the Plan is based on a plan support agreement signed
with lenders prepetition.

According to the disclosure statement, if the prepetition second
lien lenders owed $44.9 million vote for the Plan, they will
receive a class of equity interests representing 5% of equity
value above an enterprise value of $100 million.  The second-lien
lenders would also receive warrants for 5% of the equity based on
an equity value of $50 million.  If they vote against the Plan,
they won't receive any distributions.

General unsecured creditors will receive full payment if second-
lien creditors vote for the Plan.  If the second lien creditors
reject the Plan, general creditors will receive nothing.

Only the first lien lenders and the second lien lenders are voting
on the Plan.  The general unsecured creditors are not voting, as
they are unimpaired if the second lien lenders approve the Plan,
while they are deemed to reject the Plan in the second scenario.

The hearing for approval of the disclosure statement explaining
the plan is scheduled for Feb. 19.

A copy of the Disclosure Statement is available for free at:

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

A copy of the Plan is available for free at:

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

                       Senior Officer Bonuses

Heartland has obtained approval for $225,000 in bonuses, with
$215,000 earmarked for senior officers.  The U.S. Trustee filed an
objection, saying the bonuses are prohibited retention bonuses
because they represent payments for work in 2009.

                    About Heartland Publications

Headquartered in Clinton, Connecticut, Heartland Publications, LLC
-- http://www.heartlandpublications.com/-- operates 50 paid-
circulation newspapers and numerous free or controlled
distribution products in Georgia, Kentucky, North and South
Carolina, Ohio, Oklahoma, Tennessee, Virginia and West Virginia.
The Company reaches more than 250,000 print subscribers each month
and many others via interactive Web sites.  The Company operates
50 paid-circulation newspapers and numerous free or controlled
distribution products in nine states.

Heartland Publications, LLC -- aka Macon County Times, et al. --
filed for Chapter 11 bankruptcy protection on December 21, 2009
(Bankr. D. Del. Case No. 09-14459).  Kenneth J. Enos, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor,
assist the Company in its restructuring effort.  Duff & Phelps,
Securities LLC is the Debtor's financial advisor.  Epiq Bankruptcy
Solutions is the Debtor's claims and notice agent.  As of
October 31, 2009, the Debtor has $134.3 million in assets and
$166.2 million in liabilities.


HEIDTMAN MINING: Amends List of 20 Largest Unsecured Creditors
--------------------------------------------------------------
Heidtman Mining, LLC, filed the U.S. Bankruptcy Court for the
Western District of Arkansas an amended list of its largest
unsecured creditors.

A full-text copy of the list of largest unsecured creditors is
available for free at:

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

Toledo, Ohio-based Heidtman Mining, LLC, filed for Chapter 11 on
June 12, 2009 (Bankr. W.D. Ark. Case No. 09-72912).  George H.
Tarpley, Esq., Marcus Jermaine Watson, Esq., at Cox Smith Matthews
Incorporated; and Mark W. Hodge, Esq., at Chisenhall, Nesturd &
Julian, represent the Debtor in its restructuring efforts.  The
Debtor estimated $10 million to $50 million in assets and
$50 million to $100 million in debts in its bankruptcy petition.


HELIX ENERGY: S&P Affirms Corporate Credit Rating at 'B+'
---------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'B+' corporate
credit rating on marine contractor and oil and gas firm Helix
Energy Solutions Group Inc. and revised the rating outlook to
negative from stable.  At the same time, S&P affirmed the 'BB'
issue-level rating on Helix's secured credit facility.  The
recovery rating on this debt remains unchanged at '1', indicating
S&P's expectation for very high (90% to 100%) recovery in the
event of payment default.  However, S&P has lowered its issue-
level rating on Helix's unsecured notes to 'B' from 'B+' based on
a revision in the recovery rating to '5', indicating S&P's
expectation for modest (10% to 30%) recovery in default, from '3'.

"The outlook revision on offshore energy firm Helix Energy
Solutions Group incorporates its recent strategy of reallocating
contract service resources from third-party opportunities to its
own exploration & production [E&P] business, which S&P think will
result in weak operating performance over the next several
quarters," said Standard & Poor's credit analyst Marc Bromberg.
S&P expects results will likely improve in the latter half of
2010, particularly as several reserves come into production and
Helix can refocus its contract services resources on generating
third-party sales.  Nevertheless, through the first half of 2010,
S&P believes that credit metrics could decline to the point that
Helix may need to contribute cash to stay within its covenant
requirement.

The ratings on Helix reflect a highly leveraged financial risk
profile, which has been exacerbated by the downturn in its
offshore contracting and exploration & production business during
the second half of 2009.  These weaknesses currently outweigh an
improved liquidity profile and the potential for deleveraging as a
result of asset sales.

The negative outlook reflects S&P's concern that revenue and
EBITDA will continue to be pressured at least through the first
half of 2010, because of the reallocation of contract services
from external opportunities to its own E&P operation, leaving
credit metrics weak for the current rating.  E&P and contract
services should improve materially in the second half of 2010, as
additional reserves open to production and the company can
reallocate contract services to third party opportunities, in
S&P's estimation.

S&P would consider a ratings downgrade if current credit measures,
such as adjusted debt to EBITDA, were to trend above 4.0x for two
or more quarters or if liquidity were to decline materially from
current levels.  S&P could also take a negative rating action if
Helix were to resume a more aggressive capital spending program
(i.e., materially above its expected organic cash flow).

S&P views the potential for positive ratings actions as limited in
the near term because S&P expects industry conditions to remain
challenging at least through the first half of 2010.


HORIZONTAL FIN'L: Stock to be Delisted From Nasdaq
--------------------------------------------------
Horizon Financial Corp. disclosed that as a result of the recent,
previously announced closure of the Company's wholly-owned
subsidiary and principal asset, Horizon Bank, and the expected
dissolution or bankruptcy, and liquidation of the Company, trading
in the Company's common stock was halted by The Nasdaq Stock
Market starting on Monday January 11, 2010, and the Company was
notified by Nasdaq on January 11, 2010, that the Company's stock
will be delisted from Nasdaq on January 21, 2010.  This action is
being taken by Nasdaq pursuant to its Listing Rules 5100 and
5450(b)(1)(A).


IMAGE ENTERTAINMENT: Reveals New Management Team
------------------------------------------------
Image Entertainment, Inc., disclosed a new chapter with the close
of the previously announced sale of preferred stock to JH
Partners.  In connection with the closing, the company unveils its
new management team consisting of corporate entertainment veterans
Ted Green, John Avagliano and award-winning producer John Hyde.
The announcement was made today at the company's Chatsworth
headquarters.

"Today marks an entirely new day for Image Entertainment,"
remarked Green, Chairman and CEO of Image.  "Image is a name that
has meant quality not only in content, but in presentation.  While
the new media marketplace poses great challenges for any home
entertainment programmer, our goal is to strengthen Image
Entertainment's name while remaining synonymous with great
product.  We expect to be very active in the acquisition of rights
and companies."

Green will serve as Chairman/CEO with Hyde as Vice Chairman and
Avagliano taking the role of Chief Operating Officer/Chief
Financial Officer.  In addition to Mr. Green, the other members of
the new board of directors of Image after the sale of preferred
stock include Patrick Collins and Michael John, both of JH
Partners.  All members of the Image board prior to the close of
the sale of preferred stock resigned effective immediately after
the close.  The company will immediately and aggressively pursue
acquisition of global media content for exploitation in the
packaged media, digital and mobile markets.

"We are excited to partner with an experienced and proven
management team and feel confident that the combination of their
strategic vision and an improved balance sheet will afford
impressive growth opportunities for Image," commented Patrick M.
Collins, JH Partners.

"We are looking forward to maximizing our various different
individual strengths with Image," stated Hyde, Vice Chairman.
"Each of us brings a different set of industry skills and
relationships to this venture and we are confident that we can
expand on the rich history that is Image Entertainment."

"In the past, Image has focused primarily on content acquisition
and distribution for the North American market," said Avagliano,
COO/CFO. "We plan to build a strong international presence for the
company as well."

Ted Green's accomplishments within the entertainment industry
reach back three decades, covering music and home entertainment.
From 2007 to 2009, Mr. Green was chairman of publicly traded TM
Entertainment and Media, an Amex traded company that merged in
October 2009 with ChinaMedia Express.  From 2003 to 2006, Mr.
Green was CEO and Co-Owner of independent home media label Anchor
Bay Entertainment, which at that time was a subsidiary of IDT
Entertainment.  From 1992 to 2000, Mr. Green was the founder and
President of Sony Wonder, the division of Sony BMG Music
Entertainment responsible for the production and distribution of
media geared toward youthful audiences and also for all home video
distribution.  Green's resume includes management positions at
such renowned media companies as CBS Records, Polygram Records and
ATCO.

John Hyde is an award-winning television and motion picture
producer whose long list of credits include such successful
television titles as "The Simpsons," "King Of The Hill," the
animated "Hellboy," and Masters Of Horror, as well as many motion
picture titles including The Neverending Story, Short Circuit and
the award-winning Das Boot.  Most recently, Hyde is in development
at Disney with Flight Of The Navigator 2 and at The Weinstein
Company with Short Circuit 3.  Hyde also is currently Vice
Chairman at The Jim Henson Company and previously from 2006 to
2007 Chief Operating Officer at Starz Media, as well as from 2003
to 2006 Chief Operating Officer of IDT Entertainment, CEO of IDT
Productions from 2003 to 2006, and from 1999 to 2006 CEO of Film
Roman, the animation company behind the wildly successful "The
Simpsons."

John Avagliano is currently President of Britannia Holdings,
providing strategic and financial management services to the film,
video and apparel industries. Clients have included Live Nation
Entertainment, Ticketmaster Entertainment, Palm Pictures, GTCR,
CAK Entertainment and Pacific Connections.  Prior to Britannia,
Avagliano held senior level finance management positions at Warner
Music Group, where he served as Senior Vice President of Financial
Operations and Shared Services; Warner Home Entertainment, where
he served as Chief Financial Officer; Polygram Records, where he
served as Vice President of Finance for audio, video and
merchandise distribution in the United States; and Avon Products.

Pali Capital, Inc., acted as financial advisor to JH Partners and
the management team on this transaction. Houlihan Lokey served as
financial advisors to Image Entertainment.

                    About Image Entertainment

Image Entertainment, Inc., is an independent licensee and
distributor of entertainment programming in North America, with
approximately 3,200 exclusive DVD titles and approximately 340
exclusive CD titles in domestic release and approximately 400
programs internationally via sublicense agreements.  For many of
its titles, the Company has exclusive audio and broadcast rights
and, through its subsidiary, Egami Media, Inc., has digital
download rights to approximately 2,000 video programs and over 300
audio titles containing more than 5,100 individual tracks.  The
Company is headquartered in Chatsworth, California.

Image Entertainment has assets of $81,121,000 against debts of
$80,188,000 as of Sept. 30, 2009.

Image Entertainment received a Nasdaq Staff Determination Letter
from the staff of the Nasdaq Stock Market Listing Qualifications
Department on December 15, 2009.  The Letter indicated that the
Company had not regained compliance with the minimum market
value of publicly held shares requirement for continued listing
by December 14, 2009.


INTERNATIONAL ALUMINUM: Gets Interim OK to Use Cash Collateral
--------------------------------------------------------------
International Aluminum Corp., et al, sought and obtained interim
approval from the Hon. Mary F. Walrath of the U.S. Bankruptcy
Court for the District of Delaware to use cash collateral until 30
days after the commencement date if the final order hasn't been
entered by such date.

The parties with interests in cash collateral are Canadian
Imperial Bank of Commerce, New York Agency, as administrative
agent and lender (the Prepetition Agent) under a certain credit
agreement dated as of March 30, 2007, and the other financial
institutions from time to time party thereto, as lenders (the
Prepetition Lenders).

Gary T. Holtzer, Esq., and Robert J. Lemons, Esq., at Weil,
Gotshal & Manges LLP, the attorneys for the Debtors, explained the
Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.  The Debtors will use the collateral
pursuant to a budget, a copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtors propose to
grant the Prepetition Agent a valid, binding, enforceable and
perfected replacement security interest in, and lien on, subject
to the carve out, all of the right, title and interest of the
Debtors in, to and under all property of the Debtors.  The
adequate protection liens granted to the Prepetition Agent will be
(i) a first priority perfected lien on all of the postpetition
collateral that isn't otherwise encumbered by a validly perfected,
non-avoidable security interest or lien as of the commencement
date; (ii) a first priority, senior and perfected lien on that
portion of the portion of the postpetition collateral that
comprises the prepetition collateral and isn't subject to a
validly perfected lien or security interest with priority over the
Prepetition Agent's liens on the prepetition collateral as of the
commencement date, and postpetition collateral subject to a lien
that is junior to the liens securing the prepetition obligations;
and (iii) a second priority, junior perfected lien on all
postpetition collateral subject to a validly perfected lien with
priority over the Prepetition Agent's liens as of the commencement
date.

The Debtors will pay to the Prepetition Agent from time to time
after the commencement date current cash payments in an amount
equal to all fees and out of pocket expenses payable to the
Prepetition Agent under the prepetition agreements.

The Debtors will provide the Prepetition Agent and the Prepetition
Lenders with any written financial information or reporting on the
same terms as provided in the prepetition credit agreement and/or
any of the other prepetition agreements.

A final hearing will be held on January 29, 2010, at 9:30 a.m.

The Mezzanine Lenders, the lenders or affiliates to lenders to the
Debtors under a certain senior subordinate loan agreement dated as
of March 30, 2007, and owed in excess of $50 million, filed an
objection to the Debtors' request to use cash collateral, saying
that the Debtors filed their Chapter 11 petitions to wipe out the
Mezzanine Lenders and their recoveries entirely.

The Debtors proposed an illegal fast-track plan of reorganization
which unfairly discriminates against the Mezzanine Lenders by
purporting to pay all unsecured creditors of the Debtors in full
other than the Mezzanine Lenders, with the Prepetition Lenders
getting cash, new secured notes and 100% of equity of the
reorganized Debtors, the Mezzanine Lenders said.  According to the
Mezzanine Lenders, the Debtors' management receives rich
employment contracts and a new "management incentive plan" with
"emergence bonuses", all backed by an illegal plan support and
lock-up agreement with the Debtors' "new owners" -- the
Prepetition Lenders, and Genstar receives broad releases from any
and all causes of action as a "Released Party" under the Plan
including with respect to prepetition payments and other
distributions made by the Debtors to Genstar while insolvent, even
specifying any claims against Genstar arising under that certain
"Advisory Services Agreement" dated as of March 30, 2007.

The Debtors avoid informing the Court that they have tens of
millions of dollars of cash on hand that is presently unencumbered
by an lien or security interest in favour of the Prepetition
Lenders.

The prepetition lenders are represented by Latham & Watkins, LLP.

Fox Rothschild LLP and White & Case LLP represent the Mezzanine
Lenders.

                    About International Aluminum

International Aluminum filed for Chapter 11 bankruptcy protection
on January 4, 2010 (Bankr. D. Delaware Case No. 10-10003).  The
Company's affiliates, including IAC Holding Co. and United States
Aluminum Corporation, also filed Chapter 11 bankruptcy petitions.
John Henry Knight, Esq., and L. Katherine Good, Esq., at Richards,
Layton & Finger, P.A., assist the Debtors in their restructuring
efforts.  Weil, Gotshal & Manges LLP is the Debtor's co-counsel.
Moelis & Company is the Debtor's financial advisor.  Kurtzman
Carson Consultants LLC is the Debtor's claims agent.  The Debtor
listed $198 million in assets and  $217 million in liabilities as
of November 30, 2009.


JARDEN CORPORATION: Moody's Assigns 'B3' Rating on $400 Mil. Notes
------------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Jarden's
proposed $400 million senior subordinated notes and affirmed all
of Jarden's other ratings (B1 CFR and PDR, Ba2 sr. secured credit
facility, B2 sr. unsecured notes, B3 subordinated notes and SGL 2
liquidity rating).  The outlook remains positive.

Proceeds from the $400 million new notes are expected to be used
to repay a portion of the secured term loan and for general
corporate purposes.  "Any amounts not used to repay the term loan,
together with cash on hand, are expected to be used for general
corporate purposes and enhance Jarden's liquidity ahead of the
planned acquisition of Mapa Spontex Baby and Home Care businesses
from Total S.A later in the year" said Kevin Cassidy, Senior
Credit Officer at Moody's Investors Service.

On December 16, 2009, Jarden announced that it made a binding
offer to acquire the Mapa Spontex Baby and Home Care businesses
from Total S.A. for a purchase price of approximately $500 million
less any indebtedness assumed by Jarden.  Headquartered in Paris,
France, Mapa Spontex is a global manufacturer and distributor of
baby care and home care products.  For the year ended December 31,
2008, sales and EBITDA for Mapa Spontex approximated $800 million
and $80 million, respectively.

The B1 corporate family rating reflects the company's growing
scale, its leading (and in some cases dominant) market share in
select categories and its good liquidity profile.  The corporate
family rating also reflects the acquisitive nature of the company
while at the same time recognizing the strength of its brands, and
the diversification benefits expected to be realized from its
global presence, and the breadth of its products and categories.

The positive outlook reflects Moody's view that Jarden's large
scale with approximately $6 billion in revenue after the Mapa
Spontex acquisition, broad product diversification and leading
brand names should help it weather continuing weak discretionary
consumer spending and should enable it to improve its
profitability as the economic recovery begins to take shape.  The
positive outlook also reflects the improved transparency of
Jarden's organic performance as there haven't been any significant
recent acquisitions.  The positive outlook further considers
Jarden's improving liquidity position.

The SGL 2 speculative grade liquidity rating reflects Jarden's
good liquidity profile, highlighted by cash balances of around
$800 million,, an improving debt maturity profile and good
operating cash flow.  Further benefiting Jarden's liquidity
profile is having sufficient cushion under its financial
covenants, having access to a $100 million revolver that expires
in January 2012 and having access to a $400 million accounts
receivable securitization facility ($250 million drawn at
September 30th).  Constraining the company's liquidity profile is
the annual renewal of the $400 million accounts receivable
securitization facility, the recent implementation of a
$40 million annual dividend and the maturity of over $300 million
in 2011 and $200 million in January 2012.

This rating was assigned:

* $400 million senior subordinated notes at B3 (LGD 5 -- 85%);

These ratings were affirmed/assessments revised:

* Corporate family rating at B1;

* Probability of default rating at B1;

* Senior secured revolver at Ba2 (LGD 2 -- 20% from LGD 2 --
  25%);

* $735 million secured term loan at Ba2 (LGD 2 -- 20% from LGD 2 -
  - 25%);

* $600 million term loan at Ba2 (LGD 2 -- 20% from LGD 2 -- 25%);

* $300 million senior unsecured notes at B2 (LGD 4, 57% from LGD
  4, 69%);

* $650 million senior subordinated notes at B3 (LGD 5 -- 85% from
  LGD 90%);

* Speculative grade liquidity rating at SGL 2

The last rating action was on November 10, 2009, where Moody's
revised Jarden's rating outlook to positive.

Jarden Corporation is a manufacturer and distributor of niche
consumer products used in and around the home.  The company's
primary segment include Consumer Solutions (which distributes
kitchen appliances, fire detection and suppressant systems, and
home vacuum packaging systems), Branded Consumables (which
distributes playing cards, arts and crafts, plastic cutlery and
firelogs), and Outdoor solutions (which distributes a variety of
outdoor leisure products under the K2, PureFishing, Coleman and
Campignaz brands).  Headquartered in Rye, NY the company reported
consolidated net sales of approximately $5.1 billion for the
twelve months ending September 30, 2009.


L-1 IDENTITY: S&P Downgrades Corporate Credit Rating to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Stamford, Connecticut-based L-1 Identity
Solutions Inc. to 'B+' from 'BB-'.  The outlook is stable.

At the same time, as a result of the downgrade, S&P lowered the
issue-level rating on the company's $135 million revolver and
split-term senior secured term loan one notch to 'BB' from 'BB+'.
For the same reason, S&P also lowered the issue-level rating on
the $175 million convertible notes to 'B+' from 'BB-'.  Both the
'1' recovery rating on the revolver and senior secured term loan
and the '4' recovery rating on the convertible notes remain
unchanged.

"The ratings on L-1 reflect the company's dependence on government
spending, its leveraged financial profile, and tightening
liquidity," said Standard & Poor's credit analyst Jennifer Pepper.
L-1's leading position in a growth niche market and revenue
stability from long-term contracts partially offset company
weaknesses.


LANDMARK VALLEY: Files Schedules of Assets & Liabilities
--------------------------------------------------------
Landmark Valley Homes, Inc., has filed with the U.S. Bankruptcy
Court for the Southern District of Texas, its schedules of assets
and liabilities, disclosing:

     Name of Schedule              Assets          Liabilities
     ----------------              ------          -----------
A. Real Property                $30,890,815

B. Personal Property             $3,228,975

C. Property Claimed as
   Exempt

D. Creditors Holding
   Secured Claims                                   $17,959,266

E. Creditors Holding
   Unsecured Priority
   Claims                                               $85,041

F. Creditors Holding
   Unsecured Non-priority
   Claims                                            $1,440,169
                               ------------        ------------
TOTAL                           $34,119,790         $19,484,476

McAllen, Texas-based Landmark Valley Homes, Inc., owns and
operates residential construction/real estate development
business.  The Company filed for Chapter 11 bankruptcy protection
on January 4, 2010 (Bankr. Case No. 10-70013).  John Kurt Stephen,
Esq., at Cardena Whitis and Stephen, assists the Company in its
restructuring effort.  The Company has assets of $34,119,790, and
total debts of $19,484,476.


LANDMARK VALLEY: Gets Interim Nod to Use INB's Cash Collateral
--------------------------------------------------------------
Landmark Valley Homes, Inc., has sought authority from the U.S.
Bankruptcy Court for the Southern District of Texas to use only
the cash collateral of Inter National Bank on an interim basis.

The Debtor's business includes inventory of unsold homes and lots
which are believed to be subject to security interests and liens
granted by Debtor to Inter National Bank and to Wachovia.  INB is
owed $11,848,877, while Wachovia is owed $5,291,134.  INB and
Wachovia each have separate collateral packages consisting of
homes, lots and development tracts.  The sale proceeds and
accounts generated in the ordinary course of business constitute
cash collateral.

Kurt Stephen, Esq., at Cardenas, Whitis & Stephen, LLP, the
attorney for the Debtor, explained that the Debtor needs the money
to fund its Chapter 11 case, pay suppliers and other parties.  The
Debtors will use the collateral pursuant to a budget, a copy of
which is available for free at:

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

Mr. Stephen says that the Debtor's use of cash collateral will
provide adequate protection to lenders by maintaining the ongoing
business of the Debtor and maintaining or improving the cash flow
of the Debtor.  Debtor will provide continuing post-petition liens
to the lenders to the extent lenders have valid pre-petition
security interests in cash collateral.  Debtor will also provide
adequate protection by maintaining the properties, maintaining
insurance and paying necessary operational expenses.

The Court has set a further hearing on use of cash collateral for
January 27, 2010, at 9:00 a.m.

McAllen, Texas-based Landmark Valley Homes, Inc., owns and
operates residential construction/real estate development
business.  The Company filed for Chapter 11 bankruptcy protection
on January 4, 2010 (Bankr. Case No. 10-70013).  John Kurt Stephen,
Esq., at Cardena Whitis and Stephen, assists the Company in its
restructuring effort.  The Company has assets of $34,119,790, and
total debts of $19,484,476.


LE-NATURE'S INC: Adds K&L Partner to $500M Fraud Suit
-----------------------------------------------------
Law360 reports that the trustee for Le-Nature's Inc. has filed an
amended complaint in his malpractice suit alleging K&L Gates LLP
ignored evidence of fraud and misconduct at the water bottler,
adding K&L partner Sanford Ferguson for allegedly performing an
anemic investigation into such accusations against the Company's
CEO.

Headquartered in Latrobe, Pennsylvania, Le-Nature's Inc. --
http://www.le-natures.com/-- makes bottled waters, teas, juices
and nutritional drinks.  Its brands include Kettle Brewed Ice
Teas, Dazzler fruit juice drinks and lemonade, and AquaAde
vitamin-enriched water.

Four unsecured creditors of Le-Nature's filed an involuntary
Chapter 7 petition against the company on Nov. 1, 2006 (Bankr.
W.D. Pa. Case No. 06-25454).  On Nov. 6, 2006, two of Le-Nature's
subsidiaries, Le-Nature's Holdings Inc., and Tea Systems
International Inc., filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code.  Judge McCullough converted Le
Nature's Inc.'s case to a Chapter 11 proceeding.  The Debtors'
cases are jointly administered.  The Debtors' schedules filed with
the Court showed $40 million in total assets and $450 million in
total liabilities.

Douglas Anthony Campbell, Esq., Ronald B. Roteman, Esq., and
Stanley Edward Levine, Esq., at Campbell & Levine, LLC, represents
the Debtors in their restructuring efforts.  The Court appointed
R. Todd Neilson as Chapter 11 Trustee.  Dean Z. Ziehl, Esq.,
Richard M. Pachulski, Esq., Stan Goldich, Esq., Ilan D. Scharf,
Esq., and Debra Grassgreen, Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub LLP, represent the Chapter 11 Trustee.
David K. Rudov, Esq., at Rudov & Stein, and S. Jason Teele, Esq.,
and Thomas A. Pitta, Esq., at Lowenstein Sandler PC, represent the
Official Committee of Unsecured Creditors.  Edward S. Weisfelner,
Esq., Robert J. Stark, Esq., and Andrew Dash, Esq., at Brown
Rudnick Berlack Israels LLP, and James G. McLean, Esq., at Manion
McDonough & Lucas represent the Ad Hoc Committee of Secured
Lenders.  Thomas Moers Mayer, Esq., and Matthew J. Williams, Esq.
at Kramer Levin Naftalis & Frankel LLP, represent the Ad Hoc
Committee of Senior Subordinated Noteholders.

In July 2008, the Chapter 11 plan of liquidation for Le-Nature's
took effect.


LEHMAN BROTHERS: Marsal Aims to Raise Up to $50-Bil. from Assets
----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Bryan Marsal, who
oversees the liquidation of Lehman Brothers Holdings Inc., said he
hopes to raise as much as $50 billion from the assets during the
next three to five years.

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEXINGTON PRECISION: Plan Hearing Pushed Back to Jan. 25
--------------------------------------------------------
Bill Rochelle at Bloomberg News reports that secured lenders of
Lexington Precision Corp. withdrew the separate reorganization
plan they were proposing.  The hearing on the disclosure statement
was pushed back from Jan. 11 to Jan. 25.  In addition to the
company's plan, the Official Committee of Unsecured Creditors and
the lenders together are proposing a competing plan.  Creditors
cannot vote on the plans until the bankruptcy judge in New York
approves an explanatory disclosure statement.  The parties have
been disputing the value of the business and whether anything
should be left for shareholders.

                    About Lexington Precision

Headquartered in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- manufactures tight-tolerance
rubber and metal components for use in medical, automotive, and
industrial applications.  As of February 29, 2008, the Company
employed about 651 regular and 22 temporary personnel.

The Company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Christopher J. Marcus, Esq., and Victoria
Vron, Esq., at Weil, Gotshal & Manges, represent the Debtors in
their restructuring efforts.  The Debtors selected Epiq Systems -
Bankruptcy Solutions LLC as claims agent.  The U.S. Trustee for
Region 2 appointed six creditors to serve on an official committee
of unsecured creditors.  Paul N. Silverstein, Esq., and Jonathan
Levine, Esq., at Andrews Kurth LLP, represent the Committee as
counsel.

On June 30, 2008, the Debtors filed with the Bankruptcy Court a
plan of reorganization.  It was amended twice, the latest
amendment dated December 8, 2008.  The Debtors currently plan to
complete the liquidation of their connector-seal business before
seeking approval of the Amended Plan.


LOWER BUCKS HOSPITAL: Files for Chapter 11 in Pennsylvania
----------------------------------------------------------
Lower Bucks Hospital and two affiliates filed for Chapter 11
bankruptcy at the U.S. Bankruptcy Court for the Eastern District
of Pennsylvania.

The Hospital blamed the filing on a decline in its patient service
revenue that started in late 2007.  Albert A. Mezzaroba, CEO and
president of Lower Bucks, said in an affidavit that the decline
was caused by, among other things, the general economic decline in
the region.

For years, Lower Bucks has been considering offers to acquire its
business.   During the summer and fall of 2008, the Hospital
engaged in discussions with a local healthcare system regarding a
possible affiliation or acquisition.  Management also sent various
overtures to other healthcare systems in the region regarding a
sale or an affiliation.  However, according to Mr. Mezzaroba, "it
became apparent that the local healthcare system was not prepared
to associate with the Hospital."

In September 2009, Lower Bucks engaged SSG Capital Advisors LLC to
assist in the marketing process.  Lower Bucks said that it intends
to retain the services of SSG postpetition.

According to Mr. Mezzaroba, the Debtors have also pursued various
"stand-alone" alternatives by which their debt would be
restructure.

Mr. Mezzaroba was hired last week after the Company's CEO
resigned.  Mr. Mezzaroba is the former CEO of the Convention
Center and chief legal counsel to Philadelphia City Council
President Anna C. Verna.

Philly.com reported that Mark Warshaw, a staff representative for
the Pennsylvania Association of Staff Nurses and Allied
Professionals, which has been briefed regularly on Lower Bucks'
status, said the Hospital had long considered bankruptcy as part
of a sale because potential buyers would not want to assume its
debt.  His union is currently in negotiations with the hospital,
according to the report.

                        Business As Usual

In a press release, Mr. Mezzaroba called the bankruptcy filing
involving Lower Bucks Hospital, Lower Bucks Health Enterprises
Inc. and Advanced Primary Care Physicians an "important step
forward to address the challenges facing Lower Bucks Hospital."

"I want to reassure our patients, our employees, our physicians
and the community that Lower Bucks Hospital is not going out of
business or closing its doors," he wrote, adding the hospital will
continue "normal operations" during the reorganization.

                        About Lower Bucks

Lower Bucks Hospital is a nonprofit hospital based in Bristol,
Pennsylvania.  The Hospital is currently licensed to operate 183
beds.  Together with affiliates Advanced Primary Care Physicians
and Lower Bucks Health Enterprises, Inc., Lower Bucks owns a
36-acre campus with several medical facilities.  The Hospital's
emergency room serves approximately 30,000 patients annually.  For
the fiscal year ending June 30, 2009, Lower Bucks had $114 million
in consolidated revenues.

Lower Bucks and its affiliates filed for Chapter 11 on Jan. 13,
2009 (Bankr. E.D. Pa. Case No. 10-10239).  Saul Ewing LLP in
Philadelphia represents the Debtor.  Donlin Recano is claims and
notice agent.  The Honorable Eric L. Frank presides over the case.

The Pension Benefit Guaranty Corporation is listed as the largest
unsecured creditor with an unliquidated claim of $35 million.
Bank of New York Mellon Trust Company, as indenture trustee with
respect to notes issued by the Debtor prepetition, is listed as
the second largest unsecured creditor with an unliquidated claim
of $24.9 million.


MARGAUX INVESTORS: Case Summary & Unsecured Creditor
----------------------------------------------------
Debtor: Margaux Investors, LLC
        121 Warm Springs East
        Las Vegas, NV 89119

Bankruptcy Case No.: 10-10122

Chapter 11 Petition Date: January 6, 2010

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Michael C. Van, Esq.
                  Shumway Van & Hansen, Chtd
                  8985 S. Eastern Ave., #160
                  Las Vegas, NV 89123
                  Tel: (702) 478-7770
                  Fax: (702) 478-4779
                  Email: michael@shumwayvan.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 $1,060,000
and total debts of $3,377,813.

The Debtor identified Terrence P. Bean and Bean-Orchid, LLC (c/o
Charles J. Paternoster, Esq.) with a debt claim (Contingent,
disputed and unliquidated claim) for $3,377,813 as its largest
unsecured creditor. A full-text copy of the Debtor's petition,
including a list of its largest unsecured creditor, is available
for free at http://bankrupt.com/misc/nvb10-10122.pdf

The petition was signed by Ken Baxter, manager of the Company.


MARHABA PARTNERS: Files List of Nine Largest Unsecured Creditors
----------------------------------------------------------------
Marhaba Partners Limited Partnership filed with the U.S.
Bankruptcy Court for the Southern District of Texas a list of its
nine largest unsecured creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/txsb10-30227.pdf

Houston, Texas-based Marhaba Partners Limited Partnership filed
for Chapter 11 bankruptcy protection on January 5, 2010 (Bankr.
S.D. Texas Case No. 10-30227).  Elizabeth Carol Freeman, Esq., at
Porter & Hedges, L.L.P., assists the Company in its restructuring
effort.  The Company listed $50,000,001 to $100,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.


MARHABA PARTNERS: Sec. 341 Creditors Meeting Set for Feb. 9
-----------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of Marhaba
Partners Limited Partnership's creditors on February 9, 2010, at
3:00 p.m. at Suite 3401, 515 Rusk Ave, Houston, TX 77002.

This is the first meeting of creditors required under Section
341(a) of the U.S. 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.

Houston, Texas-based Marhaba Partners Limited Partnership filed
for Chapter 11 bankruptcy protection on January 5, 2010 (Bankr.
S.D. Texas Case No. 10-30227).  Elizabeth Carol Freeman, Esq., at
Porter & Hedges, L.L.P., assists the Company in its restructuring
effort.  The Company listed $50,000,001 to $100,000,000 in assets
and $50,000,001 to $100,000,000 in liabilities.


MARK PANISSIDI: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Mark S. Panissidi
        821 Armada Terrace
        San Diego, CA 92106-3034

Bankruptcy Case No.: 10-00132

Chapter 11 Petition Date: January 6, 2010

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

Judge: Chief Judge Peter W. Bowie

Debtor's Counsel: Stephen K. Haynes, Esq.
                  P.O. Box 84526
                  San Diego, CA 92138-4526
                  Tel: (619) 523-4204
                  Email: haynes-esq@att.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 Panissidi.


MERRILL COMMUNICATIONS: S&P Raises Rating on Senior Loan to 'CCC+'
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Merrill Communications LLC's senior secured first-lien credit
facilities to '2', indicating S&P's expectation of substantial
(70% to 90%) recovery for lenders in the event of a payment
default, from '3'.  In addition, S&P raised its issue-level rating
on these obligations to 'CCC+' (one notch higher than the 'CCC'
corporate credit rating on holding company parent Merrill
Corporation) from 'CCC', in accordance with S&P's notching
criteria for a '2' recovery rating.

S&P's ratings on Merrill's senior secured second-lien term loan
remain unchanged, as indicated in the ratings list below.

The rating revisions to the first-lien debt reflect a recent
amendment to the company's first-lien credit agreement, which
reduced the revolving credit facility's commitment to $40 million
from $60 million.  This results in a lower amount of first-lien
debt outstanding under S&P's simulated default scenario than that
used in its previous analysis and an improvement in the recovery
prospects for these loans.  The amendment also extended the
revolver maturity to June 29, 2012, from Dec. 22, 2010.

                           Ratings List

                       Merrill Corporation

          Corporate Credit Rating     CCC/Developing--

                    Merrill Communications LLC

                  Second-Lien Term Loan       CC
                    Recovery Rating           6

                          Ratings Revised

                    Merrill Communications LLC

                                          To      From
                                          --      ----
              First-Lien Debt             CCC+    CCC
                Recovery Rating           2       3


MCCLATCHY COMPANY: Fitch Puts 'C/RR4' Rating on Positive Watch
--------------------------------------------------------------
Fitch Ratings has placed The McClatchy Company's Issuer Default
Rating of 'C' on Watch Positive:

In addition, Fitch has affirmed these:

  -- Senior secured credit facility at 'C/RR4';
  -- Senior secured term loan at 'C/RR4;
  -- Senior unsecured guaranteed notes at 'C/RR6';
  -- Senior unsecured notes/debentures at 'C/RR6'.

Approximately $2 billion of debt is affected by this action.

The Positive Watch reflects the improved capital markets and the
company's planned bank amendments, as the prospects of refinancing
have improved.  Proposed refinancing actions could potentially
push refinancing risk back to 2013, or later, providing the
company with some headroom to navigate its operational transition.
If successful in refinancing its 2011 maturities, Fitch could
upgrade the IDR at least one notch to 'CC'.  Depending on the
amount of debt issued and the debt instruments that are repaid,
the senior secured debt rating would also likely be upgraded to
the same level as the IDR, given Fitch's continued expectations
for 31%-50% recovery.  Fitch expects that ratings for all senior
unsecured debt (guaranteed or not) would remain unchanged.

McClatchy management has repaid approximately $3 billion in debt
since the close of the Knight-Ridder transaction in mid-2006 and
has demonstrated impressive cost discipline in the face of
relentless revenue declines.  The company has reduced both fixed
and variable costs and margins have been more resilient than Fitch
had forecasted for the type of revenue pressure that has been
endured.  Management is expecting stable or improved cash flow
generation in 2010.

However, Fitch's ratings have reflected Fitch's belief that
McClatchy has an untenable capital structure relative to the
prospects for its future cash flow generation.  Fitch has believed
that absent a refinancing or equity issuance, a default of some
sort would be inevitable.

Assuming it is successful at raising bond debt to push out
maturities, Fitch believes McClatchy could remain timely in
covering its interest payments.  However, Fitch remains very
concerned regarding the company's ability to refinance any
meaningful future debt maturities when debt comes due.  Fitch does
not expect the company McClatchy to generate enough free cash flow
to pay off its debt maturities in 2013 or beyond.  While the
company does not expect further declining cash flows, Fitch
expects revenue, EBITDA and free cash flow to remain under
pressure until print classifieds make up well under 5% of the
over-all advertising revenue mix (print classifieds presently
constitute around 20% of the advertising revenue mix).

As Fitch looks out over the next two to five years, large
newspaper companies are not likely to be able to comfortably
sustain and repay debt at more than 1 times (x) leverage.
Newspaper companies that do not transition their revenue base and
cost structure may not generate sufficient free cash flow to
support or repay any level of debt on the balance sheet.
McClatchy's leverage is roughly 6.2x (calculated using the face
value of debt).

Free cash flow for the latest 12 months ended Sept. 30, 2009, was
$81.6 million, down from Sept. 30, 2008, LTM FCF of $200.8 million
(which excluded the $185 million tax refund related to the sale of
the Minneapolis Star).  The decline in FCF has been predominantly
driven by the declines in revenue offset by aggressive cost
management and continued reductions in capital expenditures.

In addition, restrictions on dividends made by the September 2008
and May 2009 bank amendments reduced the dividend amount in 2008
and have essentially shut down dividends and share repurchases
starting with the third quarter of 2009 (only permitted if the
consolidated leverage ratio is less than 3.0x).  Fitch expects the
company to maintain capex below $20 million for 2009 and for 2010.
Also, Fitch expects pension funding to become a cash drain in
2010.  The company has guided to $22 million in pension funding in
2010.  Factoring in the items above and an expectation of
continued revenue declines, Fitch expects FCF to continue to
decline in 2010, to the range of $50 million to $75 million in
2010, before any increases in cash interest as a result of
refinancing.

As of Sept. 30, 2009, McClatchy's liquidity was supported by
$4 million in cash balances and revolver availability of
$172 million under its $595 million credit facility due June 2011.
Under a series of amendments, the revolver was reduced from its
original $1 billion capacity and will be further reduced by:
$125 million upon the completion of the Miami land sale;
$30 million on Dec.  31, 2009; $5 million on March 31, 2010; and
$5 million on June 30, 2010, bringing the total borrowing capacity
at that time to $430 million.  There is both an interest coverage
ratio and leverage ratio covenant within the credit facility.
There is a heightened risk of a leverage covenant breach upon the
step-down of the covenant from 7.0x to 6.25x at the end of 2010.
Fitch notes that McClatchy has been successful in negotiating
covenant relief in the past and would expect the company to seek
an amendment prior to breaching the covenant.

The Recovery Ratings and notching reflect Fitch recovery
expectations under a distressed scenario.  In computing recovery,
Fitch has historically assumed a 2.5x EBITDA multiple to calculate
the distressed enterprise value for McClatchy.  Given the
challenge of estimating the sustainable level of EBITDA
generation, Fitch may further reduce the multiple or lower its
estimate of sustainable EBITDA in arriving at RRs.  Presently,
Fitch's distressed enterprise valuation is between $400 million-
$450 million.  Fitch notes that the administrative claims
adjustment employed in the computation of distressed enterprise
value of 15% reflects uncertainty regarding the company's unfunded
pension obligations.  The 'RR4' rating for McClatchy's secured
bank credit facility reflects Fitch's expectation of 31%-50%
recovery given that it benefits from a security interest in
certain assets and a guarantee from materially all operating
subsidiaries (providing it priority over unsecured claims under a
default scenario).  The unsecured guaranteed senior notes benefit
from a guarantee provided by the same subsidiaries that guarantee
the banks, giving it priority over the senior unsecured notes.
However, the secured debt is not fully recovered, under Fitch
recovery analysis, and all unsecured debt is rated 'RR6',
reflecting the 0% recovery.


MESA AIR: AAR Corp. Has 7.4% Equity Stake as of Dec. 30
-------------------------------------------------------
In an amended Schedule 13D filed with the U.S. Securities and
Exchange Commission, AAR Corp. discloses that as of December 30,
2009, it beneficially owns an aggregate of 12,959,600 Mesa Air
Group, Inc. shares, no par value.

AAR's owned shares represent 7.4% of the total outstanding shares
of common stock, based upon 175,217,249 shares outstanding as of
November 4, 2009, according to Richard J. Poulton, vice
president, chief financial officer and treasurer of AAR.

Mr. Poulton adds that Ronald R. Fogleman, a director of AAR, owns
200 shares of Mesa Air common stock, no par value, which
represents less than 0.10% of the total outstanding shares.

                       About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


MESA AIR: To Continue Workers' Compensation Programs
----------------------------------------------------
Pursuant to Sections 105(a), 362(d), 363(b), and 503(b) of the
Bankruptcy Code and Rules 4001, 6003, and 6004 of the Federal
Rules of Bankruptcy Procedure, the Debtors seek to (i) continue
their insurance programs on an uninterrupted basis, (ii) pay, in
the Debtors' discretion, the undisputed prepetition insurance
obligations, (iii) modify the automatic stay solely and for the
limited purpose of permitting employees with claims under certain
workers' compensation programs to proceed with their valid claims
in accordance with the programs in the appropriate judicial or
administrative forum, and (iv) permit banks and other financial
institutions to honor any checks or transfers made against, but
not limited to, the disbursement accounts.

In connection with the operation of their businesses, the Debtors
maintain certain workers' compensation programs and various
liability, casualty, property, and other insurance programs and
policies through several insurance carriers, Maria A. Bove, Esq.,
at Pachulski Stang Ziehl & Jones LLP, in New York, relates.

The list of the Insurance Programs, including the aggregate
annual premium due, and the Banks are available at no charge at:

http://bankrupt.com/misc/MA_InsuranceProgs&BanksLists010510.pdf

                 Workers' Compensation Programs

The laws of the various states in which the Debtors operate
require them to maintain workers' compensation policies and
programs to provide certain of their employees with benefits for
claims arising form or related to their employment with the
Debtors.  The Debtors maintain workers' compensation coverage
through a fully insured, third-party insurance program in each of
the states in which they operate.

(1) Chartis Policy

The Debtors' current workers' compensation benefits are provided
by Chartis, Inc., pursuant to an annual policy that commences
January 1, 2010, and expires December 31, 2010.  The Chartis
Policy is applicable to the Debtors' operations on an national
basis.

Under the Chartis Policy, the Debtors pay a fixed annual premium
and transfer 100% of their risk to Chartis.  The annual cost of
the 2010 Chartis Policy is fixed at approximately $3,100,000.
The Debtors pay this amount on an accelerated schedule by making
an initial payment of approximately $800,000 followed by nine
equal payments of approximately $258,000, according to Ms. Bove.

As of the Petition Date, there are no outstanding prepetition
premiums relating to the Chartis Policy.

(2) Ace Policy

From December 31, 2004, through December 31, 2008, the Debtors'
Workers' Compensation Programs were provided through insurance
policies administered by Ace Indemnity Insurance Company of North
America.  The Ace Policy is a self-insured policy that requires
the Debtors to pay up to $500,000 per occurrence, per employee.

Under the Ace Policy, the Debtors are billed monthly for claims
that have matured and are liable to the extent that the aggregate
amount does not exceed the cap.  The Debtors maintain a letter of
credit to secure the obligations under the Ace Policy in the
amount of $5,500,000.

There are currently approximately 39 workers' compensation claims
under the Ace Policy pending against the Debtors for which the
Debtors estimate the total liability to be $2,500,000.  However,
as of the Petition Date, the fixed and liquidated prepetition
claims relating to the Ace Policy are approximately $75,000.

The Debtors expect that at some time subsequent to the Petition
Date, Ace may have additional fixed and liquidated claims for
periods before the Petition Date.  On a historical basis, the
average monthly claims under the Ace Policy have been
approximately $75,000 to $100,000 and those claims are expected
to decrease as the Ace Policies age.

If the claims are not paid when they become due, Ace has the
right, subject to the terms of the applicable letter of credit,
to satisfy those claims from the $5,500,000 letter of credit
securing the Debtors' payment obligations.  The Debtors believe
that the payment of the claims arising under the Ace Policies
benefits the estates and creditors because the potential exposure
is far less than the value of the letter of credit securing the
Debtors' payment obligations, according to Ms. Bove.

With respect to valid workers' compensation claims, the Debtors
believe cause exists to modify the automatic stay because
prohibiting the Debtors' employees from proceeding with their
claims could have a detrimental effect on the financial
well-being and morale of such employees and lead to their
departure.  These departures could cause a severe disruption in
the Debtors' businesses to the detriment of all parties-in-
interest, Ms. Bove tells the Court.  Any claims relating to any
of the other Insurance Programs will remain subject to the
automatic stay.

      Liability, Casualty, and Property Insurance Programs

In connection with the operation of the Debtors' businesses, the
Debtors maintain various liability, casualty, property, and other
insurance, reinsurance and risk control programs providing
coverage for, among other things, general liability, passenger
liability, property damage, product liability, aircraft loss or
damage, directors and officers liability, and automotive
liability.

The Liability, Casualty, and Property Insurance Programs are
essential to the preservation of the Debtors' businesses,
property and assets, and, in many cases, coverage is required by
various regulations, laws, and contracts that govern the Debtors'
business conduct, Ms. Bove tells the Court.

The Debtors' Liability, Casualty, and Property Insurance Programs
are insured through two primary sources -- (i) policies purchased
from third party carriers and (ii) reinsurance provided by the
Debtors' wholly owned captive insurance company subsidiary, MAGI
Insurance, Ltd.

(1) Third Party Insurance Policies

The Third Party Insurance Policies are maintained through several
different Insurance Carriers.  The Debtors are required to pay
premiums under these insurance policies based upon fixed rates
that are payable on a monthly, quarterly, or annual basis through
the policy term.

The annual premiums for the Third Party Insurance Policies
aggregate approximately $7,900,000.  The initial premium for the
Third Party Insurance Policies that have a policy year of
December 15, 2009, through December 15, 2010, was due on
December 15, 2009, and was paid on January 4, 2010.

The premiums for the Third Party Insurance Policies that have a
policy year of March 23, 2009, through March 23, 2010, were fully
paid prepetition.  Accordingly, the Debtors do not believe there
are any prepetition obligations due with respect to the Third
Party Insurance Policies.

(2) Captive Insurance Policies

The Debtors maintain direct hull and liability coverage under
their Third Party Insurance Policies, but utilize the Captive
Insurance Company to reinsure some or all of the risk associated
with this aspect of their business.  Coverage provided by the
Captive Insurance Company is generally backstopped by the
Insurance Carriers, including La Reunion Aerienne, Sirius
International, Tokio Fire & Marine, Glacier Re, and Partner Re,
among others.

The annual premiums associated with reinsurance provided by the
Captive Insurance Company are approximately $2,150,000 and are
paid on a quarterly basis.  The Debtors do not believe there are
any material prepetition obligations with respect to the Captive
Insurance Policies, except for the initial premium that was due
on December 15, 2009, and paid on December 28, 2009.

The Debtors also employ AON Risk Services to assist them with the
procurement and negotiation of their Insurance Programs, and, in
certain instances, to remit payments to the Insurance Carriers on
behalf of the Debtors.

AON, as broker, is paid in advance for its services a fixed fee
and, in certain cases, a commission by the Insurance Carriers
that is paid as part of the premium due to the Insurance Carrier.

On average, the Debtors are charged a fee of approximately
$450,00 for AON's services, according to Ms. Bove.

If AON is entitled to any commissions then that amount is
credited toward the fee due from the Debtors.  As of the
Petition Date, the accrued and unpaid prepetition claims of the
Broker are approximately $45,000.  The Debtors are seeking
authorization to pay those fees.

By this Motion, the Debtors propose to pay certain prepetition
amounts under the programs to the extent that the Debtors
determine, in their discretion, that payment is necessary to
avoid cancellation, default, alteration, assignment, attachment,
lapse, or any form of impairment to the coverage, benefits or
proceeds provided by the Captive Insurance Company or under the
Third Party Insurance Policies.

It is essential that the Debtors maintain their Insurance
Programs on an ongoing and uninterrupted basis.  The non-payment
of obligations under the Insurance Programs could result in one
or more of the Insurance Carriers or the Captive Insurance
Company attempting to terminate or declining to renew the
Debtors' insurance policies, or refusing to enter into new
insurance policies with the Debtors in the future, Ms. Bove says.

If any of the Insurance Programs lapse without renewal, the
Debtors could be exposed to substantial liability to the
detriment of all interested parties.  In addition, as a
prerequisite for certain of the Debtors' business operations,
governmental agencies require the Debtors to maintain certain of
the Insurance Programs, Ms. Bove tells the Court.

If the Debtors are unable to maintain adequate insurance, the
Debtors would be prohibited from engaging in air transportation
within the United States, and their estates would clearly suffer
immediate and irreparable harm, Ms. Bove asserts.

Moreover, failure to maintain appropriate insurance would expose
the Debtors' estates to significant liabilities and run afoul of
the rules of the United States Trustee, she adds.

The Debtors also seek authority to issue new postpetition checks
or effect new electronic fund transfers with respect to their
claims under the Insurance Programs to replace any prepetition
checks or electronic fund transfer requests that may be
dishonored or rejected.

Each of these checks or transfers is or will be drawn on the
Debtors' Disbursement Accounts, or any other account authorized
by the Court under the Cash Management Motion, and can be readily
identified as relating directly to payments under the Insurance
Programs.  Accordingly, the Debtors believe that prepetition
checks and transfers, other than those relating to the Insurance
Programs, will not be honored inadvertently.

                        *     *     *

Judge Martin Glenn granted the Motion on an interim basis.

The Debtors are authorized, but not directed, to maintain their
Insurance Programs without interruption, on the same basis, and
in accordance with the same practices and procedures that were in
effect before the Petition Date.

The Debtors are authorized, but not required, to pay, in their
sole discretion, the fixed and liquidated prepetition claims
relating to the Ace Policy and that the payment of all other
Insurance Obligations, will be subject to Court approval at the
final hearing of the Motion.

To the extent any of the Debtors' employees hold valid claims
under the Debtors' Workers' Compensation Programs, these
employees are authorized, at the Debtors' discretion, to proceed
with their workers' compensation claims through and including the
collection of any judgment in the appropriate judicial or
administrative forum under the Workers' Compensation Programs,
provided that the prosecution of the claims is in accordance with
the Workers' Compensation Programs and the recoveries are limited
to the proceeds available under the applicable policy.

The Banks are authorized to honor, process, and pay, to the
extent of funds on deposit, any and all prepetition checks or
electronic fund transfer requests issued by the Debtors in
respect of any Insurance Obligation, whether pre- or
postpetition.

                       About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


MESA AIR: To Honor Prepetition Fuel Contracts
---------------------------------------------
Pursuant to Sections 105(a), 362, 363(b), and 553 of the
Bankruptcy Code, Mesa Air Group Inc. and its units seek the
Court's authority to pay any prepetition outstanding obligations
and continue honoring, performing and exercising their rights and
obligations, whether pre- or postpetition, to (i) certain prepaid
fuel suppliers, (ii) certain other fuel suppliers, (iii) certain
pipeline and storage providers, (iv) under certain fuel service
arrangements, (v) the fuel consortia, and (vi) certain into-plane
service providers.

The Debtors also ask the Court to authorize the Prepaid Fuel
Suppliers and the Pipeline and Storage Providers, to whom
payments were made prepetition, or that have issued or hold
credits for the benefit of the Debtors, to apply the prepayments
or credits to jet fuel and storage facility usage occurring
before or after the Petition Date.

The Debtors also request that, to the extent required, the
automatic stay under Section 362 be modified to allow for the
payments received by the Prepaid Fuel Suppliers or the Pipeline
and Storage Providers, or credits existing before the Petition
Date, to be applied to fuel liftings and storage facility usage
occurring pre- or postpetition, and that the Prepaid Fuel
Suppliers and the Pipeline and Storage Providers be permitted to
exercise any setoff rights pursuant to Section 553, as may be
necessary to ensure the application of fuel or storage
prepayments or credits.

The Debtors also ask the Court to authorize financial
institutions to honor and process related checks and transfers.

The Debtors require a ready supply of fuel for their continued
operations.  To do this, the Debtors should be authorized to
continue to perform on an uninterrupted basis under existing
domestic and international fuel purchase, distribution and
storage agreements and arrangements, Maria A. Bove, Esq., at
Pachulski Stang Ziehl & Jones LLP, in New York, relates.

Not only are these complex relationships essential to the
Debtors' integrated efforts to manage fuel supply and costs, but
any disruption in these relationships could leave the Debtors'
passengers, as well as their aircraft and employees, stranded.
Without fuel, the Debtors cannot fly, and this result would be
devastating to the Debtors' business, Ms. Bove asserts.

Nearly all of the Debtors' fuel-related costs are ultimately
reimbursed or otherwise borne by the Debtors' code-share
partners.  As a result, the impact of any payments for fuel-
related prepetition claims on other prepetition creditors in
these bankruptcy cases is necessarily small, Ms. Bove notes.

                  Debtors' Fuel Relationships

The Debtors currently require approximately 9,000,000 gallons of
jet fuel each month, excluding fuel requirements for their Delta
Air Lines, Inc. code-share operation for which the fuel
acquisition and delivery is fully controlled by Delta.

The Debtors obtain fuel directly from several third-party fuel
suppliers, maintain fuel inventory near the airports utilized by
their fleet, and arrange for delivery of fuel from suppliers to
their storage facilities, and to and into their aircraft.

Pursuant to terms of the Debtors' code-share agreements with
various major airlines, approximately 97% of their fuel-related
costs are ultimately borne by their code-share partners.
Nevertheless, the Debtors must purchase the fuel or incur the
fuel-related expense directly in the first instance and receive
reimbursement only afterwards from their code-share partners.

Approximately half of the total fuel-related costs are paid in
cash by the Debtors.  The remaining costs, although recorded by
the Debtors, are paid by their code-share partners and are not at
issue in this Motion, Ms. Bove relates.

(1) Fuel Acquisition

The majority of the Debtors' direct fuel purchases are made by
advance payments via wire transfer to approximately 15 suppliers
on a weekly basis in the approximate amount between $1,000,000
and $1,300,000.  The Debtors expect to make advance payments of
approximately $4,000,000 to $5,000,000 to the Prepaid Fuel
Suppliers for the month following the Petition Date.

The Debtors' remaining fuel purchases are made on account, and
paid in arrears, to certain other fuel suppliers -- Other Fuel
Suppliers.  Payments are generally made within a specified time
after receipt by the Debtors of invoices from the Other Fuel
Suppliers.

It is difficult, or impossible, to calculate the actual amount
owed to the Other Fuel Suppliers as of the Petition Date,
according to Ms. Bove.  The Debtors seek authority to pay all
prepetition obligations owed to the Other Fuel Suppliers.

(2) Fuel Delivery and Storage

To accomplish direct delivery, from time to time, the Debtors may
utilize pipelines to transport fuel from the point of purchase to
various storage facilities pursuant to pipeline or transport
agreements with certain common carrier pipeline providers.

The Debtors may enter into storage agreements with certain
storage facility providers for the use fuel storage facilities
located at or near Airports.

The Pipeline and Storage agreements generally have multi-year
terms and are automatically renewable.  Storage services under
the Pipeline and Storage Agreements are generally prepaid on a
weekly basis of approximately $7,000.  As of the Petition Date,
the Debtors estimate that they owe approximately $66,000 in the
aggregate to the Pipeline and Storage Providers for services
provided prepetition.

The Debtors also utilize into-plane fueling service contracts to
get fuel to airplanes.  The service providers deliver "airport
fuel" from the Debtors' storage facilities to and into the
Debtors' aircraft.

The Into-Plane Service Contracts generally have yearly terms that
do not necessarily renew automatically.  Under approximately 90%
of these agreements, the Debtors pay on account rather than
prepay.

As of the Petition Date, the Debtors estimate that they owe
approximately $700,000 in the aggregate for into-plane services
provided prepetition, and have an aggregate prepaid credit of
less than $10,000.

(4) Fuel Consortia and Other Arrangements

The Debtors have ownership interests in approximately four fuel
consortia or fuel committee cost-sharing cooperatives, which
lease, operate and manage fuel storage facilities, located at or
near Airports, in which participating carriers and fuel suppliers
store their fuel none or more commingled fuel tanks.

The Fuel Consortia are managed by fuel facility service providers
that are responsible for fuel system operations and maintenance.
The Debtors can generally withdraw stored fuel at a Fuel
Consortia at any time.  The Fuel Consortia members pay a fee to
the fuel facility service providers for their services in
connection with the Fuel Consortia.

The Fuel Consortia are established by airlines to minimize and
share the cost of local fuel storage.  Certain of these consortia
are organized as separate corporations of which the Debtors are
an equal-share owner with other members.  Third-party vendors
operating the consortia are paid by members of the consortia.

The Debtors' participation in these arrangements results in
significant cost savings that would be unattainable if they could
not make all payments as due, and generally maintain existing
relationships in the ordinary course of business, Ms. Bove says.

As of the Petition Date, the Debtors estimate that they owe
approximately $157,000 in the aggregate to Fuel Consortia for
services provided prepetition, plus any amounts incurred in
December 2009.

Because it is difficult, or impossible, to calculate the actual
amount owed to the Fuel Consortia as of the Petition Date, the
Debtors seek to pay all prepetition obligations owed to the Fuel
Consortia.

The Debtors also participate in certain other arrangements --
Other Fuel Service Arrangements -- by which numerous third
parties provide a variety of services in connection with the
purchase, sale and movement of fuel.  Amounts paid by the Debtors
under the Other Fuel Service Arrangements are included in
invoices provided by the Pipeline and Storage Providers and the
Into-Plane Service Providers.

In many instances, the Prepaid Fuel Suppliers' or Storage
Providers' application of prepetition payments to pre- and
postpetition fuel supply obligations or storage facility usage
might constitute recoupments and, therefore, not violate the
automatic stay extant under Section 362, Ms. Bove notes.

Out of abundance of caution and to protect these critical
relationships, the Debtors request authority to permit all of
their Prepaid Fuel Suppliers and Pipeline and Storage Providers
to apply prepetition payments to any amounts outstanding.

                         *     *     *

Judge Martin Glenn granted the Motion on an interim basis,
provided that, until January 27, 2010, the relief requested by
the Debtors is granted only to the extent that it is necessary to
avoid irreparable harm.

Among other things, the interim order authorizes the Prepaid Fuel
Suppliers, the Storage Providers, and the Into-Plane Service
Providers, pursuant to Sections 105(a), 362, 363(b) and 553 of
the Bankruptcy Code, to apply the Debtors' prepetition
prepayments or credits held for the benefit of the Debtors to jet
fuel liftings, storage and facility usage, and into-plane
services occurring before or after the Petition Date.

The Debtors are also authorized, but not directed, to pay any
prepetition outstanding obligations to these suppliers and
providers, and under these arrangements, as well as to the Fuel
Consortia.

                       About Mesa Air Group

Mesa currently operates 130 aircraft with approximately 700 daily
system departures to 127 cities, 41 states, Canada, and Mexico.
Mesa operates as Delta Connection, US Airways Express and United
Express under contractual agreements with Delta Air Lines, US
Airways and United Airlines, respectively, and independently as
Mesa Airlines and go! Mokulele.  This operation links Honolulu to
the neighbor island airports of Hilo, Kahului, Kona and Lihue. The
Company, founded by Larry and Janie Risley in New Mexico in 1982,
has approximately 3,500 employees.

Mesa Air Group Inc. and its units filed their Chapter 11 petitions
Jan. 5 in New York (Bankr. S.D.N.Y. Case No. 10-10018), listing
assets of $976 million against debt totaling $869 million as of
Sept. 30, 2009.

Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as local counsel.
Imperial Capital LLC is the investment banker.  Epiq Bankruptcy
Solutions is claims and notice agent.

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


METRO-GOLDWYN-MAYER: Auction Attracts Low Bids; Bankruptcy Looms
----------------------------------------------------------------
People familiar with the matter told the Wall Street Journal's
Jeffrey McCracken and Mike Spector that the auction of Metro-
Goldwyn-Mayer has attracted low bids in the $2 billion range --
far below the $3.7 billion MGM owes its bank lenders.  The sources
say some could come in below $1.5 billion.

Bloomberg News' Michael White reports MGM set a January 15
deadline for potential buyers to say whether they are interested
in acquiring the company.

According to the Journal, people familiar with the situation said
the low offers and MGM's complex capital structure could force the
studio to seek bankruptcy protection, and try to sell itself while
in Chapter 11 proceedings.

The Journal reports the auction of MGM has attracted prominent
Hollywood and media names, including:

     -- Time Warner Inc.;
     -- Lions Gate Entertainment Corp.;
     -- News Corp.;
     -- Summit Entertainment;
     -- Liberty Media Corp.;
     -- CBS Corp.;
     -- AT&T Inc.; and
     -- Indian conglomerate Reliance Industries Ltd.

Former News Corp. President Peter Chernin and former Yahoo Inc.
Chairman and Chief Executive Terry Semel also have expressed
interest.

In August 2009, MGM replaced its chief executive, Harry Sloan, and
hired veteran turnaround expert Stephen Cooper at Zolfo Cooper.
According to Bloomberg, MGM hired Moelis & Co. in May to help
restructure its debt.

As reported by the Troubled Company Reporter on December 11, MGM's
forbearance agreement with lenders expires January 31.  The
Journal says MGM's $250 million revolving line of credit is slated
to mature in early April.

People familiar with the situation, according to the Journal, said
the forbearance agreement should get a routine extension, and that
MGM is expected to be restructured or sold before April.

According to the Journal, people close to MGM said while the
Company will likely get many bids, it could still be forced into
bankruptcy, said its lenders, and potential buyers.  MGM's lender
group is led by J.P. Morgan Chase & Co., and includes some 100
investors, many of them hedge funds, according to the report.

The Journal says if MGM decides not to pursue a sale, some other
options remain on the table for the beleaguered studio, including
a proposal from investment fund Qualia Capital, run by Amir Malin
and Ken Schapiro, to restructure the Company, convert its debt to
equity, and infuse it with enough cash to keep it as a going
concern and making movies.

As reported by the Troubled Company Reporter on September 30,
2009, The New York Post, citing multiple sources, said discussions
between debtholders and equity owners on a restructuring of Metro-
Goldwyn-Mayer's massive debt load have begun on a contentious
note, with both sides threatening to force MGM into bankruptcy in
order to gain leverage and extract better terms from the other.

Bloomberg also said that MGM is in talks to skip interest payments
and restructure $3.7 billion in bank loans.  MGM asked creditors
to waive $12 million monthly interest payments until February 15
2010.

Nikki Finke at Deadline Hollywood reported in October 2009 that
MGM said it needed $20 million in short-term cash flow to cover
overhead, and an additional $150 million to get through the end of
year and continue funding its projects.  According to
filmshaft.com in October, MGM was having difficulty making
interest payments on its $3.5 billion in debt.

                     About Metro-Goldwyn-Mayer

Metro-Goldwyn-Mayer, Inc., is an independent, privately held
motion picture, television, home video, and theatrical production
and distribution company.  The Company owns the world's largest
library of modern films, comprising approximately 4,000 titles,
and over 10,400 episodes of television programming.  MGM is owned
by an investor consortium, comprised of Providence Equity
Partners, TPG Capital, Sony Corporation of America, Comcast
Corporation, DLJ Merchant Banking Partners and Quadrangle Group.


MID-STATES EXPRESS: U.S. Labor Department Sues Owners
-----------------------------------------------------
The U.S. Department of Labor has sued the owners of bankrupt Mid-
States Express Inc. of Aurora, Ill., for allegedly failing to
protect the interests of the participants and beneficiaries in the
company's 401(k) and health plans.  The department's lawsuit
alleges that Bruce Hartmann failed to disclose to employees that
their medical bills were not likely to be paid, even as the
company continued to take deductions from their paychecks for
medical coverage.

As a result, despite the fact that $1.26 million in employee
health plan contributions were withheld, $3 million in employee
medical claims were not paid, in violation of the Employee
Retirement Income Security Act (ERISA).  Hartmann was an officer
and owner of the company.

The suit also alleges that Bruce Hartmann and Terry Hartmann
violated their fiduciary duties when they failed to remit $65,000
in contributions and loan re-payments, and to timely remit more
than $1.5 million in 401(k) plan participant contributions and
loan re-payments.  The company was allowed to retain these
contributions and loan repayments for its own benefit at the
expense of participants and beneficiaries.

"These defendants blatantly misused their employees' retirement
and health benefit contributions for personal gain," said Phyllis
C. Borzi, assistant secretary of the Labor Department's Employee
Benefits Security Administration (EBSA).  "Despite financial
hardships, employers and plan officials are obligated to forward
those employee contributions to the plans."

Mid-States Express provided transportation delivery services until
it ceased operation on March 27, 2009.  The company is currently
in Chapter 7 bankruptcy.  The company 401(k) plan covered 656
participants and had $3,073,342 in assets as of Dec. 31, 2007.
The company health plan covered 378 active participants as of
Dec. 31, 2007.  These are the latest data available.

The suit seeks a court order to require that the defendants
restore any losses, with interest, suffered by the plans or their
participants and beneficiaries and to undo any prohibited
transactions involving the plans.  The suit also asks the court to
remove the Hartmanns from their fiduciary positions to the plans
and to permanently bar each of them from serving in a fiduciary
capacity, or service provider, to any plan governed by ERISA.

This case was investigated by EBSA's Chicago Regional Office,
which is available at 312-353-0900 or toll-free at 866-444-3272 to
provide help with problems relating to private sector retirement
and health plans.  In fiscal year 2009, EBSA achieved monetary
results of $1.3 billion related to pension, 401(k), health and
other benefits for millions of American workers and their
families.


MILES PROPERTIES: Files for Chapter 11 in Atlanta
-------------------------------------------------
Miles Properties Inc. along with affiliates filed for
Chapter 11 protection on Jan. 8 in Atlanta (Bankr. N.D. Ga.
Case No. 10-60797).  Miles Properties is an Atlanta-based
developer and manager of multifamily properties.  The petition
says debt is less than $50 million.


MORRIS PUBLISHING: Prepackaged Plan Gets Overwhelming Support
-------------------------------------------------------------
Morris Publishing Group, LLC, on Wednesday said it received
overwhelming support for its prepackaged plan of reorganization,
which will be filed on or before Jan. 19, 2010.

If accepted, the plan will allow Morris Publishing to exchange
$100 million in new debt for $278.5 million in existing debt.  The
plan of reorganization is not expected to have any noticeable
impact on Morris' ongoing operations.

Morris had offered to exchange $100 million in new second-lien
secured notes for $278.5 million in outstanding 7% senior
subordinated notes, but that offer required that 99 percent of
existing notes be tendered. That condition was not met by a Jan.
12 deadline, so Morris has terminated the offer.

Under the terms of a restructuring support agreement among the
Company and holders of roughly 75%, or $209 million, of the
Existing Notes, the Company agreed to file voluntary petitions for
relief under chapter 11 of the United States Bankruptcy Code on or
prior to January 19, 2010, to seek confirmation of a prepackaged
plan of reorganization.  If the Plan is confirmed by the
Bankruptcy Court, 100% of the Existing Notes, plus all accrued and
unpaid interest, will be canceled, and holders will receive their
pro rata share of New Notes.

Simultaneously with the exchange offer, the Company solicited
holders of the Existing Notes to accept the Plan.

The holders of the Existing Notes represent the only impaired
class of claims under the Plan.  For a class of impaired claims to
accept the Plan, the Bankruptcy Code requires acceptance by at
least two-thirds (2/3) in amount and more than one-half (1/2) in
number of holders of claims of such class who vote on the Plan.

At the deadline to submit votes for or against the Plan, the
Company had received votes from holders of Existing Notes
significantly in excess of the required threshold for a successful
vote.

The information agent for the exchange offer is Ipreo Holdings
LLC.  Holders of Existing Notes with questions regarding the
return of their Existing Notes should contact the information
agent at (877) 746-3583 (toll free) or (201) 499-3500.

                      About Morris Publishing

Morris Publishing Group, LLC -- http://www.morrisrestructures.com/
and http://www.morris.com/-- is a privately held media company
based in Augusta, Georgia.  Morris Publishing currently owns and
operates 13 daily newspapers as well as nondaily newspapers, city
magazines and free community publications in the Southeast,
Midwest, Southwest and Alaska.


NPC ACQUISITION: Files for Chapter 11 to Sell Affiliate
-------------------------------------------------------
Bill Rochelle at Bloomberg News reports that NPC Acquisition Inc.
filed a Chapter 11 petition to consummate the sale of affiliate
Mannkraft Corp. for $2.5 million cash and the assumption of about
$1 million in debt.  The senior lenders agreed to the sale, which
will be incorporated in a reorganization plan for NPC.

The Company said that the Chapter 11 filing resulted from the
"dramatic downturn in the economy." NPC's debt includes $5 million
on a revolving credit and $1.6 million on Term Loan A.

NPC Acquisition Inc. is a Newark, New Jersey-based manufacturer of
corrugated packaging and displays.  NPC was created from a $25.5
million acquisition in late 2006.  Revenue of $53.5 million in
2008 declined to $44 million in 2009.  Mannkraft Corp. is another
Newark-based packaging maker with the same controlling
shareholders as NPC.  NPC Acquisition filed for Chapter 11 on Jan.
12 in Newark (Bankr. D. N.J. Case No. 10-10702).


MS55 INC: Law Firm Again Prevails in Trustee's Malpractice Suit
---------------------------------------------------------------
ms55, Inc. f/k/a MSHOW.COM, INC., was a technology company of the
late 1990's that specialized in development of synchronized audio
and video communication over the Internet and telephone.  While
this enterprise never achieved profitable operations, it raised
more than $67 million from private investors before its decline in
2000 and 2001.  The Debtor sought chapter 11 protection (Bankr. D.
Colo. Case No. 01-20494) in 2001, but was unsuccessful in its
attempt to reorganize.  Following conversion of the debtor's case,
Jeffrey L. Hill, in his role as the Chapter 7 Trustee, brought an
adversary proceeding against Gibson Dunn & Crutcher LLP, the law
firm that represented the debtor in connection with prepetition
financing transactions, asserting claims for breach of fiduciary
duty, legal malpractice and negligence, civil conspiracy, aiding
and abetting breach of fiduciary duties, securities fraud, and
claim disallowance.  The Bankruptcy Court, 338 B.R. 883, granted
summary judgment for the law firm.  The Trustee appealed.  The
United States District Court for the District of Colorado, 2007 WL
2669150, reversed and remanded, then, 2008 WL 2358699, reaffirmed
its ruling, and, 2008 WL 4490124, denied certification of an
interlocutory appeal.  Back in the Bankruptcy Court, the Honorable
A. Bruce Campbell again entered judgment in favor of Gibson Dunn &
Crutcher LLP.  In re ms55, Inc., --- B.R. ----, 2009 WL 4715904
(Bankr. D. Colo.).


NEW BERN: Bankr. Administrator Unable to Appoint Creditors Panel
----------------------------------------------------------------
Marjorie K. Lynch, the Bankruptcy Administrator for the Eastern
District of North Carolina, notified the U.S. Bankruptcy Court
that she was unable to appoint an official committee of unsecured
creditors in the Chapter 11 cases of New Bern Riverfront
Development, LLC.

Ms. Lynch related that there were insufficient indication of
willingness to serve in the committee.

Cary, North Carolina-based New Bern Riverfront Development, LLC,
is the developer of SkySail Condominium, consisting of 121
residential condominiums (plus 1 commercial/non-residential unit)
located on Middle Street on the waterfront in historic downtown
New Bern, North Carolina, and sells the SkySail Condominiums in
the ordinary course of business.  The Debtor filed for Chapter 11
bankruptcy protection on November 30, 2009 (Bankr. E.D. N.C. Case
No. 09-10340).  John A. Northen, Esq., at Northen Blue, LLP,
assist the Company in its restructuring effort.  The Company has
assets of $31,515,040, and total debts of $25,676,781.


NEXSTAR BROADCASTING: Offers to Exchange Senior Sub. PIK Notes
--------------------------------------------------------------
Nexstar Broadcasting, Inc., is offering to exchange outstanding
Senior Subordinated PIK Notes due 2014, in the aggregate principal
amount of $42,628,184 in exchange for up to $42,628,184 aggregate
principal amount of Senior Subordinated PIK Notes due 2014 which
have been registered under the Securities Act of 1933, as amended.

Terms of the Exchange Offer:

     -- Expires 5:00 p.m., New York City time, February 3, 2010,
        unless extended.

     -- Not subject to any condition other than that the exchange
        offer does not violate applicable law or any
        interpretation of the staff of the Securities and Exchange
        Commission.

     -- Nexstar can amend or terminate the exchange offer.

     -- Nexstar will exchange all Senior Subordinated PIK Notes
        due 2014 that are validly tendered and not validly
        withdrawn.

     -- Nexstar will not receive any proceeds from the exchange
        offer.

     -- The exchange of notes will not be a taxable exchange for
        United States federal income tax purposes.

     -- Noteholders may withdraw tendered outstanding Old Notes
        any time before the expiration of the exchange offer.

Terms of the New Notes:

     -- The New Notes will be general unsecured senior
        subordinated obligations of Nexstar and will be
        subordinated to all of Nexstar's senior debt.

     -- The guarantees will be general unsecured senior
        subordinated obligations of the guarantors and will be
        subordinated to all senior debt of the guarantors.
        However, Nexstar Broadcasting Group, Inc., Nexstar's
        ultimate parent will not be considered a guarantor for any
        purpose under the indenture and, therefore, will not be
        subject to the indenture.

     -- The New Notes mature on January 15, 2014. The New Notes
        will bear interest at: (a) 12% per annum from June 30,
        2008 to January 15, 2010, payable entirely during such
        period by increasing the principal amount of the Notes by
        an amount equal to the amount of interest then due --
        Payment- in-Kind Interest; (b) 13% per annum, payable
        entirely in cash, from January 16, 2010 to July 15, 2010;
        (c) 13.5% per annum, payable entirely in cash, from
        July 16, 2010 to January 15, 2011; (d) 14.0% per annum,
        payable entirely in cash, from January 16, 2011 to
        July 15, 2011; (e) 14.5% per annum, payable entirely in
        cash, from July 16, 2011 to January 15, 2012; and (f) 15%
        per annum, payable entirely in cash, thereafter.

     -- Nexstar may redeem the New Notes at any time on or after
        October 1, 2008.

     -- Upon a change of control, Nexstar may be required to offer
        to repurchase the New Notes.

     -- The terms of the New Notes are identical to Nexstar's
        outstanding Old Notes except for transfer restrictions and
        registration rights.

There is no public market for Nexstar's outstanding Senior
Subordinated PIK Notes due 2014 or the New Notes.  However,
Noteholders may trade Nexstar's outstanding Senior Subordinated
PIK Notes due 2014 in the Private Offering Resale and Trading
through Automatic Linkages, or PORTAL(TM), market.

Each broker-dealer that receives New Notes pursuant to the
exchange offer must acknowledge that it will deliver a prospectus
in connection with any resale of the New Notes.  A broker dealer
who acquired Old Notes as a result of market making or other
trading activities may use the exchange offer prospectus, as
supplemented or amended, in connection with any resales of the New
Notes.

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the New Notes
or determined if the prospectus is truthful or complete.  Any
representation to the contrary is a criminal offense.

A full-text copy of the final prospectus is available at no charge
at http://ResearchArchives.com/t/s?4d42

                    About Nexstar Broadcasting

Nexstar Broadcasting Group, Inc., as of June 30, 2009, owned,
operated, programmed or provided sales and other services to 63
television stations (inclusive of the digital multi-channels),
which includes affilates of NBC, ABC, CBS, Fox, MyNetworkTV and
The CW in markets located in New York, Pennsylvania, Illinois,
Indiana, Missouri, Texas, Louisiana, Arkansas, Alabama, Utah,
Massachusetts, Florida, Montana and Maryland.  Through various
local service agreements, Nexstar provided sales, programming and
other services to stations owned or operated by independent third
parties.

At September 30, 2009, Nexstar had $628,055,000 in total assets
and $805,667,000 in total liabilities, resulting in stockholders'
deficit of $177,612,000.

                           *     *     *

Nexstar Broadcasting continues to carry Standard & Poor's Ratings
Services' 'B-' corporate credit rating.


NEXT 1 INTERACTIVE: Restates Fiscal 2009 10-K; Posts $3MM Net Loss
------------------------------------------------------------------
Next 1 Interactive, Inc., filed on January 11, 2010, Amendment No.
3 to its annual report for the fiscal year ended February 28,
2009.

The Company has restated its previously issued fiscal 2009
consolidated financial statements due to an increase in the
valuation of common shares exchanged for services and amortization
of intellectual property.  The accompanying financial statements
for fiscal 2009 have been restated to reflect the corrections.

Accumulated deficit at February 28, 2009, increased by $1,202,264
as a result of the change to the valuation of common shares
exchanged for services and amortization of intellectual property.
In addition, the recapitalization entry recorded in the equity
statement in fiscal 2008 was reversed thereby increasing both
accumulated deficit and additional paid-in capital by $10,684,125
at March 1, 2008.  Also, the accumulated deficit was increased by
$129,736 as a result of eliminating the entry to record the
accumulated earnings of Maximus Exploration Corp.

                       Fiscal 2009 Results

The Company had a net loss of $3,045,831 for the fiscal year ended
February 28, 2009, compared to a net loss of $4,751,602 for the
fiscal year ended.  The decrease from 2008 to 2009 was primarily
due to the write off of intercompany debt and the impairment of
certain assets recorded in 2008 partially offset by increases in
general and administrative expenses recorded in 2009 due to
increased amortization and consulting fees.

Total revenues were $2,755,608 for the fiscal year ended
February 28, 2009, compared to $3,858,142 for the fiscal year
ended February 29, 2008.  The decrease in revenue from fiscal 2008
to 2009 is primarily attributable to the Company's limited
financial resources which prevented the Company from aggressively
advertising its products and services.

The Company discloses that currently revenues provide
approximately 20% of the Company's cash requirements.  The
remaining cash need is derived from raising additional capital.

                          Balance Sheet

The Company's consolidated balance sheets at February 28, 2009,
showed total assets of $7,892,437, total liabilities of
$2,571,662, and total stockholders' equity of $5,320,775.

Total assets were $409,529 at February 29, 2008.  The increase
from 2008 to 2009 was primarily due to an increase in intellectual
property from $0 to $6,717,109, net of amortization, resulting
from the Company's acquisitions of the Home Preview Channel and
Loop Networks, Inc. on October 31, 2008, and Brands on Demand on
April 11, 2008.

At February 28, 2009, the Company's consolidated balance sheets
also showed strained liquidity with $288,435 in total current
assets available to pay $1,871,385 in total current liabilities.

A full-text copy of the Company's Form 10-K/A is available for
free at http://researcharchives.com/t/s?4d55

                     Going Concern Doubt

Davie, Fla.-based Kramer, Weisman and Associates, LLP's audit
report of Next 1 Interactive, Inc.'s consoliated financial
statements as of and for the year ended February 28, 2009,
contained an explanatory paragraph regarding conditions that raise
substantial doubt about the Company's ability to continue as a
goncern.  "The Company had an accumulated deficit of $18,097,339
and a working capital deficit of $1,582,950 at February 28, 2009,
net losses for the year ended February 28, 2009, of $3,045,831 and
cash used in operations during the year ended February 28, 2009,
of $1,704,195."

                        About Next 1

Based in Weston, Florida, Next 1 Interactive, Inc. --
http://www.n1ii.com/-- is an emerging interactive media company
whose focus is in video and rich media advertising delivered over
internet and television platforms.  The Company addresses
advertisers' needs to provide compelling content in the emerging
convergent landscape of Internet, television and mobile platforms.
Next 1 Interactive accomplishes this goal by the synergistic
strength of its companies and media channels.

Since inception, the Company has been focused on the travel
industry solely through the Internet.  The Company has changed its
current business model from a company that generates nearly all of
its revenues from its travel divisions to a media company focusing
on Interactive Media advertising platforms utilizing the Internet,
Internet Radio and Cable Television.


NUTS & BOLTZS: Updated Chapter 11 Case Summary
----------------------------------------------
Debtor: Nuts & Boltzs, LLC
          fdba Charleston True Value Hardware
          dba Charleston Hardware
        1028 Wappoo Road
        Charleston, SC 29407

Bankruptcy Case No.: 09-09615

Chapter 11 Petition Date: December 28, 2009

Court: United States Bankruptcy Court
       District of South Carolina (Charleston)

Judge: David R. Duncan

Debtor's Counsel: Ivan N. Nossokoff, Esq.
                  1470 Tobias Gadson Blvd., Suite 107
                  Charleston, SC 29407
                  Tel: (843) 571-5442
                  Email: inn@nosslaw.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 $1,099,480
and total debts of $1,832,173.

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

           http://bankrupt.com/misc/scb09-09615.pdf

The petition was signed by Michael J. Metz, member of the Company.


OLIVER EZARD FRASCONA: Updated Chapter 11 Case Summary
------------------------------------------------------
Debtor: Oliver Ezard Frascona
        853 Quintana Lane
        Erie, CO 80516-2415

Bankruptcy Case No.: 09-37529

Chapter 11 Petition Date: December 28, 2009

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

Judge: A. Bruce Campbell

Debtor's Counsel: Jeffrey Weinman, Esq.
                  730 17th St., Ste. 240
                  Denver, CO 80202
                  Tel: (303) 572-1010
                  Email: jweinman@epitrustee.com

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

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

According to the schedules, the Company has assets of $4,172,520,
and total debts of $4,397,863.

A list of the Company's 17 largest unsecured creditors is
available for free at:

             http://bankrupt.com/misc/cob09-37529.pdf

The petition was signed by Mr. Frascona.


OVAZINE SHANNON: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Ovazine Shannon
        15704 Clark St
        Bellflower, CA 90706

Bankruptcy Case No.: 09-46717

Chapter 11 Petition Date: December 28, 2009

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

Judge: Sheri Bluebond

Debtor's Counsel: Michael A. Younge, Esq.
                  8141 E Kaiser Blvd, Ste 200
                  Anaheim Hills, CA 92808
                  Tel: (714) 685-1170
                  Fax: (714) 276-1443
                  Email: youngelaw@aol.com

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

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

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

The petition was signed by Ovazine Shannon.


PALM SPRINGS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Palm Springs Inn, LLC
        538 Shouse Street
        Covina, CA 91724

Bankruptcy Case No.: 10-11040

Chapter 11 Petition Date: January 11, 2010

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

Judge: Richard M. Neiter

Debtor's Counsel: Robert M. Yaspan, Esq.
                  Law Offices of Robert M. Yaspan
                  21700 Oxnard St., Ste 1750
                  Woodland Hills, CA 91367
                  Tel: (818) 905-7711
                  Fax: (818) 501-7711
                  Email: ryaspan@yaspanlaw.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/cacb10-11040.pdf

The petition was signed by Peter K. Kang, managing member of the
Company.


PALMA CEIA: Updated Chapter 11 Case Summary
-------------------------------------------
Debtor: Palma Ceia Apartments, LLC
        6464 54th Avenue North
        St. Petersburg, FL 34116

Bankruptcy Case No.: 10-00166

Chapter 11 Petition Date: January 6, 2010

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

Judge: K. Rodney May

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

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

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

A list of the Company's 12 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/flmb10-00166.pdf

The petition was signed by Ronald L. Glas.


PENN TRAFFIC: Abacus Advisors to Advice on Sale of Assets
---------------------------------------------------------
Abacus Advisors has been selected by the Official Committee of
Unsecured Creditors in the Penn Traffic Co. bankruptcy case to
advise the Committee on the sale of the grocery retailer's stores
and other assets.  The Committee retained Abacus in "an effort to
maximize offers from potentially interested third parties,"
according to a Court filing.

Penn Traffic, which is headquartered in Syracuse, N.Y., filed for
protection under Chapter 11 of the Federal Bankruptcy Code on
November 18, 2009, in the U.S. Bankruptcy Court for the District
of Delaware.  On January 8, the Committee endorsed for Court
approval an approximate $85 million 'stalking horse' bid by
Williamsville, N.Y.-based Tops Markets LLC to acquire
substantially all assets of Penn Traffic, including 79 stores in
New York, Pennsylvania, Vermont and New Hampshire operating under
the Bi-Lo, P&C and Quality trade names.

Under its engagement, services to be provided by Abacus to the
Committee include the following: identify additional proposed
purchasers of select business operations and/or assets; review the
information package that has already been distributed to potential
purchasers; review all proposals that have been or will be
received by the Debtors for the purchase of the Debtors'
businesses and/or assets; assist in connection with any
negotiations with various interested parties to ensure maximum
recoveries; review the bid procedures and auction process for all
and/or parts of the Debtors' businesses and/or assets; monitor the
conduct and results of any sales efforts in connection with the
sale of businesses and/or assets; assist the Debtors with the
reduction, waiver, or mitigation of secured, administrative,
priority, and/or unsecured claims, where appropriate; assist in
negotiations with landlords, mortgages and other relevant parties
in the sale, assignment or termination of leases and/or owned
properties; and provide such other services as the Committee deem
necessary and as are mutually agreed between Abacus and the
Committee.

According to the Court filing, the Committee selected Abacus as
its business consultants/sale advisors "because of its nationally
known experience (particularly through the reputation of Chairman
Alan Cohen) in the disposition of assets, businesses and other
areas to maximize value, as well as its knowledge of business
reorganizations under Chapter 11 of the Bankruptcy Code, its
familiarity with the retail industry and its ability to perform
the needed services effectively, expeditiously and efficiently for
the benefit of the Committee and all unsecured creditors of the
Debtors' estates."


PHILLIPS-VAN HEUSEN: Raises 4Q & Full Year 2009 Guidance
--------------------------------------------------------
Full Year 2009 Non-GAAP EPS Projected to Be $2.73 to $2.75; Full
Year GAAP EPS Projected to Be $3.09 to $3.11

   -- Fourth Quarter 2009 Revenue Projected to Increase 7% to 8%
      over Prior Year Fourth Quarter Non-GAAP Revenue, or 4% to 5%
      on a GAAP Basis

Phillips-Van Heusen Corporation, in advance of the presentation by
Company management on January 12, 2010, at the Cowen and Company
8th Annual Consumer Conference, disclosed that it is updating its
previous guidance by increasing its earnings and revenue estimates
for both the fourth quarter and full year 2009 and its cash flow
estimate for the full year 2009.

For the fourth quarter 2009, the Company is currently estimating
that earnings per share will be $0.52 to $0.54 versus its prior
guidance of $0.38 to $0.42.  This compares to non-GAAP earnings
per share in the prior year's fourth quarter of $0.30.  Total
revenue for the fourth quarter is currently estimated to be
$603 million to $608 million, or an increase of approximately 7%
to 8% versus prior year fourth quarter non-GAAP revenue of
$561 million.  The Company's updated guidance reflects its strong
performance throughout the fourth quarter, including during the
holiday season.  Business in the Company's outlet retail divisions
is significantly exceeding prior expectations, with estimated
fourth quarter 2009 comparable store sales of positive 8% versus
the prior projection of positive 2% to 3%. Additionally, the
global growth momentum of the Calvin Klein brand continued, with
royalty revenue currently projected to increase at least 10% for
the fourth quarter as compared to the prior year period.  Also
included in the Company's updated earnings guidance is an increase
in advertising expenditures of approximately $15 million over the
prior year's fourth quarter.

Non-GAAP earnings per share for the full year 2009 is currently
estimated to be $2.73 to $2.75 versus the prior non-GAAP guidance
of $2.59 to $2.63.  Total revenue for the full year 2009 is now
projected to be approximately $2.39 billion.

GAAP loss per share was $0.74 in the prior year's fourth quarter.
On a GAAP basis, total revenue for the fourth quarter is expected
to increase 4% to 5% compared to fourth quarter 2008 revenue of
$578 million.  GAAP earnings per share is projected to be $3.09 to
$3.11 for the full year 2009.  The Company previously projected
that full year 2009 GAAP earnings per share would be in a range of
$2.95 to $2.99.

Cash flow for the full year 2009 is currently estimated to be
$100 million to $110 million, as compared to the Company's
previous guidance of $80 million to $85 million.

Non-GAAP Exclusions:

The discussions in this release that refer to non-GAAP amounts
exclude the following:

* Costs incurred in connection with the Company's restructuring
initiatives announced in the fourth quarter of 2008, including the
shutdown of the Company's domestic production of machine-made
neckwear, a realignment of the Company's global sourcing
organization, reductions in warehousing capacity, lease
termination fees for retail stores and other initiatives to reduce
corporate and administrative expenses.  Such costs associated with
these initiatives are as follows: -- Pre-tax costs of
$17.2 million that were incurred in the first three quarters of
2009.

* Pre-tax costs of $17.8 million that were incurred in the fourth
quarter of 2008. In addition, pre-tax non-cash fixed asset
impairment charges of $63.8 million were recorded in the fourth
quarter of 2008 that principally related to approximately 200 of
the Company's retail stores.

* The fourth quarter 2008 operating results and exit costs
associated with the Company's Geoffrey Beene outlet retail
division, which was closed during 2008.  The net pre-tax costs
related to the operating results and exit costs associated with
the Company's Geoffrey Beene outlet retail division were
$3.5 million for the fourth quarter of 2008.  Revenue related to
the Geoffrey Beene outlet retail division was $16.5 million for
the fourth quarter of 2008.

* The tax benefit of the above pre-tax costs, and a net tax
benefit of approximately $30 million that was recorded primarily
in the third quarter of 2009, related principally to the lapse of
the statute of limitations with respect to certain previously
unrecognized tax positions.

                     About Phillips-Van HeUSSen

Phillips-Van Heusen Corporation -- http://www.pvh.com/-- owns
and markets the Calvin Klein brand worldwide.  It is a shirt
company that markets a variety of goods under its own brands:
Van HeUS$en, Calvin Klein, IZOD, Arrow, Bass and G.H. Bass &
Co., Geoffrey Beene, Kenneth Cole New York, Reaction Kenneth
Cole, BCBG Max Azria, BCBG Attitude, Sean John, MICHAEL by
Michael Kors, Chaps and Donald J. Trump Signature.

                           *     *     *

As reported in the Troubled Company Reporter on June 1, 2009,
Moody's Investors Service affirmed Philips-Van Heusen's Corporate
Family Rating and Probability of Default Ratings at Ba2 and
revised the rating outlook to stable from positive.


PRESTIGE REALTY: Bankr. Court To Entertain Non-Debtor Dispute
-------------------------------------------------------------
WestLaw reports that claims asserted by a debtor's former
franchisor against its principal based upon the principal's
guarantee of the debtor's obligations under the franchisee
agreement, for the debtor's alleged unauthorized use of the
franchisor's trademarks after its license to do so was terminated,
came within the "related to" jurisdiction of the bankruptcy court,
even if these claims between two non-debtors could have no
conceivable effect on the Chapter 11 estate.  The claims arose out
of the same nucleus of operative fact as the franchisor's
trademark infringement claims against the debtor, claims over
which the court undoubtedly had at least "related to"
jurisdiction.  Regardless of whether the Pacor test was satisfied,
the court had "related to" jurisdiction over the franchisor's
claims against debtor's principal in the exercise of its
supplemental jurisdiction.  In re Prestige Realty Group of Ohio &
Florida, LLC, --- B.R. ----, 2009 WL 3817297 (Bankr. S.D. Fla.).

Prestige Realty & Developers, Inc., operated several real estate
offices in Florida and Ohio as a Century 21 franchisee, sought
chapter 11 protection (Bankr. D. Nev. Case No. 09-30312) on
Oct. 27, 2009, and is represented by Samuel A. Schwartz, Esq., in
Las Vegas.  The Debtor's Schedules show $3,000,000 in assets and
total debts of $4,342,143.

The Debtor agreed to the appointment of a Chapter 11 trustee in
its case on April 17, 2009, and after reviewing the facts, the
Trustee agreed to cease using the Century 21 mark and began the
de-identification process.  Century 21 commenced and adversary
proceeding (Bankr. S.D. Fla. Adv. Pro. No. 09-01260) to determine
and enforce all of its rights and liquidate its claim under its
agreements with the Debtor.


PRM REALTY GROUP: Updated Chapter 11 Case Summary
-------------------------------------------------
Debtor: PRM Realty Group, LLC, Debtor
        150 North Wacker Dr., Suite 1120
        Chicago, IL 60606-1611

Bankruptcy Case No.: 10-30241

Chapter 11 Petition Date: January 6, 2010

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

    Entity                                 Case No.
    ------                                 --------
Peter R. Morris                            10-30240

Debtor-affiliates filing separate Chapter 11 petition November 3,
2009:

    Entity                                 Case No.
    ------                                 --------
Bon Secour Partners, LLC                   09-37580
PM Transportation, LLC                     09-37581

Debtor-affiliate filing separate Chapter 11 petition April 1,
2009:

    Entity                                 Case No.
    ------                                 --------
Rangeline Properties, LLC                  09-31921

Debtor-affiliate filing separate Chapter 11 petition March 6,
2009:

    Entity                                 Case No.
    ------                                 --------
PRS II, LLC                                09-31436

Debtor-affiliate filing separate Chapter 11 petition March 5,
2009:

    Entity                                 Case No.
    ------                                 --------
Morris Radio Enterprises, LLC              09-31416

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

Judge: Barbara J. Houser

Debtors' Counsel: Gerrit M. Pronske, Esq.
                  Pronske & Patel, P.C.
                  2200 Ross Avenue, Suite 5350
                  Dallas, TX 75201
                  Tel: (214) 658-6500
                  Fax: (214) 658-6509
                  Email: gpronske@pronskepatel.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/txnb10-30241.pdf

Debtor's List of 20 Largest Unsecured Creditors:

Entity                     Nature of Claim        Claim Amount
------                     ---------------        ------------
D.W. Zwirn Real Estate     Guarantee on Loan      $28,004,679
Credit Partners, LLC
745 Fifth Avenue
New York, NY 10151

SPCP Group, LLC            Guarantee on Loan      $20,500,000
Two Greenwich Plaza,
1st Floor
Greenwich, CT 06830-6353

Bridge Funding, Inc.       Guarantee on Loan      $20,500,000
Attn: Lawrence Linksman
50 Main Street, Suite 100
White Plains, NY 10606

Metropolitan National Bank Guarantee on Loan      $16,747,787
425 W. Capitol Avenue
Little Rock, AR 72201

Metropolitan National Bank Guarantee on Loan      $15,225,213
425 W. Capital Avenue
Little Rock, AR 72201

Capital One, National      Guarantee on Loan      $6,500,000
Association
14651 Dallas Parkway,
Suite 300
Attn: Dustin Lewis

NRFC WA Holdings II, LLC   Guarantee on Loan      $5,500,000
433 East Colinas Boulevard
Suite 100
Irving, TX 75039

LaSalle Bank, N.A.         Guarantee of Debt      $3,850,000
A national banking
Association
135 South LaSalle Street
Chicago, IL 60603
Attn: Thomas Popovics

Hancock Bank               Guarantee on Loan      $3,840,000
Attn: Jerry M. Broughton
6312 Picadilly Square Dr.,
Suite 3
Mobile, AL 36609

Compass Bank               Guarantee on Loan      $3,300,000
8080 N. Central Expressway
Suite 400
Dallas, TX 75206

BFI Capital, LLC           Guarantee on Loan      $3,111,631
50 Main Street, #1000
White Plains, NY 10606

FirstBank Puerto Rico      Guarantee on Loan      $2,600,000
Attn: Commercial Loan
Department
PO Box 309600
St. Thomas, USVI 00803

The Bank of New York       Guarantee of Debt      $2,435,000
Trust Company, NA
2 North LaSalle Street,
Suite 1020
Chicago, IL 60602
Attn: Roxanne J. Ellwanger

Bridge Funding, Inc.       Loan to PRM Realty     $2,100,000
Attn: Lawrence Linksman
50 Main Street
White Plains, NY 10606


Pilot Pointe Development   Guarantee on Loan      $1,700,000
LLC
3380 Hurricane Bay Drive
Theodore, AL 36582

Bar Pilot Land, LLC        Guarantee on Loan      $1,700,000
3380 Hurricane Bay Drive
Theodore, AL 36582

Bank of America, as        Line of Credit         $1,656,096
Successor by merger to
LaSalle Bank National
Association
135 South LaSalle Street,
Suite 1225

Compass Bank               Guarantee on Loan      $1,275,300
8080 N. Central Expressway
Suite 400
Dallas, TX 75206

Metropolitan National Bank Guarantee on Loan      $800,000
425 W. Capitol Avenue
Little Rock, AR 72201

Metropolitan National Bank Guarantee on Loan      $600,000
425 W. Capitol Avenue
Little Rock, AR 72201


The petition was signed by Peter R. Morris.


PECANS OF QUEEN: U.S. Trustee Unable to Appoint Creditors Panel
---------------------------------------------------------------
The Office of the U.S. Trustee for Region 14 notified the U.S.
Bankruptcy Court for the District of Arizona that it was unable to
appoint an official committee of unsecured creditors in the
Chapter 11 case of The Pecans Of Queen Creek, LLC.

The U.S. Trustee related that there were insufficient number of
unsecured creditors who have expressed interest in serving on a
committee.  The UST reserves the right to appoint such a committee
if interest develop among the creditors.

The Pecans Of Queen Creek, LLC, is based in Tempe, Arizona.  The
Company filed for Chapter 11 bankruptcy protection on November 13,
2009 (Bankr. D. Ariz. Case No. 09-29332).  Michael W. Carmel,
Esq., at Michael W. Carmel, Ltd., assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


PREMIUM DEVELOPMENTS: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Premium Developments LLC filed with the U.S. Bankruptcy Court for
the Eastern District of Washington its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $21,989,000
  B. Personal Property               -$4,866
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $12,984,120
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $61,730
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $2,481,332
                                 -----------      -----------
        TOTAL                    $21,984,134      $15,527,182

East Wenatchee, Washington-based Premium Developments LLC filed
for Chapter 11 bankruptcy protection on December 4, 2009 (Bankr.
E.D. Wash. Case No. 09-06746).  Allan L. Galbraith, Esq., at Davis
Arneil Law Firm LLP assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


QHB HOLDINGS: Has Final Nod for $20MM DIP Loans From BNP Paribas
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, QHB Holdings LLC and its debtor-affiliates to:

   -- incur postpetition secured indebtedness up to $20.0 million
      (including up to $5.0 million for the insurance of letters
      of credit) with BNP Paribas, the DIP agent, and lenders
      party thereto;

   -- use cash collateral of prepetition secured parties; and

   -- grant adequate protection to the prepetition secured
      parties.

As of the petition date, the Debtors were indebted to the DIP
agent, Uniform Commercial Code, the Bank of New York, and lenders
party thereto, under the prepetition financing agreements of:

   (a) $231.1 million of outstanding term loans, plus $8.2 million
       outstanding prepetition revolving loans;

   (b) $101.2 million of term loans outstanding under the
       prepetition second secured debt; and

   (c) $54.7 million of outstanding senior notes.

The Debtors were unable to obtain unsecured credit.  The DIP
secured parties indicated willingness to provide financing to the
Debtors.

The Debtors would use the financing and the cash collateral to
fund their business operations.

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition secured parties
replacement liens and superpriority claims, subject to carve out
and existing senior liens on property of the Debtors' estates.

                      About QHB Holdings LLC

Green Cary, North Carolina-based QHB Holdings LLC and its debtor-
affiliates filed for Chapter 11 on December 4, 2009, (Bankr. D.
Del. Lead Case No. 09-14312).  Eric Michael Sutty, Esq., and
Jeffrey M. Schlerf, Esq., at Fox Rothschild LLP represent the
Debtors in their restructuring efforts.  The Debtors listed assets
and debts both ranging from $500,000,001 to $1,000,000,000.


QUEST RESOURCE: Advisory Research Discloses 4.7% Stake
------------------------------------------------------
Advisory Research, Inc.; Advisory Research Energy Fund, L.P.; and
Advisory Research Micro Cap Value Fund, L.P., disclose holding
1,503,421 shares or roughly 4.7% of the common stock of Quest
Resource Corporation as of December 31, 2009.

                       About Quest Resource

Quest Resource Corporation -- http://www.qrcp.net/,
http://www.qelp.net/, and http://www.qmlp.net/-- is a fully
integrated E&P company that owns producing properties and acreage
in the Appalachian Basin of the northeastern United States; 100%
of the general partner and a 57% limited partner interest in Quest
Energy Partners, L.P.; and 85% of the general partner and a 36.4%
of the limited partner interests in the form of subordinated units
in Quest Midstream Partners, L.P.  Quest Resource operates and
controls Quest Energy Partners and Quest Midstream Partners
through its ownership of their general partners.

At September 30, 2009, the Company had $459,572,000 in total
assets against total current liabilities of $69,894,000, long-term
derivative financial instrument liabilities of $5,294,000, asset
retirement obligations of $6,346,000 and notes payable of
$302,535,000.  At September 30, 2009, the Company had accumulated
deficit of $383,423,000, total stockholders' deficit before non-
controlling interests of $84,263,000, non-controlling interests of
$159,766,000 and total equity of $75,503,000.

                            Recombination

Given the liquidity challenges facing the Company, Quest Midstream
and Quest Energy, each entity has undertaken a strategic review of
its assets and has evaluated and continues to evaluate
transactions to dispose of assets to raise additional funds for
operations or to repay indebtedness.  On July 2, 2009, QRCP, Quest
Midstream, Quest Energy and other parties thereto entered into an
Agreement and Plan of Merger pursuant to which, following a series
of mergers and an entity conversion, QRCP, Quest Energy and the
successor to Quest Midstream will become wholly-owned subsidiaries
of PostRock Energy Corporation, a new, publicly traded
corporation.  On October 2, 2009, the Merger Agreement was amended
to, among other things, reflect certain technical changes as the
result of an internal restructuring.

                           Going Concern

As reported by the Troubled Company Reporter on June 23, 2009, the
report of UHY LLP, in Houston, Texas, the Company's independent
registered public accounting firm, on its financial statements for
the fiscal year ended December 31, 2008, includes an explanatory
paragraph regarding the Company's ability to continue as a going
concern.  The factors contributing to this concern include QRCP's
recurring losses from operations, stockholders' accumulated
deficit, and inability to generate sufficient cash flow to meet
its obligations and sustain its operations.


QUESTEX MEDIA: Wants Plan Exclusivity Extended to May 3
-------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Questex Media Group
Inc. is asking for a 90-day extension of the exclusive right to
propose a plan until May 3.  A hearing on the motion is scheduled
for January 26.  The Company said it will use the additional time
to "determine the appropriate strategy for conducting an orderly
wind-down."

Questex Media Group Inc. in December completed the sale of the
business to first-lien lenders who bought the operation in
exchange for $120 million in secured debt and the assumption of
$15 million provided to finance the reorganization.

Questex Media Group, Inc. -- http://www.questex.com/-- provides
media and telecommunication services.  The Debtors' media
properties include 23 trade publications and 150 digital
publications.  The Company was formed in 2005 by Audax Group Inc,
a private equity firm based in Boston, which bought business units
from Advanstar Holdings Inc for $185 million.

Questex Media and its affiliates filed for Chapter 11 on Oct. 5
(Bankr. D. Del. Lead Case No. 09-13423).  James Stempel, Esq., and
Erik Chalut, Esq., at Kirkland & Ellis LLP, and Michael Nestor,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  The Debtors' investment
bankers are Miller Buckfire & Co., LLC.  The First Lien Steering
Committee is being advised by legal counsel, Weil, Gotshal &
Manges LLP; and investment bankers Imperial Capital, LLC.  The
Company says it has assets of $299 million against debts of $321
million as of the filing of its petition.


RADIENT PHARMACEUTICALS: Alpha Capital Discloses 1.211% Stake
-------------------------------------------------------------
Alpha Capital Anstalt discloses holding 211,256 shares or roughly
1.211% of the Common Stock of Radient Pharmaceuticals Corporation.

Headquartered in Tustin, California, Radient Pharmaceuticals
Corporation is an integrated pharmaceutical company devoted to the
research, development, manufacturing, and marketing of diagnostic,
and premium skin care products.

At September 30, 2009, the Company had $26,160,438 in total assets
against $4,927,694 in total liabilities.  The September 30 balance
sheet showed strained liquidity: The Company had $246,048 in total
current assets against $2,950,658 in total current liabilities.

                  Going Concern Qualification

On April 15, 2009, Radient Pharmaceuticals (formerly AMDL, Inc.)
filed with the SEC an Annual Report on Form 10-K in which included
an audit opinion with a "going concern" explanatory paragraph
which expresses doubt, based upon current financial resources, as
to whether AMDL can meet its continuing obligations without access
to additional working capital.

On December 11, 2009, Radient entered into a Waiver of Default
agreement with St. George Investments, LLC, pursuant to which St.
George waived all defaults under a 12% promissory note in the
principal amount of $555,555.56 through February 1, 2010 and
agreed not to accelerate any amounts due under the St. George Note
before February 1, 2010.


READER'S DIGEST: Settles Underfunded U.K. Pension Claim
-------------------------------------------------------
Bill Rochelle at Bloomberg News reports that The Reader's Digest
Association, Inc., has agreed to settle a claim arising from an
under-funded pension plan covering 1,600 workers of a subsidiary
in the U.K. called RDA UK.  Where the pension plan has a funding
deficit of an estimated $176 million, Reader's Digest will pay the
pension administrators $18 million cash and transfer 33% of the
equity of the U.K. subsidiary.  Reader's Digest will have the
right for five years to repurchase the equity for almost
$3 million.  A hearing on the settlement is scheduled for
January 15.

                          The Chapter 11 Plan

Reader's Digest is also scheduled to present its reorganization
plan for confirmation on January 15.

The Chapter 11 plan is designed to reduce funded debt by 75% to
$555 million.

According to the Disclosure Statement, the Plan contemplates these
transactions:

   * $150 million of loans outstanding under the Debtors' DIP
     Facility will be converted to a $150 million new first
     priority term loan.  The Debtors' prepetition Euro Term Loan
     in the approximate amount of $105.9 million outstanding under
     the prepetition credit agreement as of the Commencement Date
     will be reinstated.  The $300 million of secured loans --
     other than the Euro Term Loan -- will be converted into a new
     $300 million second priority term loan.  The remaining
     secured indebtedness will be converted into 100% of the new
     common stock, subject to dilution by the management equity
     plan and the rights offering.  The first lien lenders are
     expected to recover 53% to 63% of their claims.

   * The Debtors' outstanding $600 million senior subordinated
     notes will be canceled and discharged, but holders of these
     notes are entitled to participate in a rights offering.  The
     second lien noteholders are expected to recover 0%.

   * The general unsecured claims of trade creditors with whom the
     Debtors intend to conduct business post emergence will be
     paid in full in Cash on the Effective Date or in the ordinary
     course of business.  These trade creditors are expected to
     recover 100 cents on the dollar.

   * Holders of other general unsecured claims will receive Cash
     in an amount equal to their Pro Rata share of $3 million.
     They are expected to recover 2.5% to 2.7% of their claims.

   * Equity Interests in RDA Holding Co. will be extinguished.

The Plan provides that the New Board will grant equity awards in
the form of restricted stock, options and/or warrants for 7.5% of
the New Common Stock to continuing employees and directors of the
Reorganized Debtors; provided that such equity grants will not
include more than 2.5% in the form of restricted New Common Stock.

The Plan provides that Holders of Senior Subordinated Notes will
have the right to participate in a Rights Offering of New Common
Stock to be issued under the Plan on or soon after the Effective
Date.  Eligible Noteholders that participate in the Rights
Offering will be able to purchase up to $50 million to $100
million (of no more than 10%-20%) of New Common Stock Pro Rata
based on the principal amount of Senior Subordinated
Note Claims held by such Eligible Noteholder.

A copy of the Plan is available for free at:

      http://bankrupt.com/misc/RDA_Ch11Plan.pdf

A copy of the Disclosure Statement is available for free at:

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

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of $2.2 billion against total debts of $3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


REAL MEX: Looking for New CFO; Tanner to Step Down in February
--------------------------------------------------------------
Steve Tanner, Real Mex Restaurants, Inc.'s Executive Vice
President and Chief Financial Officer, will be leaving the company
effective February 12, 2010.  The company has begun a search for a
replacement.

Headquartered in Cypress, California, Real Mex Restaurants --
http://www.realmexrestaurants.com/-- is the largest full-service,
casual dining Mexican restaurant chain operator in the United
States with 187 company owned restaurants.

As of September 27, 2009, the Company had total assets of
$274,756,000 against total liabilities of $249,428,000.  The
September 27 balance sheet showed strained liquidity: The Company
had total current assets of $31,978,000 against total current
liabilities of $62,565,000.

The Company's Senior Secured Notes and senior unsecured credit
facility each mature in 2010 and the Company will require
additional financing to meet this obligation.  The Company is
currently evaluating its options to raise the necessary funds.  No
assurance can be given that the Company will be able to refinance
any of its indebtedness on commercially reasonable terms or at
all.

                          *     *     *

As reported by the Troubled Company Reporter on July 15, 2009,
Moody's Investors Service upgraded Real Mex Restaurant's
Speculative Grade Liquidity rating to SGL-3 from SGL-4,
recognizing its improved liquidity as a result of the recently
completed refinancing.  Moody's also revised the rating on the
company's newly issued $130 million 14% 2nd lien senior secured
notes due 2012 to B3 from the initial provisional rating of (P)B3,
upon closing of the transaction.  Proceeds from the issuance were
mainly used to refinance the 10% 2nd lien senior secured notes due
April 1, 2010.  The Caa2 Corporate Family Rating remains
unchanged, while the rating outlook is revised to stable from
developing.

The TCR said July 8, 2009, Standard & Poor's Ratings Services
affirmed the ratings on Real Mex Restaurants, including its 'B-'
corporate credit rating.  This action comes after the company
priced $130 million of the senior secured notes at a 17.98% yield
with a 14% coupon and 90% original issue discount.


REGENT COMMS: Nasdaq Market Suspends Stock Trading
--------------------------------------------------
Regent Communications Inc. said it received a notice from The
Nasdaq Stock Market that its common stock will be suspended from
trading on The Nasdaq Capital Market effective Jan. 8, 2009, and
that Nasdaq will thereafter file a Form 25 Notification of
Delisting with the Securities and Exchange Commission.


REGENT COMMS: Inks New Deal With Stakelin & Vasconcellos
--------------------------------------------------------
Regent Communications Inc. said it entered into new employment
agreements with each of William L. Stakelin, president and chief
executive officer of the company, and Anthony A. Vasconcellos,
executive vice president and chief financial officer when their
agreements expired on Dec. 31, 2009.

                   About Regent Communications

Regent Communications, Inc. is a radio broadcasting company
focused on acquiring, developing and operating radio stations in
mid-sized markets.  Regent owns and operates 62 stations located
in 13 markets.  Regent's shares are traded on the Nasdaq Stock
Market under the symbol "RGCI."

                         *     *     *

Regent Communications Inc. said it received a notice from The
Nasdaq Stock Market that its common stock will be suspended from
trading on The Nasdaq Capital Market effective Jan. 8, 2009, and
that Nasdaq will thereafter file a Form 25 Notification of
Delisting with the Securities and Exchange Commission.


ROBERT LUPO: Updated Chapter 11 Case Summary
--------------------------------------------
Debtor: Robert N. Lupo
        89 Sudbury Road
        Weston, MA 02493

Bankruptcy Case No.: 09-21945

Chapter 11 Petition Date: December 10, 2009

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

Judge: Frank J. Bailey

Debtor's Counsel: Andrew G. Lizotte, Esq.
                  Hanify & King, P. C.
                  Professional Corporation
                  One Beacon Street
                  Boston, MA 02108
                  Tel: (617) 423-0400
                  Fax: (617) 556-8985
                  Email: agl@hanify.com

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

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

The petition was signed by Mr. Lupo.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
RTN Federal Credit Union                          $81,032

Town of Waltham                                   $19,412

E-Z Oil Company                                   $16,912

NStar                                             $10,362

Metro Swift Sprinkler                             $9,559
Corp.

Sacco & Biddeford Savings                         $9,508

Gillis and Bikofsky, PC                           $9,000

Louis L. Coilfi                                   $7,697

NCO Financial Systems                             $7,260

Travelers Insurance                               $6,401

Alford & Bertrand LLC                             $5,533
Attorneys at Law

John Wright                                       $5,500

Godino & Company, Inc.                            $5,301
Commercial Real Estate
Services

Scanion Tech. Com.                                $5,119

Lexington Alarm Company                           $4,822

Chaiyarerk Kamoisiri                              $4,200

Bertholon Roland Corp.                            $3,422

Quincy Mutual Fire Insurance                      $3,407

N.J.B., Inc.                                      $3,260
Sam Kaufman

Paradise Painting Company                         $3,120


RVL TEXAS: LIRVP & Randolph Wants Chapter 11 Case Dismissed
-----------------------------------------------------------
LIRVP, LLC, and Randolph Light have asked the U.S. Bankruptcy
Court for the Southern District of Texas to dismiss RVL Texas
Properties, LLC's Chapter 11 bankruptcy case.

The Debtor was formed on November 11, 2005, with three members --
Mr. Light, Lawrence C. Don, and Victor Lissiak, Jr.  On May 18,
2006, Carl O. Black was admitted as a member of the Debtor.  Mr.
Light is the Debtor's president.  As of the Petition Date, Mr.
Light owned more than 50% of the interests in the Debtor, due to
cash and property contributions made to the Debtor.

Kell C. Mercer at Brown McCarroll, L.L.P., the attorney for LIRVP,
claims that the Debtor filed for bankruptcy without proper
authorization from the members.  According to Mr. Mercer, no
written statement of authorization or resolution was included with
the Debtor's bankruptcy filing, and the Debtor's bankruptcy
petition was executed by Mr. Lissiak as partner.  "The Debtor is a
Texas limited liability company, and therefore has members, not
partners," Mr. Mercer says.

Mr. Mercer states that Mr. Lissiak couldn't authorize a bankruptcy
filing for the Debtor without first obtaining written consent from
a majority of the members of the Debtor.  Given the Mr. Light owns
the majority of the membership interest in the Debtor, his
authorization was required for a bankruptcy filing, Mr. Mercer
says.

According to the Debtor, the ownership remains 1/4th each as of
the Petition date.  The Debtor says that whatever Mr. Light and/or
LIRVP may claim to have advanced above the initial $2,500
contribution of each member would be a loan, not a contribution.
Prior to filing the bankruptcy case three of the four equity
holders agreed in writing to the filing of the Chapter 11 case,
and that a majority of the equity holders approved the Chapter 11
filing, the same equity holders that approved Mr. Lissiak's
executing the bankruptcy petition, the Debtor states.

Addison, Texas-based RVL Texas Properties, LLC, filed for Chapter
11 bankruptcy protection on January 4, 2010 (Bankr. S.D. Texas
Case No. 10-20009).  Joyce Williams Lindauer, 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 $1,000,001 to $10,000,000 in liabilities.


SANTA CLARA: Can Access East West Bank's Cash to Pay Insurance
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized Santa Clara Square, LLC, to use cash collateral of East
West Bank, a secured creditor, for a limited purpose of paying
insurance premium to assure ongoing insurance coverage for the
real property owned by the estate.

The Debtor related that the mortgage held by East West with
respect to certain commercial real property, is $14,500,000.  The
Debtor also related that the most recent appraisal of the property
reflected a value of $27,000,000.

The Court authorized the Debtor to pay Thoits Insurance the
insurance premium amounting to $2,026.

Los Altos, California-based Santa Clara Square, LLC, filed for
Chapter 11 bankruptcy protection on December 21, 2009 (Bankr. N.D.
Calif. Case No. 09-61196).  Lawrence A. Jacobson, Esq., at the Law
Offices of Cohen and Jacobson, assists the Company in its
restructuring efforts.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


SCOTTS MIRACLE-GRO: Moody's Assigns 'Ba2' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned an initial Ba2 corporate family
rating and a Ba2 probability of default rating to Scotts Miracle-
Gro Company.  Moody's also assigned a B1 rating to Scotts' new
senior $200 million unsecured notes and a SGL 2 speculative grade
liquidity rating.  Proceeds from the unsecured notes will be used
to repay amounts outstanding under the company's unrated revolving
credit facility.  The rating outlook is stable.

The Ba2 corporate family rating reflects Scotts' strong market
position, efficient operational platform, strong customer
relationships, and commitment to brand support and product
development.  The ratings are constrained by the company's modest
free cash relative to debt, the potential for earnings and cash
flow volatility because of the company's high seasonality, its
exposure to volatile raw materials prices, and its highly
concentrated customer base.  In addition, Moody's believes that
Scotts will likely use its excess cash flow over the medium term
for share repurchases or targeted acquisitions, while maintaining
leverage with its targeted range.  Nevertheless, Moody's
recognizes the long-term positive growth trends for lawn and
garden products driven by demographic and favorable macro economic
trends, and anticipates that the company will reduce its financial
leverage through EBITDA growth, rather than debt reduction.

The stable outlook reflects Moody's view that Scotts lawn and
garden core consumer business will grow close to its historical
trend, that operating margins will continue to improve and that it
will maintain a good liquidity profile.  "The stable outlook also
reflects Moody's belief that Scotts will maintain its strategy of
focusing on a select group of brands and that its product
innovation will remain targeted and focused" said Kevin Cassidy,
Senior Credit Officer at Moody's Investors Service.  The stable
outlook further reflects Moody's expectation that Scotts will not
materially increase debt in the near term either for acquisitions
or to fund shareholder returns and that such actions will be
funded with its excess cash flow.

The SGL 2 speculative grade liquidity rating reflects Moody's
belief that Scotts will possess a good liquidity profile over the
next 12 months highlighted by cash of around $70 million, Moody's
expectation of more than $125 million of free cash flow
generation, and access to a $1.6 billion revolving credit
facility.  Scotts' liquidity profile is constrained by the
existence of quarterly maintenance leverage financial covenants
that contractually adjust over the next two years and which become
seasonally tight in the 1st and 2nd quarters, and by the maturity
in February 2012 of the $456 million term loan and $1.6 billion
revolver.

These ratings were assigned:

* Corporate Family Rating at Ba2;
* Probability of Default Rating at Ba2;
* $200 million senior unsecured notes rating at B1 (LGD5, 89%);
* Speculative grade liquidity rating at SGL 2

The Scotts Miracle-Gro Company, with headquarters in Marysville,
Ohio, is a leading manufacturer and marketer of consumer lawn care
and garden products, primarily in North America and in Europe.
The company also operates the Scotts Lawn Service business which
provides lawn and tree and shrub fertilization, insect control and
other related services in the United States.  Scotts sells
professional products to commercial nurseries, greenhouses,
landscape service providers and specialty crop growers in North
America and internationally.  Revenue for the fiscal year ended
September 2009 was roughly $3.1 billion.


SERGIO GONZALEZ: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Joint Debtors: Sergio Gonzalez
               Margarita Gonzalez
               POB 5206
               Goodyear, AZ 85338

Bankruptcy Case No.: 10-00223

Chapter 11 Petition Date: January 6, 2010

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

Debtors' Counsel: Steven D. Keist, Esq.
                  P.O. Box 1734
                  Glendale, AZ 85311-1734
                  Tel: (623) 937-9799
                  Fax: (623) 435-9057
                  Email: steven.keist@azbar.org

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

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

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

The petition was signed by the Joint Debtors.


SHADOW GROUP: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Shadow Group, L.L.C.
        POB 41229
        Greensboro, NC 27404

Bankruptcy Case No.: 10-10015

Chapter 11 Petition Date: January 6, 2010

Court: United States Bankruptcy Court
       Middle District of North Carolina (Greensboro)

Judge: Bankruptcy Judge Thomas W. Waldrep Jr.

Debtor's Counsel: Dirk W. Siegmund, Esq.
                  Ivey, McClellan, Gatton, & Talcott, LLP
                  Suite 500, 100 S. Elm St.
                  P.O. Box 3324
                  Greensboro, NC 27402-3324
                  Tel: (336) 274-4658
                  Fax: (336) 274-4540
                  Email: dws@imgt-law.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
15 largest unsecured creditors, is available for free at:

                http://bankrupt.com/misc/ncmb10-10015.pdf

The petition was signed by Barbara Greene, member/manager of the
Company.


SCHAWK INC: Completes Refinancing of Revolving Credit Facility
--------------------------------------------------------------
Schawk, Inc., has completed the refinancing of its $80 million
revolving credit facility.

The new $90 million senior secured revolving credit facility,
which matures in July 2012, lowers the Company's current interest
rate (at closing) by approximately 175 basis points for revolver-
based borrowings.  The facility bears interest at a rate of Libor
plus a margin that varies with the Company's leverage ratio.  At
closing, that margin is 300 basis points. The facility also
provides the Company with greater flexibility in areas such as
acquisitions and the payment of cash dividends.

Additionally, the facility allows for $10 million of non-committed
accordion financing to fund acquisitions as detailed under the
terms of the credit agreement.  The Company's previous revolving
credit facility of $80 million was originally due to expire on
January 28, 2010.

The outstanding amount borrowed under the former $80 million
revolving credit facility at December 31, 2009, was approximately
$20 million.  The unutilized portion of the new $90 million
facility will be used for general corporate purposes, such as
working capital and capital expenditures.  Additionally, together
with anticipated cash generated from operations, the unutilized
portion of the facility will provide financing flexibility and
support in the funding of principal payments due in 2010 and
succeeding years on the Company's other long-term debt
obligations.

Total Company debt outstanding, inclusive of the revolving credit
facility, at December 31, 2009, is approximately $77.6 million,
which reflects a net debt reduction of approximately $58.2 million
since December 31, 2008.

David A. Schawk, president and chief executive officer, commented,
"We believe the new revolving credit facility reflects confidence
in the Company's financial performance and strategic direction.
Importantly, we expect the new facility to provide us with an
increased ability to grow and increase shareholder value while
also affording us the necessary flexibility to fund our
operations.  Furthermore, we are pleased that the new facility
will lower the overall borrowing costs for the Company.  We
appreciate the strong support that we have received from our
lender group."

Timothy J. Cunningham, executive vice president and chief
financial officer, further commented, "We were also pleased that
we received proposed commitments in excess of the total facility
amount that we sought and had strong interest from new potential
lenders that were not participants in the previous revolving
credit facility.  The Company's debt reduction activities over the
last nine months of 2009 and the cost reduction initiatives over
the last seven quarters have strengthened Schawk's financial
position and have contributed to this successful refinancing."

The definitive revolving credit agreement, which includes the
specific terms and conditions governing the Company's new credit
facility, will be included in a Current Report on Form 8-K
expected to be filed by the Company with the Securities and
Exchange Commission on or about January 13, 2010.

J.P. Morgan Securities, Inc. led the refinancing transaction in a
five-member syndicate of financial institutions which included
Bank of America, JPMorgan Chase Bank N.A., PNC Bank, Wells Fargo
Bank, and Wintrust Financial Corporation.

                       About Schawk, Inc.

Schawk, Inc. -- http://www.schawk.com-- is a provider of brand
point management services, enabling companies of all sizes to
connect their brands with consumers to create deeper brand
affinity.  With a global footprint of 48 offices, Schawk helps
companies create compelling and consistent brand experiences by
providing integrated strategic, creative and executional services
across brand touchpoints.  Founded in 1953, Schawk is trusted by
many of the world's leading organizations to help them achieve
global brand consistency.


SKI MARKET: Agrees to Honor At Least Half of Gift Card Value
------------------------------------------------------------
Connecticut Attorney General Richard Blumenthal on January 12,
2010, said bankrupt Ski Market Ltd., Inc. has preliminarily agreed
to honor at least 50% of the value of unused gift cards, despite
its initial public statements that it would not honor the cards at
all.

Ski Market, after filing for Chapter 11 bankruptcy on Dec. 29,
2009, has been rejecting unused gift cards.

Mr. Blumenthal said, "This action is a positive first step, but
not the last in our battle on behalf of consumers with unused Ski
Market gift cards.  We urge that consumers take advantage of it as
soon as possible, assuming the bankruptcy court approves it."

Mr. Blumenthal filed a motion with the U.S. Bankruptcy Court last
week seeking to compel Ski Market to honor approximately $200,000
worth, and possibly more, of gift cards that remain unused by
consumers.

After rejecting gift cards entirely, Ski Market has now
preliminarily agreed to recognize at least half of the value of
consumer gift cards.

"Ski Market has agreed to give loyal consumers a lift -- heeding
our call and recognizing that consumer trust is imperative to Ski
Market's future success," Mr. Blumenthal said. "This preliminary
agreement is a partial victory, and my office plans to continue
working to assist consumers seeking additional reimbursements.

"I am pleased that Ski Market has agreed that its financial
avalanche should not bury its promises to consumers.  We urgently
warned Ski Market that it would doom itself by denying gift cards
-- destroying consumer confidence and deterring new buyers for the
company assets.  Ski Market is rightfully realizing its
responsibilities to consumers.  My office will continue to monitor
this bankruptcy proceeding and fight for further consumer
protections."

Under the proposed deal, which must be approved by the bankruptcy
court, consumers would be able to use their cards up to 50% of
their value at any Ski Market store, including the store in Avon,
from Jan. 16 through 24.

                         About Ski Market

Based in Wellesley, Massachusetts, The Ski Market Ltd., Inc., dba
St. Moritz, Underground Snowboard, P-51; National Ski & Bike;
National Ski Wholesalers; and Sports Replay -- filed for Chapter
11 bankruptcy on December 29, 2009 (Bankr. D. Mass. Case No.
09-22502).  Judge Henry J. Boroff presides over the case.  Joseph
H. Baldiga, Esq., at Mirick, O'Connell, DeMallie, Lougee, serves
as counsel.  The Debtor listed $1,000,001 to $10,000,000 in
estimated assets; and $10,000,001 to $50,000,000 in estimated
debts when it filed for bankruptcy.

The Debtor is seeking to sell substantially all of its assets as
part of its bankruptcy.


SMURFIT-STONE CONTAINER: Workers Bring ERISA Class Action
---------------------------------------------------------
Law360 reports that employees have lodged a proposed class action
against the administrators of Smurfit-Stone Container Corp.'s
retirement plans, alleging they breached their fiduciary duty by
continuing to invest in Smurfit-Stone stock as the company went
bankrupt.

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly $7.450 billion in total assets and $5.582 billion
in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SOBEYS INC: S&P Raises Corporate Credit Ratings From 'BB+'
----------------------------------------------------------
Standard & Poor's said it raised its long-term corporate credit
and senior unsecured debt ratings on Sobeys Inc. to 'BBB-' from
'BB+', as the company continues to improve its financial risk
profile through stronger earnings and debt reduction.  Concurrent
with moving the ratings into investment-grade, S&P withdrew the
recovery ratings on Sobeys' unsecured notes.  The outlook is
stable.

"The ratings on Sobeys Inc. reflect the company's No. 2 market
share position in Canada and solid operating results that, in
S&P's opinion, have contributed to steady deleveraging since the
company's privatization and acquisition activities in 2007," said
Standard & Poor's credit analyst Donald Marleau.  These strengths
are tempered in Standard & Poor's view by the highly competitive
nature of the Canadian food retailing industry, as well as the
company's smaller discount store offering relative to its peers.

Sobeys is Canada's second-largest food retailer, with revenues of
C$15.1 billion for the LTM to Oct. 31, 2009.  It has more than
1,300 corporate and franchised stores across Canada operating
mainly under the Sobeys, IGA, IGA extra, Price Chopper, Foodland,
and Thrifty Foods banners.

The company continues to post solid results in S&P's view, with
LTM revenue growth of 5.7% driven by same-store sales growth of
3.4%, which is higher than retail food price inflation of about
2.0% and stronger than that of its peers over a similar period.
That said, S&P expects the Canadian industry's revenue and SSS
growth to slow markedly in the next 12 months, as lower food price
inflation -- and potentially some deflation -- coincides with
strong competition.  Moreover, S&P believes that Sobeys will slow
its pace of store expansions, thereby dampening revenue growth
from additional square footage.  Consistent with benign conditions
for grocers in the face of economic weakness, Sobeys' reported
EBITDA margin has expanded almost 80 basis points in the past two
years, although S&P expects that further margin growth will be
constrained by competitive and disinflationary pressures.

The stable outlook reflects S&P's belief that Sobeys should
maintain profitability and credit measures that are commensurate
with the investment-grade ratings despite challenging market
conditions in the coming year.  As such, S&P expects that Sobeys
will maintain fully adjusted debt to EBITDA around 3.0x to
complement its satisfactory business risk profile, even as revenue
and margin growth moderate in 2010 along with lower food price
inflation and competition.  S&P expects that upward pressure on
the ratings would stem from continued stability in the Canadian
grocery sector, as well as financial discipline that sustainably
reduced adjusted leverage to meaningfully below 3.0x.  On the
other hand, downward pressure on the rating could result from
deteriorating competitive dynamics and profitability that pushed
Sobeys' leverage back up to 3.5x, although the company has some
latitude at the investment-grade rating for acquisition-driven
increases in debt that enhance its business risk profile.
Moreover, any material changes in the financial profile at the
Empire level would have a direct effect on the corporate credit
rating.


SOLECO INCORPORATED: Updated Chapter 11 Case Summary
----------------------------------------------------
Debtor: Soleco Incorporated
        3015 West 4000 South
        Ogden, UT 84401

Bankruptcy Case No.: 09-33830

Chapter 11 Petition Date: December 11, 2009

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Debtor's Counsel: Rocky D. Crofts, Esq.
                  Law Office of Rocky D Crofts, PC
                  5434 South Freeway Park Drive
                  Riverdale, UT 84405
                  Tel: (801) 614-5111

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

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

The petition was signed by John Thomas, the company's president.

Debtor's List of Largest Unsecured Creditor:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Hancock Company                                   $3,000,000
5100 S. Washington Blvd.
Ogden, UT 84405


SPANSION INC: Gets Nod for Mandate Letter With Barclays
-------------------------------------------------------
Spansion Inc. and its units sought and obtained the Court's
authority to enter into a mandate letter with Barclays Capital
Inc., to act as sole lead underwriter, sole lead initial
purchaser, sole bookrunner, administrative agent or sole lead
arranger and as the sole entity to provide the services and
receive fees for services customarily provided by an entity in
that role in connection with any debt financing raised by the
Debtors or any of its affiliates.  The Debtors further ask the
Court to approve the fees for Barclays as set forth in the Mandate
Letter.

Under the Plan, the Debtors would 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 the Debtors' prepetition floating rate
notes.  The Plan provides, however, that the Debtors can reduce
the principal amount of the New Senior Notes or New Convertible
Notes under certain circumstances and subject to certain
requirements through proceeds realized from:

  (i) a rights offering for certain unsecured creditors to
      acquire shares of stock in reorganized Spansion Inc.; or

(ii) the issuance of new debt securities or the incurrence of
      new funded debt.

If the proceeds of the Rights Offering or the New Spansion Debt
are sufficient and the Debtors are otherwise able to satisfy the
applicable requirements of the Plan, the Debtors intend to pay
the floating rate notes holders cash in lieu of issuing to them
the New Convertible Notes or the New Senior Notes.  The Debtors
relate that they require the services of Barclays Capital to act
as Underwriter or Arranger to facilitate the New Spansion Debt
and have signed a Mandate Letter outlining the terms of service.

Under the Mandate Letter, the Debtors would agree to pay certain
non-refundable fees and reimburse certain expenses.

A redacted version of the Mandate Letter is available for free
at http://bankrupt.com/misc/Spansion_MandateLetter.pdf

                   Ad Hoc Committee Objects

The Ad Hoc Committee of Convertible Noteholders, consisting of
certain holders of 2.25% Exchangeable Senior Subordinated
Debentures due 2016 issued by Spansion LLC, asserts that no legal
or factual basis exists to approve the Motion at this time.
According to the Ad Hoc Committee, approval of the Motion would
prejudice unsecured creditors, and particularly, the Convertible
Noteholders.

The Ad Hoc Committee avers that the Debtors' proposed "mandate"
to Barclays Capital Inc., would artificially and unjustifiably
limit the funds to be raised in any new loan facility by
Barclays.  Moreover, the Ad Hoc Committee maintains, the proposed
mandate letter with Barclays, which is an insider of the Debtors,
would give Barclays exclusivity as the sole Underwriter or
Arranger.

                         *     *     *

The Court authorized the Debtors to enter into the Mandate Letter
with Barclays Capital.  The objection filed by the Ad Hoc
Committee was overruled.

                        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: Proposes to Transfer Unit to Elpida
-------------------------------------------------
Spansion Inc. and its units seek the Court's authority to:

  (a) enter into a Business Unit Transfer Agreement, a New
      Memory Development and Support Agreement, and a New
      Memory Intellectual Property License Agreement, each with
      Elpida Memory, Inc.;

  (b) transfer certain assets to Elpida in connection with the
      agreements, free and clear of liens, claims and
      encumbrances; and

  (c) assume and assign to Elpida certain executory contracts
      and unexpired leases.

Prior to the Petition Date, Spansion International, Inc., one the
Debtors, established a business division based outside of Milan,
Italy, to develop certain memory technology different from the
Debtors' core NOR technology, solely on behalf of Spansion Inc.
The Debtors relate that while certain of the projects developed
by the Italian Research Division show promise, none has yet
reached the stage where it can be commercialized.

Michael R. Lastowski, Esq., at Duane Morris, LLP, in Wilmington,
Delaware, says both immediately before and after Petition Date,
the Debtors engaged in a thorough analysis of their various
product lines, business operations and opportunities.  Through
this analysis, the Debtors decided to narrow the focus of their
business operations primarily to the embedded NOR flash memory
market and certain select opportunities in the wireless NOR flash
memory market, Mr. Lastowski adds.  In light of this narrower
focus, the Debtors determined that the costs associated with the
Italian Research Division and its on-going efforts to develop
memory technology unrelated to the Debtors' core NOR business
could no longer be justified.

At the same time, Mr. Lastowski maintains, the Debtors recognized
that certain projects that the Italian Research Division has been
working on could eventually lead to technological breakthroughs
that could benefit the Debtors' future products and business
strategies or be profitable to third parties.  Consequently, Mr.
Lastowski avers, the Debtors were reluctant to simply shut down
the Italian Research Division and abandon entirely these
promising projects.  The Debtors determined that a sale of the
Italian Research Division's assets, including the technology that
it has developed to date, was unlikely to provide them with value
that was anywhere close to what they potentially could realize
from preserving some continuing interest in that technology and
other technology developed by the Italian Research Division.

The Debtors, therefore, believe that the ideal situation would be
for them to discontinue paying the full costs of the Italian
Research Division while still preserving their ownership of the
technology and intellectual property developed to date and
ensuring that they have an interest in the future developments to
that technology developed by a qualified licensee in the event
that it becomes valuable either to third parties or for the
Debtors' future business operations.

With these objectives in mind, the Debtors sought to identify
opportunities and potential transaction partners who might have
an interest in a collaborative relationship that would satisfy
these objectives.

The Debtors maintain that given the unique nature of both the
technology being developed as well as the transaction structure
that they envisioned, the pool of potential transaction partners
was extremely small.  Nonetheless, the Debtors note, Elpida
expressed an interest in pursuing that transaction.

After months of negotiation, the Debtors and Elpida have agreed
to a series of integrated transactions that satisfy the Debtors'
objectives.  Under the Elpida Transaction, the Debtors will
transfer certain assets and liabilities associated with the
Italian Research Division to Elpida thereby eliminating the costs
of maintaining that division.

The Debtors will also enter into the Development Agreement, under
which they will jointly develop certain new memory technologies
with Elpida.  The Debtors will enter into the License Agreement,
under which they will provide Elpida with a non-exclusive license
to certain of the Debtors' intellectual property rights and to
certain memory technologies, including the technology developed
by the Italian Research Division.  Under the License Agreement,
Elpida will (i) pay the Debtors certain royalties, (ii) grant the
Debtors a patent cross license as well as a license to
improvements to the technology developed by the Italian Research
Division, and (iii) agree to allocate manufacturing capacity for
any resulting products at favorable pricing to the Debtors.

The Debtors believe that the Elpida Transaction is in the best
interests of their estates and provides the greatest upside
potential of any realistic alternative that is available to
them.  In particular, the Debtors believe that the immediate and
future benefits of the Elpida Transaction greatly outweigh
whatever value they might realize from a straight sale of the
assets of the Italian Research Division or from retention of the
Italian Research Division in the absence of a partnering
relationship envisioned in the Elpida Transaction.  Moreover,
because of the unique nature of the Elpida Transaction and the
number of benefits it provides to the Debtors, the Debtors seek
authority to proceed with the Elpida Transaction without engaging
in any competitive bid process.

                        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: Silver Lake Backstop Agreement Approved
-----------------------------------------------------
Spansion Inc. and its units obtained the Court's approval to enter
into a backstop rights purchase agreement with Silver Lake Sumeru,
L.P. and its affiliates.

Under their proposed plan of reorganization, the Debtors have the
option to conduct a rights offering under which certain unsecured
creditors can acquire new common stock of Reorganized Spansion
Inc., and incur additional debt, the proceeds of which the
Debtors can use to reduce the principal amount of the New Senior
Notes and the New Convertible Notes.

Silver Lake has informed the Debtors that it has sufficient
committed capital from its limited partners to perform the
$109,375,000 backstop commitment.

In consideration for the Backstop Commitment, the Backstop Party
will receive a fee equal to $4,500,000, payable in cash on the
Effective Date assuming consummation of the Rights Offering.

In addition, whether or not the Rights Offering is consummated,
the Company will pay or reimburse the reasonable fees and expenses
of the Backstop Party.

                    Ad Hoc Committee Objects

The Ad Hoc Committee of Convertible Noteholders consisting of
certain holders of the 2.25% Exchangeable Senior Subordinated
Debentures due 2016 issued by Spansion LLC asserts that no
factual or legal basis exists for paying Silver Lake Sumeru L.P.
$3 million if the Debtors do not proceed with the rights
offering.  Similarly, without knowing how much of the rights
offering Silver Lake would end up taking, no basis exists for
paying Silver Lake $4.5 million if the rights offering is
consummated, the Ad Hoc Committee complains.

The Ad Hoc Committee avers that the proposed rights offering
should not be used to pay the floating rate notes as the Motion
suggests.  The Ad Hoc Committee says the Debtors have sufficient
debt capacity and cash on hand so as not to use proceeds from
equity rights offering to fund distributions to holders of FRNs.

Accordingly, the Ad Hoc Committee asks the Court to deny the
Motion in all respects.

                      *     *     *

Judge Carey authorized the Debtors to enter into the Backstop
Commitment and Backstop Rights Purchase Agreement.  The Court
also authorized the Debtors to pay the Backstop Fee, Expense
Reimbursement Fees and Termination Fee as administrative
expenses.

Judge Carey overruled the objection filed by the Ad Hoc
Committee.

                        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)


STAGE COACH: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Stage Coach Venture LLC
        2487 Gloucester Way
        Riverside, CA 92505

Bankruptcy Case No.: 10-10706

Chapter 11 Petition Date: January 11, 2010

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Thomas C. Nelson, Esq.
                  550 W C St, Ste 1850
                  San Diego, CA 92101
                  Tel: (619) 236-1245

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

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

According to the schedules, the Company has assets of $3,500,000,
and total debts of $2,970,224.

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/cacb10-10706.pdf

The petition was signed by Kevin A. Tucker, managing member of the
Company.


STALLION OILFIELD: Court Confirms Reorganization Plan
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Stallion Oilfield Services Ltd.'s Chapter 11 plan, paving the way
for the Company's exit from bankruptcy protection under the
control of its bondholders and unsecured lenders.

According to upstreamonline.com, the Company expects to exit from
Chapter 11 protection by Jan. 26, 2010.

According to a report by the Troubled Company Reporter in
November, pursuant to the Company's Disclosure Statement, the Plan
is based on a consensual deal with the Debtors' key stakeholders
and contemplates a significant de-leveraging of the Debtors'
balance sheets and a full recovery for holders of allowed general
unsecured claims, confirmation of the plan is expected to occur
over a relatively short timeframe.

The Debtors said that they agreed with the lenders and the holders
of the Stallion equity interests with respect to a consensual
restructuring on the terms set forth in the restructuring term
sheet, and formalized by the restructuring and lock-up agreement
dated Oct. 17, 2009.  The Debtors related that they received an
executed restructuring and lock-up agreement from holders of more
than:

   -- 90% of the senior secured claims;

   -- 74% of the bridge loan claims;

   -- 88% of the notes claims; and

   -- 68% of the Stallion equity interests, which ensures that the
      plan has sufficient support to satisfy the confirmation
      requirements under section 1129 of the Bankruptcy Code.

Under the plan, among other things, all holders of senior secured
claims, totaling $245.9 million, will receive either:

   -- its pro rata share of the (i) senior secured paydown of $25
      million cash and  (ii) $220.9 million in first priority
      senior secured debt pursuant to the amended and restated
      senior secured credit agreement; or

   -- payment in full, in cash in the event that the Reorganized
      Debtors enter into new financing.

Holders of unsecured debt comprising bridge loans aggregating
$259.3 million and unsecured notes aggregating $283.9 million will
receive 98% of the stock of reorganized Stallion Oilfield.

Holders of general unsecured claims that are not due and payable
by the plan's effective date, will receive payment in full in cash
of the unpaid portion of their allowed claim.

Holders of interests in Stallion Oilfied Holdings GP, LLC, will
receive 0.0002% of the new common stock, and warrants to purchase
additional stock.  Holders of existing stock in Stallion Oilfield
Holdings, Ltd., will receive 1.9998% of the new common stock, plus
warrants to purchase additional stock.

A full-text copy of the disclosure statement filed November 18,
2009, is available for free at

http://bankrupt.com/misc/StallionOilfield_DiscStatement_Nov18.pdf

A full-text copy of the Plan filed November 18, 2009, is available
for free at

     http://bankrupt.com/misc/StallionOilfield_Plan_Nov18.pdf

                      About Stallion Oilfield

Based in Houston, Texas, Stallion Oilfield Services Ltd. --
http://www.stallionoilfield.com/-- provides wellsite support
services and production & logistics services to the oilfield
with over 1,700 employees in 65 locations.  The Debtors deliver
products and services in the South Texas, Gulf Coast, Ark-La-
Tex, Ft. Worth Basin, Permian Basin, Mid-Continent, Alaska's
Prudhoe Bay, Rocky Mountain and Applachinian Basin regions as
well as to the global offshore industry.

The Company and its affiliates filed for Chapter 11 protection on
Oct. 19, 2009 (Bankr. D. Del. Lead Case No. 09-13562).  The
Debtors selected Jonathan S. Henes, Esq., and Chad J. Husnick,
Esq., at Kirkland & Ellis LLP, as counsel; Daniel J. DeFranceschi,
Esq., and Lee E. Kaufman, Esq., at Richards, Layton & Finger,
P.A., as co-counsel; John R. Castellano, Managing Director of AP
Services, LLC, as restructuring advisor; and Epiq Bankruptcy
Solutions, LLC as claims agent.

Stallion Oilfield listed both assets and debts between
$500 million and $1 billion in its petition.


STATION CASINOS: Creditors Balk at Bid to Pay $1-Bil. to Lenders
----------------------------------------------------------------
Daily Bankruptcy Review reports that creditors of Station Casinos
Inc. are fighting a deal in which the Company would pay nearly
$1 million in advisory fees incurred by a group of its lenders to
avoid a possible investigation in its bankruptcy case.

Meanwhile, Law360 reports that the committee of unsecured
creditors of Station Casinos Inc. has taken exception to a
stipulation between the debtors and a group of creditors that
would erase the need for an examiner, calling the agreement an
"unreasonable" drain on estate assets.

                       About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STATLER TOWERS: Trustee Shuts Down Towers After Sale Failed
-----------------------------------------------------------
Matt Glynn at the Buffalo News reports that trustee Morris Horwitz
forced to shut down Statler Towers after New Buffalo Statler
Development failed to complete a $1.3 million purchase at an
auction in August last year.


STERLING LORO: Voluntary Chapter 11 Case Summary
------------------------------------------------
Joint Debtors: Sterling J. Loro
                 dba Natalex International Corporation
               Michelle I. Loro
                 dba Natalex International Corporation
               83 Reservoir Road
               Los Gatos, CA 95030

Bankruptcy Case No.: 10-50096

Chapter 11 Petition Date: January 6, 2010

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

Debtors' Counsel: Scott J. Sagaria, Esq.
                  Law Offices of Scott J. Sagaria
                  333 W San Carlos St. #1625
                  San Jose, CA 95110
                  Tel: (408) 279-2288
                  Email: sjsagaria@sagarialaw.com

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

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

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

The petition was signed by the Joint Debtors.


STERLING MINING: Wants Solicitation Period Extended Until May 31
----------------------------------------------------------------
Sterling Mining Company asks the U.S. Bankruptcy Court for the
District of Idaho to extend the period to obtain acceptances of
the plan of reorganization until May 31, 2010.

As reported in the Troubled Company Reporter on December 8, 2009,
the Court has set a January 5 hearing to consider confirmation of
the Plan.

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.  The company has a
long term lease on the Sunshine Mine in North Idaho's Coeur
d'Alene Mining District.  The Sunshine Mine is comprised of 5,930
patented and unpatented acres, and historically produced over
360 million ounces of silver from 1884 until its closure in early
2001.  Sterling Mining leased the Sunshine Mine in June 2003,
along with a mill, extensive mining infrastructure and equipment,
a large land package, and a database encompassing a long history
of exploration, development and production.

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 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.


STONE ENERGY: Moody's Assigns 'Caa1' Rating on New Senior Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 (LGD 4, 61%) rating to
Stone Energy Corp.'s new senior unsecured notes offering.  At the
same time, Moody's changed Stone's outlook to positive from stable
and upgraded Stone's Speculative Grade Liquidity Rating to SGL-2
from SGL-3.  Moody's also affirmed Stone's B3 Corporate Family
Rating and B3 Probability of Default Rating.

The proceeds from the new $250 million new senior unsecured notes
offering will be used to fund the tender of the company's existing
$200 million 8.25% senior subordinated notes as well as general
corporate purposes.  The addition of the senior unsecured notes
combined with the $405 million senior secured credit facility
result in greater senior debt in the capital structure relative to
the subordinated notes.  Under Moody's Loss Given Default
Methodology, the remaining subordinated notes are being double-
notched from the CFR to Caa2 (LGD 5, 89%) from Caa1 (LGD 4, 62%).
The ratings on the 8.25% senior subordinated notes will be
withdrawn at close of the tender.

The positive outlook reflects the company's progress in lowering
its debt levels and significantly improving its liquidity
position, which puts Stone in a position to return its focus to
reserves and production growth.  For most of 2009, Stone primarily
focused on strengthening its liquidity and improving its financial
flexibility as commodity prices (particularly natural gas) and
credit markets tightened.  Through a combination of cash on hand,
unwinding in-the-money hedges, an equity offering, and cutting its
capital spending to less than cash flow, Stone reduced its debt by
$250 million over the last year.  These actions resulted in lower
leverage on its production and reserves from their peak in the
third quarter of 2009 and compares favorably to similarly rated
peers.

This financial improvement enables Stone to put more capital into
its property base and provides more opportunity to grow its
reserves and production.  The company is expected to be more
active in its Marcellus acreage position which if successful,
would provide the company with a good source of diversification
from its Gulf of Mexico concentration.  In addition, Stone's
strategy in retaining smaller interests in its deepwater and deep
shelf GOM prospects could also help with diversification from the
GOM shelf, which is expected to remain relatively flat going
forward.

Although the capital rationing and hurricane mitigation were
important objectives, they took away from Stone's ability to
invest in and develop its property base.  Because of this, Moody's
believes Stone is not likely to have invested sufficient capital
to replace its production in 2009.  While the company did manage
to bring hurricane related shut-in production back on-line and
bring its Amberjack production on stream, organic reserve
replacement is expected to be weak for the second year in a row
(though the Bois d'Arc acquisition resulted in reserves initially
doubling in 2008).  This is likely to result in the company's
finding and development costs remaining on the high end for the
peer group.  In addition, due to the change in SEC reporting for
reserves which now uses average prices for the year, Stone (like
other E&P companies with significant natural gas reserves) will be
exposed to reserve revisions due to a lower natural gas price for
2009.

In order to achieve an upgrade, Stone will need to clearly
demonstrate that its capital productivity has improved.  Evidence
of that would be that its capital spending program results in
reserves replacement through the drillbit at significantly
improved F&D costs.  In addition, the company must demonstrate
sequential quarterly production gains while its leverage continues
to improve from current levels.  While this production growth may
not occur until late in 2010 given that the Marcellus, deepwater
and deep shelf GOM properties are still in their early stages, the
positive outlook signals that this could occur within the next 12
to 18 months.

The affirmation of the B3 CFR reflects the company's improvement
in its leverage and liquidity profile, along with its increasing
focus on oil, which should help improve cash margins and protect
against some the more challenging fundamentals of natural gas.
The company's use of hedging also provides some stability of its
expected cash flows and therefore an element of support for its
capital spending plans for 2010.

The B3 also reflects Stone's relatively modest scale compared to
several years ago, its still high cost structure (over $60/boe)
which is around the average for similar rate peers, and a couple
of years of very weak capital productivity evidenced by rising
reserve replacement costs and low organic reserve replacement.
All of these metrics currently fall into the B3/Caa ranges.

The B3 also reflects the current concentration in the Gulf of
Mexico shelf, which has been exposed to hurricane interruptions
over the past several years.  While the company has spent
significant time and capital to mitigate hurricane risk, some if
its production is still at risk of future hurricane activity.

The SGL-2 rating considers Stone's cash balances, the plan to
spend within cash flow over the next four quarters (barring any
acquisitions), and more than $200 million of availability under
the secured credit facility.  In addition, Moody's anticipates
that Stone will have ample room under the maintenance covenants
under its senior secured revolving credit facility which should
ensure accessibility over ensuing four quarters.  The SGL-2 is
tempered by the exposure of the borrowing base to re-
determinations in the event of weaker natural gas prices, and the
inherent volatility of commodity prices and possible production
disruptions that would impact cashflows.

The last rating action on Stone was on May 1, 2008 when Moody's
affirmed the B3 CFR following the acquisition of Bois d'Arc
Energy, Inc.

Stone Energy Corporation is headquartered in Lafayette, LA, is an
independent oil and gas company engaged in the acquisition and
subsequent exploration, development, operation and production of
oil and gas properties located in the conventional shelf of the
GOM, the deep shelf of the GOM, the deepwater of the GOM, and the
Appalachian region.


STONE ENERGY: S&P Assigns 'BB-' Rating on $250 Mil. Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
unsecured rating to Stone Energy Corp.'s proposed $250 million
senior unsecured notes due 2017, two notches above the corporate
credit rating on the company.  S&P assigned a '1' recovery rating
to this debt, indicating expectations of very high (90% to 100%)
recovery in the event of a payment default.  S&P also lowered the
issue-level rating on the outstanding $200 million senior
subordinated notes to 'CCC+' (two notches below the corporate
credit rating) from 'B', and lowered the recovery rating on those
notes to '6', indicating the expectation of negligible recovery
(0% to 10%), from '3'.

Lafayette, La.-based Stone plans to use the proceeds from the
notes offering to refinance its 8.25% senior subordinated notes
due 2011 and repay a portion of the outstanding borrowings under
its revolving credit facility.

"The 'B' corporate credit and other ratings on Stone reflect
expectations of weak commodity prices and a small reserve base
that is highly concentrated in the mature U.S. Gulf of Mexico
shelf region, which requires significant reinvestment to maintain
production levels," said Standard & Poor's credit analyst Kenneth
Cox.

Stone had 519 billion cubic feet equivalent of proved oil and gas
reserves at year-end 2008 (of which 58% were natural gas and 77%
were classified as proved developed).  Stone's reserves and
producing wells are currently concentrated in the high-risk Gulf
of Mexico shelf region.  Stone also has multiple leases in
deepwater Gulf of Mexico and a growing undeveloped acreage
position in Appalachia from which it could generate future
reserves and production growth.

The outlook is stable.  Standard & Poor's Ratings Services could
take a negative ratings action if liquidity tightens considerably,
or if excessive capital spending in a protracted low commodity
price environment adversely affects Stone's cash flow, such that
debt leverage exceeds the 4x range (note that S&P's debt leverage
includes significant adjustments for asset retirement obligations
and is not comparable to the covenant definition).  In addition,
S&P could take a negative ratings action if production is weaker
than expected and the company's cost structure remains elevated.

Despite an improved financial risk profile, S&P thinks positive
rating actions are unlikely in the near term given S&P's current
view of the company's business risk profile, specifically
regarding the company's relatively small scale of operations, its
high current geographic concentration in the U.S. Gulf of Mexico
shelf region, and short reserve life.


SUMI PRINTING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sumi Printing and Blinding, Inc.
          dba SUMI Office Services
        351 E. Walnut Street
        Carson, CA 90746

Bankruptcy Case No.: 10-10458

Chapter 11 Petition Date: January 6, 2010

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: Dennis E. Mcgoldrick, Esq.
                  350 S Crenshaw Blvd Ste A207B
                  Torrance, CA 90503
                  Tel: (310) 328-1001
                  Email: dmcgoldricklaw@yahoo.com

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

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

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

            http://bankrupt.com/misc/cacb10-10458.pdf

The petition was signed by Ronald Sumi, chief executive officer of
the Company.


SUNDOWN HILLS: Asks for Court's Permission to Use Cash Collateral
-----------------------------------------------------------------
Sundown Hills LLC has sought authority from the Hon. Mary Grace
Diehl of the U.S. Bankruptcy Court for the Northern District of
Georgia to use Textron Financial Corporation's cash collateral.

Prior to the Petition Date, Textron Financial and the Debtor were
parties to a secured loan, Security Agreement, and other
instruments and documents, each dated December 20, 2006, regarding
a promissory note in the original principal amount of
$11,309,144.62.  As security for the repayment of the amounts
advanced under the Loan, the Debtor granted to Textron Financial a
lien on substantially all of its assets.  As of the Petition Date,
the approximate principal balance due on the indebtedness owing to
Textron was $12,041,495.23, excluding accrued interest, legal
fees, expenses, fees and costs.

Dorna Jenkins Taylor, Esq., at Taylor & Associates LLC, the
attorney for the Debtors, explains that the Debtor needs the money
to fund its Chapter 11 case, pay suppliers and other parties.  The
Debtor seeks the Court's permission to use the reminder of the
cash to pay future necessary operating expenses as they come due
on a monthly basis, and to deposit cash collateral directly into
the Debtor In Possession account to facilitate the relief
requested in this motion.  Of the necessary operating expenses,
$15,000, representing employee post petition payroll and
utilities, is immediately due.  An additional estimated $25,000 of
necessary operating expenses is projected to come due each month.

The Debtor seeks entry of an interim order granting lien claims
and adequate protection to Textron Financial.

The Court will hold a hearing on the Debtor's motion for interim
order authorizing use of cash collateral on January 14, 2010, at
10:40 a.m.

Tucker, Georgia-based Sundown Hills LLC filed for Chapter 11
bankruptcy protection on January 5, 2010 (Bankr. N.D. Ga. Case No.
10-60431).  Dorna Jenkins Taylor, Esq., who has an office in
Atlanta, Georgia, 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.


SUNDOWN HILLS: Files List of 20 Largest Unsecured Creditors
-----------------------------------------------------------
Sundown Hills LLC filed with the U.S. Bankruptcy Court for the
Northern District of Georgia a list of its 20 largest unsecured
creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/ganb10-60431.pdf

Tucker, Georgia-based Sundown Hills LLC filed for Chapter 11
bankruptcy protection on January 5, 2010 (Bankr. N.D. Ga. Case No.
10-60431).  Dorna Jenkins Taylor, Esq., who has an office in
Atlanta, Georgia, 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.


SUNDOWN HILLS: Sec. 341 Creditors Meeting Set for Feb. 11
---------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of Sundown
Hills LLC's creditors on February 11, 2010, at 2:00 p.m. at Third
Floor - Room 362, Russell Federal Building, 75 Spring Street, SW,
Atlanta, GA 30303.

This is the first meeting of creditors required under Section
341(a) of the U.S. 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.

Tucker, Georgia-based Sundown Hills LLC filed for Chapter 11
bankruptcy protection on January 5, 2010 (Bankr. N.D. Ga. Case No.
10-60431).  Dorna Jenkins Taylor, Esq., who has an office in
Atlanta, Georgia, 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.


SUNGARD DATA: Fitch Gives Stable Outlook; Affirms 'B' Rating
------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook on SunGard Data
Systems Inc. to Stable from Negative and affirmed these ratings:

  -- Issuer Default Rating at 'B';

  -- $4.7 billion senior secured term loan due 2014 and 2016 at
     'BB-/RR2';

  -- $829 million senior secured revolving credit facility due
     2011 and 2013 at 'BB-/RR2';

  -- $250 million 4.875% senior notes due 2014 at 'B/RR4';

  -- $1.6 billion 9.125% senior unsecured notes due 2013 at 'B-
     /RR5';

  -- $500 million 10.625% senior unsecured notes due 2015 at 'B-
     /RR5';

  -- $1.0 billion 10.25% senior subordinated notes due 2015 at
     'CCC/RR6'.

The Stable Outlook reflects these considerations:

  -- An improved operating environment for the financial services
     industry relative to early 2009.  As a result, Fitch no
     longer anticipates significant near-term industry
     consolidation and customer attrition, providing increased
     stability to the SunGard's Financial Systems revenue
     base.

  -- Fitch's expectations that SunGard's operating results for
     2009 will be meaningfully better than previously anticipated.
     Year-to date organic (ex. acquisitions, currency impact, and
     the volatile broker-dealer business) top-line declines in the
     mid-single digits are lower than Fitch's expectation of high
     single digit declines.  Additionally, EBITDA margins should
     remain stable, versus Fitch's expectations for a moderate
     decline, as increased pricing pressures have been largely
     offset by cost reductions and richer business mix and.

  -- Stronger than anticipated credit metrics, due to better than
     expected EBITDA as well as repayments of borrowings on the
     RCF.  Fitch estimates that total leverage (total debt/LTM
     EBITDA) was 5.6 times at Sept. 30, 2009, versus previous
     expectations that leverage could increase to above 6x in
     2009.  Interest coverage (LTM EBITDA/LTM interest expense)
     was 2.3x at Sept. 30, 2009, down from 2.5x at Dec. 31, 2008,
     given increased interest expense associated with the
     company's recently amended-and-extended term loan facility,
     but above Fitch's expectations.

The ratings reflect these:

  -- Fitch's view that despite a stabilized operating environment,
     near-term top-line growth will be limited by constrained IT
     budgets and pressured demand as consumers look to reduce
     costs.  At the same time, material organic revenue declines
     are not expected, although Fitch believes it will be
     difficult for SunGard to generate organic revenue growth in
     2010 that will offset the previously announced loss of its
     largest broker-dealer customer (approximately 7% of total LTM
     revenue).  Fitch anticipates EBITDA to be flat, as the lower-
     margin broker dealer revenue is partially offset by
     incremental higher margin-revenue.

  -- Expectations that leverage will remain largely unchanged over
     the near term.  Fitch does not anticipate a material change
     in debt, given lack of near term maturities and expectations
     that free cash flow of approximately $300 million is more
     likely to be used for acquisitions.  Fitch expects SunGard to
     continue being an active acquirer to augment low organic
     growth in 2010.  Current ratings incorporate moderate
     acquisition activity funded with RCF borrowings, with the
     assumption that free cash flow would be used to repay the
     debt in subsequent quarters.

Positive ratings actions could result if there are further
indications that stabilization of the operating environment will
drive organic growth in 2010 without a meaningful acceleration in
the rate of operating margin declines.

Negative ratings actions could occur if there is a significant
increase in debt from current levels to finance acquisitions,
driving a significant deterioration of credit metrics.

The ratings continue to be supported by SunGard's:

  -- Strong recurring revenue profile supported by longer-term
     contracts and significant switching costs;

  -- Consistent free cash flow;

  -- Leading positions in each of its businesses due to its
     significant scale and product breadth; and

  -- Well-diversified customer portfolio.

Ratings concerns continue to center on:

  -- Fitch's expectations that SunGard's debt levels and debt
     service requirements will remain significant over the
     intermediate term;

  -- Ongoing operating EBITDA margin erosion, due mainly to
     aggressive pricing related to retaining long-term customer
     contracts, as well as ongoing acquisitions;

  -- Significant exposure to and longer-term uncertainty around
     the size and structure of the financial services industry;
     and

  -- Integration risks associated with Fitch's belief that the
     company will continue its historical bias toward augmenting
     mature organic revenue growth rates with acquisitions.

Total debt at Sept. 30, 2009, was $8.3 billion and consisted
primarily of: 1) $4.7 billion of senior secured term loans, of
which approximately $2 billion expires 2014 and $2.7 billion
expires 2016; 2) $259 million outstanding under the company's on-
balance-sheet accounts receivable securitization facility, which
matures in March 2012; 3) approximately $233 million of 4.875%
senior notes due 2014 ($250 million at maturity), which were
originally unsecured when issued in 2004 but which became secured
by real property in the leveraged buyout; 4) $1.6 billion of
9.125% senior unsecured notes due 2013; 5) approximately
$495 million of 10.625% senior unsecured notes due 2015
($500 million at maturity); and 6) $1 billion of 10.25% senior
subordinated notes due 2015.

As of Sept. 30, 2009, Fitch believes SunGard's current liquidity
position was sufficient, given the company's minimal near-term
debt service needs.  Liquidity consisted of $479 million of cash
(approximately half of which is located outside the U.S.) and
approximately $808 million available under its $829 million RCF
(net of $21 million letters of credit outstanding), of which
$249 million expires 2011 and $580 million expires 2013.
Liquidity is also supported by annual free cash flow, which Fitch
expects will be at least $300 million in 2010, given expectations
for flat operating profit.

SunGard's recovery ratings reflect Fitch's belief that the company
would be reorganized rather than liquidated in a bankruptcy
scenario, given Fitch's estimates that the company's ongoing
concern value is significantly higher than its projected
liquidation value, due mostly to the significant value associated
with SunGard's intangible assets.  In estimating ongoing concern
value, Fitch applies a valuation multiple of 5x to the company's
discounted EBITDA.  Fitch discounts SunGard's normalized operating
EBITDA by 25%, approximately corresponding to the EBITDA level
that would breach the company's leverage covenant in the secured
credit agreement.

After reductions for administrative and cooperative claims, Fitch
arrives at an adjusted reorganization value of approximately
$5 billion.  Based upon these assumptions, the senior secured
debt, including $829 million revolving credit and $4.7 billion of
term loan facilities recover approximately 71%-90%, resulting in
'RR2' ratings for both tranches of debt.  The senior notes' 'RR4'
recovery rating reflects the partial security these notes received
during the LBO process and Fitch's belief that the secured bank
debt is in a superior position due to its right to the company's
intellectual property.  The 'RR5' recovery rating for the
$2.1 billion senior unsecured debt reflects Fitch's estimate that
11%-30% recovery is reasonable, while the 'RR6' recovery rating
for the $1 billion of subordinated debt reflects Fitch's belief
that negligible recovery would be achievable due to its deep
subordination to other securities in the capital structure.


TEMPE LAND: To Sell Centerpoint Condominiums in April 2010
----------------------------------------------------------
Amy Wolff Sorter at GlobeSt.com reports that Tempe Land Co. placed
its 275-unit Centerpoint Condominiums for auction in April 2010.

Headquartered in Tempe, Arizona, Tempe Land Company LLC is a
condominium developer.  The Company filed for Chapter 11
protection on December 5, 2008 (Bankr. D. Ariz. Case No.
08-17587).  David WM Engelman, Esq., at Engelman Berger, P.C.,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed both
assets and debts between $100 million and $500 million.


THOMAS E NICKERSON: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Thomas E. Nickerson, Jr., filed with the U.S. Bankruptcy Court for
the Southern District of Florida his schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                $5,060,000
  B. Personal Property            $3,753,047
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                $3,202,496
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $420,320
                                 -----------      -----------
        TOTAL                     $8,813,047        $3,622,816

Palm City, Florida-based Thomas E. Nickerson, Jr., dba Martin
County Marina, filed for Chapter 11 bankruptcy protection on
November 30, 2009 (Bankr. S.D. Fla. Case No. 09-36481).  Brad
Culverhouse, Esq., at Brad Culverhouse Attorney At Law assists the
Debtor in his restructuring effort.  The Debtor listed $10,000,001
to $50,000,000 in assets and $1,000,001 to $10,000,000 in
liabilities.


TIMOTHY RAY WRIGHT: Wants Access to Rental Revenue to Pay Repairs
-----------------------------------------------------------------
Timothy Ray Wright asks the U.S. Bankruptcy Court for the District
of Arizona for authorization to use and surcharge the monthly
rental revenue from each of the properties to pay for the repairs
and maintenance of approximately 240 units of rental housing
located in Maricopa County, Arizona.

The Debtor relates that numerous secured creditors claim liens on
its assets totaling $40,000,000, with a fair market value
estimated at $35,000,000.

The secured creditors claim the rental revenue generated by the
Debtor's postpetition rental activities.

As adequate protection for any diminution in value of the secured
creditors' collateral, the Debtor adds that the secured creditors
will be adequately protected by:

   1. the Debtor's and the Companies' continuation and
      preservation of the on-going concern value of the business.

   2. the equity cushion in many of the Debtor's real properties
      and the absence of any blanket liens.

   3. the replacement lien in the Debtor's postpetition rents on
      the same assets and in the same order of priority as
      currently exists between the DIP and each secured creditor.

Phoenix, Arizona-based Timothy Ray Wright -- dba Timothy R. Wright
and Timothy Wright -- filed for Chapter 11 bankruptcy protection
on December 14, 2009 (Bankr. D. Ariz. Case No. 09-32244).  Howard
C. Meyers, Esq., at Burch & Cracchiolo, P.A., assists the Company
in its restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


TIMOTHY RAY WRIGHT: Files Schedules of Assets and Liabilities
-------------------------------------------------------------
Timothy Ray Wright filed with the U.S. Bankruptcy Court for the
District of Arizona its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $36,391,900
  B. Personal Property            $1,086,588
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $43,219,529
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $214,218
                                 -----------      -----------
        TOTAL                    $37,478,488       $43,433,747

Phoenix, Arizona-based Timothy Ray Wright -- dba Timothy R. Wright
and Timothy Wright -- filed for Chapter 11 bankruptcy protection
on December 14, 2009 (Bankr. D. Ariz. Case No. 09-32244).  Howard
C. Meyers, Esq., at Burch & Cracchiolo, P.A., 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.


TLC VISION: U.S. Trustee Appoints 3-Member Creditors Committee
--------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, appointed
three members to the official committee of unsecured creditors in
the Chapter 11 cases of TLC Vision (USA) Corporation and its
debtor-affiliates.

The Creditors Committee members are:

1. Lindsay T. Atwood
   9486 S. Wasatch View Circle
   South Jordan, UT 84095
   Tel: (801) 566-0379
   Fax: (877) 566-2069

2. Steven R. Rasche
   12442 Cinema Lane
   St. Louis, MO 63127
   Tel: (314) 342-3348
   Fax: (314) 241-2278

3. AMO Sales and Service, Inc.
   Attn: Craig Virgil
   1700 E. St. Andrew Place
   Santa Ana, CA 92705
   Tel: (714) 247-8465
   Fax: (714) 247-8679

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

TLCVision -- http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.

TLC Vision (USA) Corporation, and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473).  The petition says assets and debts are
$100 million to $500 million.

The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP.  The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.  Epiq Bankruptcy Solutions is claims and
notice agent.


TLC VISION: Section 341(a) Meeting Scheduled for January 28
-----------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, will
convene a meeting of creditors in TLC Vision (USA) Corporation and
its debtor-affiliates' Chapter 11 cases on January 28, 2010, at
10:00 a.m.  The meeting will be held at J. Caleb Boggs Federal
Building, 2nd Floor, Room 2112, Wilmington, Delaware.

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.

TLCVision -- http://www.tlcvision.com/-- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care. Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.

TLC Vision (USA) Corporation, and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473).  The petition says assets and debts are
$100 million to $500 million.

The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP.  The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.  Epiq Bankruptcy Solutions is claims and
notice agent.


TONJA LYNN DEMOFF: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Tonja Lynn Demoff
        220 Disney
        Sedona, AZ 86336

Bankruptcy Case No.: 10-00303

Chapter 11 Petition Date: January 6, 2010

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

Debtor's Counsel: Pernell W. Mcguire, Esq.
                  Mcguire Gardner, PLLC
                  320 N. Leroux, Suite A
                  Flagstaff, AZ 86001
                  Tel: (928) 779-1173
                  Fax: (928) 779-1175
                  Email: pmcguire@mcguiregardner.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
14 largest unsecured creditors, is available for free at:

                 http://bankrupt.com/misc/azb10-00303.pdf

The petition was signed by Tonja Lynn Demoff.


TOYS "R" US: Reports December 2009 Comparable Store Sales
---------------------------------------------------------
Toys "R" Us, Inc., said for the month of December, the Toys"R"Us,
Inc. Domestic division reported a comparable store sales increase
of 4.6%, while the International division reported a comparable
store sales increase of 1.1%.

"We are very pleased with our December results, which reflect the
successful execution of our overall strategy for the holiday
selling period," said Jerry Storch, Chairman and CEO, Toys"R"Us,
Inc. "This strategy focused on our breadth of product assortment,
including the hottest toys, a commitment to quality products,
providing good value, and offering expert service. Our toy
authority position was clear, as consumers turned to us in
increasing numbers for their toy buying needs this holiday
season."

This marks the fourth consecutive year the company has delivered
positive December results in its Domestic division. Domestic sales
trends were relatively similar across all regions of the country.
International results varied by country, with relative strength in
the U.K. and Canada offset by declines primarily in Japan.

The Domestic division comparable store sales for the nine-week
2009 holiday selling season increased by 3.9%, while for the
International division, comparable store sales during the nine-
week holiday season decreased by 0.7%. In both cases, the
traditional toy categories were relatively strong, while video
game systems and related products were relatively weak.

Mr. Storch added, "We are energized by these results. Taken in
combination with the continuing good performance of our toy and
baby integration strategy, we look forward to the future and the
many opportunities that lie ahead as we continue to position the
company for long-term growth."

The month of December refers to the five-week period from
November 29, 2009 to January 2, 2010, as compared to the five-week
period from November 30, 2008 to January 3, 2009.  The holiday
selling season refers to the nine-week period from November 1,
2009 to January 2, 2010, as compared to the nine-week period from
November 2, 2008 to January 3, 2009.

                         About Toys "R" Us

Toys "R" Us, Inc., is a specialty retailer of toy and baby
products.  It currently sells merchandise in more than 1,550
stores, including 849 Toys"R"Us and Babies"R"Us stores in the
United States, and more than 700 international stores in 33
countries, consisting of both licensed and franchised stores.  In
addition, it sells extraordinary toys in two FAO Schwarz stores in
the United States.  It also operates e-commerce sites including
Toysrus.com, Babiesrus.com, eToys.com, FAO.com and
babyuniverse.com, and ePregnancy.com, an online resource for
parents.  Headquartered in Wayne, NJ, Toys"R"Us employs nearly
70,000 associates worldwide.

At October 31, 2009, the Company had $9.3 billion in total assets
against total current liabilities of $2.9 billion, long-term debt
of $5.8 billion, deferred tax liabilities of $55 million, deferred
rent liabilities of $273 million, and other non-current
liabilities of $377 million.  At October 31, the Company had
stockholders' deficit of $254 million.

                           *     *     *

The Company carries a 'B2' probability of default rating from
Moody's, "B" issuer credit ratings from Standard & Poor's, and
"B-" long term issuer default rating from Fitch.


TRUDY CORPORATION: Incurs $201,883 Net Loss in June 30 Quarter
--------------------------------------------------------------
Trudy Corporation reported a net loss of $201,883 on net sales of
$1,111,674 for the three month period ended June 30, 2009,
compared to a net loss of $218,556 on net sales of $1,539,284 for
the same period last year.

At June 30, 2009, the Company's balance sheets showed $4,231,268
in total assets and $5,766,222 in total liabilities, resulting in
a $1,534,954 shareholders' deficit.

The Company's balance sheets at June 30, 2009, also showed
strained liquidity with $3,079,832 in total current assets
available to pay $5,766,222 in total current liabilities.

A full-text copy of the Company's Form 10-Q is available at no
charge at http://researcharchives.com/t/s?4d44

Trudy Corporation (OTC: TRDY) publishes educational story books,
read along audiobooks and plush toy manipulatives under licenses
with the Smithsonian Institution, American Veterinary Medical
Association and the African Wildlife Foundation.  It also holds
"edutainment" novelty book and audiobook licenses with Disney
Publishing Worldwide, Inc, and Sesame Workshop.


TXCO RESOURCES: Anadarko & Newfield Team Up to Bid for Assets
-------------------------------------------------------------
TXCO Resources Inc. is presenting to the Bankruptcy Court a new
contract where it will sell most of its assets to Anadarko
Petroleum Corp. and Newfield Exploration Co.

Prior to the iteration of the structure of the sale, Newfield was
the stalking horse bidder with its $233 million offer.  Anadarko
later beat out Newfield with a higher offer.

The team-up by Anadarko and Newfield is offering the lesser of the
total claims of creditors or $310 million.

According to a regulatory filing, on January 11, 2010, TXCO
Resources and its subsidiaries entered into a definitive Purchase
and Sale Agreement to sell a substantial portion of TXCO's assets
to Newfield Exploration Company and Anadarko E&P Company LP for
total consideration of the lesser of (i) the sum of the amounts
sufficient to (a) repay TXCO's lenders, (b) pay all other
creditors of TXCO in full, including interest thereon, and (c) pay
any cure amounts of executory contracts to be assumed by
Purchasers (other than certain of Anadarko's claims which will be
waived at closing), or (ii) $310 million in cash, subject to
customary purchase price adjustments.  Additionally, Newfield has
agreed to irrevocably subordinate the rights it has as the holder
of claims and interests relating to preferred stock of TXCO for
which a notice of redemption was sent to TXCO prior to the filing
of TXCO's bankruptcy petition, including rights to payments,
recoveries or proceeds to which Newfield or its affiliates may be
entitled thereunder, to the rights of the holders of preferred
stock of TXCO which did not deliver a notice of redemption to TXCO
prior to the filing of TXCO's bankruptcy petition.  Newfield has
further agreed to subordinate up to $10,000,000 of its claim and
interests in and to such preferred stock to the rights of holders
of TXCO's common stock to receive distribution under TXCO's plan
of reorganization.

The sale is expected to close as early as January 29, 2010, but
the economic effective date of the sale will be January 1, 2010.
The respective portion of the assets covered by the Agreement to
be acquired by Newfield and Anadarko, respectively, will be
designated by Purchasers prior to the closing.

Under the terms of the Agreement, certain assets are excluded from
the assets being purchased by Purchasers and will be retained by
TXCO, including, among others, TXCO's drilling rigs, offshore
properties, Oklahoma properties, non-operated properties within
the Williston Basin, non-operated properties in south Texas
outside of Maverick, LaSalle, Zavala and Dimmit Counties, and its
interests in the "Dexter Waterflood Unit", the "Forrest WM B1U"
and the "Vinton Dome."

TXCO previously entered into a definitive Purchase and Sale
Agreement on November 6, 2009, to sell the same assets covered by
the Agreement to Newfield Exploration Company for total
consideration of $223 million.  Subsequently, TXCO entered into a
definitive Purchase and Sale Agreement on December 31, 2009, to
sell the same assets covered by the Agreement to Anadarko E&P
Company LP for total consideration equal to the lesser of
(i) $1 million more than the sum of the amounts sufficient to (a)
repay TXCO's lenders, (b) pay all other creditors of TXCO in full,
including interest thereon, and (c) pay any cure amounts of
executory contracts that were to be assumed by Anadarko (other
than certain of Anadarko's claims which were to be waived at
closing), or (ii) $310 million in cash, subject to customary
purchase price adjustments.

The board of directors of TXCO has determined that the New
Newfield/Anadarko Agreement constitutes a superior proposal to
both the Newfield PSA and the Anadarko PSA.  Accordingly, TXCO
intends to seek the entry of an order of the Bankruptcy Court
authorizing the transactions contemplated by the Agreement.  If
the Bankruptcy Court authorizes the transactions contemplated by
the Agreement, the Newfield PSA and the Anadarko PSA will be
terminated.

TXCO has agreed not to solicit proposals relating to alternative
acquisition transactions or to engage in negotiations or
discussions with any person who makes an unsolicited acquisition
proposal (including providing access to non-public information to
persons that have made an unsolicited acquisition proposal).

The Agreement also contains certain termination rights for each of
Purchasers and TXCO, including, among others, Purchasers' right to
terminate (i) if the Bankruptcy Court has not entered an order on
or before January 31, 2010 authorizing the sale of the assets to
Purchasers, and (ii) if an order of the Bankruptcy Court
authorizing the sale of the assets to Purchasers is not final by
February 15, 2010.

A copy of the Agreement filed with the Securities and Exchange
Commission is available at http://researcharchives.com/t/s?4d57

                       The Chapter 11 Plan

TXCO's currently proposed Plan of Reorganization contemplated the
potential submission of superior proposals to those contained in
the Newfield PSA and the Anadarko PSA, and TXCO intends to file a
proposed amended plan of reorganization, to the extent necessary,
incorporating the terms of the Agreement with the Bankruptcy
Court. Depending on the proceeds, if any, ultimately received in
respect of the assets which will not be transferred to Purchasers
pursuant to the Agreement, the Company anticipates that holders of
the Company's preferred and common equity securities may receive
some cash or other property in respect of such securities, but the
amount of cash or other property that may ultimately be received
by the holders of the Company's common equity securities would be
limited to $10,000,000 in the aggregate.   The Company anticipates
that all of its outstanding equity securities will be cancelled
under the plan of reorganization.

                       About TXCO Resources

TXCO Resources Inc. is an independent oil and natural gas
enterprise with interests in the Maverick Basin of Southwest
Texas, the Fort Trinidad area of East Texas, the onshore Gulf
Coast region and the Marfa Basin of Texas, the Midcontinent region
of Western Oklahoma and willow Gulf of Mexico waters.  The
Company's business strategy is to acquire undeveloped mineral
interests and internally develop a multi-year drilling inventory
through the use of advanced technologies, such as 3-D seismic and
horizontal drilling.  The Company accounts for its oil and natural
gas operations under the successful efforts method of accounting
and trade its common stock under the symbol "TXCOQ.pk."

The Company and its subsidiaries filed for Chapter 11 protection
on May 17, 2009 (Bankr. W.D. Tex. Case No. 09-51807).  The Debtors
hired Deborah D. Williamson, Esq., and Lindsey D. Graham, Esq., at
Cox Smith Matthews Incorporated, as general restructuring counsel;
Fulbright and Jaworski, L.L.P., as corporate counsel & conflicts
counsel; Albert S. Conly as chief restructuring officer and FTI
Consulting Inc. as financial advisor; Goldman, Sachs & Co. as
financial advisor for assets sale; Global Hunter Securities, LLC,
as financial advisors and investment bankers; and Administar
Services Group LLC as claims agent.  Gardere Wynne Sewell LLP
represents the Committee.


UAL CORP: Prices $700 Million Secured Debt Securities
-----------------------------------------------------
United Airlines priced two offerings of secured debt securities
totaling $700 million, consisting of $500 million aggregate
principal amount of 9.875% senior secured notes due 2013 and
$200 million aggregate principal amount of 12.000% senior second
lien notes due 2013.

The First Lien Notes will be senior secured obligations of United.
United's obligations under the First Lien Notes will be guaranteed
on a senior unsecured basis by UAL and UAL's subsidiaries that are
guarantors or direct obligors under its senior secured credit
facility.  The First Lien Notes will be secured by United's route
authority to operate between the United States and Japan and
beyond Japan to points in other countries, certain airport takeoff
and landing slots and airport gate leaseholds utilized in
connection with these routes.  The Collateral is currently
encumbered under United's senior secured credit facility but would
be made available by substituting other collateral into the senior
secured credit facility.

The Second Lien Notes will be senior secured junior lien
obligations of United.  United's obligations under the Second Lien
Notes will be guaranteed on a senior unsecured basis by UAL and
the Subsidiary Guarantors.  The Second Lien Notes will be secured
by the same Collateral as the First Lien Notes and the terms of
the Second Lien Notes will be substantially similar to the First
Lien Notes, except that the Second Lien Notes will be effectively
junior to the First Lien Notes to the extent of the value of the
Collateral securing the Notes.  The completion of the Second Lien
Notes offering is conditioned upon the completion of the First
Lien Notes offering.

United intends to use the net proceeds from both offerings for
general corporate purposes.  The offerings are both expected to
close on Jan. 15, 2010, subject to customary closing conditions.

                   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.


UNITED AIR: Moody's Assigns 'Caa2' Rating on $150 Mil. Notes
------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating to the planned
private offering of $150 million Senior Second Lien Notes due 2013
of United Air Lines, Inc.  Moody's is maintaining all of its other
ratings of United and of its parent, UAL Corporation.  The outlook
is negative.

The proceeds of the Notes will be used for general corporate
purposes, including upcoming debt maturities.  United's
obligations under the Notes will be guaranteed on a senior
unsecured basis by UAL and UAL's subsidiaries that are guarantors
or direct obligors under its senior secured credit facility.  The
obligations under the Notes' indenture will be secured by a second
priority lien in United's routes between Japan and the United
States and beyond Japan to other countries, including United's
Fifth Freedom Rights to carry local traffic between Japan and
other countries.  The collateral pool includes the routes, takeoff
and landing slots and airport gate leaseholds related to serving
these routes.

Moody's applied its Loss Given Default rating methodology when
assigning the ratings to the Notes.  The Caa2 rating, two notches
below the rating on the first lien notes that share the same route
collateral package and one notch below the CFR results from the
relatively small component of unsecured obligations that hold the
first loss position in the LGD waterfall.  Unsecured obligations
of about $2.7 billion ranking below the Notes represent about 32%
of the total waterfall obligations of about $8.3 billion and do
not provide enough loss absorption to cause a higher rating
outcome for the Notes.  This outcome contrasts with the ratings
Moody's assigned in September 2009 to the first and second lien
senior secured debt issues of Delta Air Lines, Inc. (B2 CFR,
negative outlook) that are secured by certain of Delta's
transpacific routes.  Moody's rated these notes Ba2 and B2,
respectively, three notches above and level with Delta's CFR.  The
notching differential between these similarly-ranked instruments
of these two airlines results from the significantly larger
contribution of unsecured obligations in the LGD waterfall of
Delta that provide sizeable loss absorption.

The last rating action was on December 31, 2009, when Moody's
assigned a B3 rating to the $500 million first lien senior secured
notes due 2013 of United, secured by the same collateral as the
Notes, but on a first priority lien basis.

Upgrades:

Issuer: Denver (City & County of) CO

  -- Senior Unsecured Revenue Bonds, Upgraded to LGD5, 78% from
     LGD5, 80%

Issuer: United Air Lines, Inc.

  -- Senior Secured Bank Credit Facility, Upgraded to LGD3, 33%
     from LGD3, 34%

  -- Senior Secured Regular Bond/Debenture, Upgraded to LGD3, 33%
     from LGD3, 34%

Assignments:

Issuer: United Air Lines, Inc.

  -- Senior Secured Regular Bond/Debenture, Assigned Caa2, LGD5,
     71%

United Air Lines, Inc., and its parent UAL Corporation are based
in Chicago, Illinois.  United is one of the largest passenger
airlines in the world.


UNITED AIR: S&P Assigns 'CCC' Rating on $150 Mil. Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC' rating and
'6' recovery rating to United Air Lines Inc.'s $150 million senior
second-lien notes due 2013, a 144A offering without registration
rights.  The '6' recovery rating indicates S&P's expectation of
minimal (0%-10%) recovery in a payment default scenario.

"S&P base its ratings on its modeling of estimated recovery in a
default scenario, which concluded that the senior second-lien
notes would receive no value after the senior claim of first-lien
noteholders is satisfied," said Standard & Poor's credit analyst
Betsy R.  Snyder.  "S&P's modeling estimated a 91% recovery for
the first-lien notes, thus leaving nothing for senior second-lien
noteholders," she continued.

United's international route rights between the U.S. and Japan,
and beyond to other countries, as well as related assets, secure
the senior second-lien notes on a junior basis.  The first lien on
that collateral secures $500 million of senior secured notes,
which United is also issuing concurrently.  On Jan. 6, 2010, S&P
assigned its 'B+' issue-level rating and '1' recovery rating,
indicating its expectation of a very high (90%-100%) recovery in a
payment default scenario.  In its simulated default scenario, S&P
started with an appraised value of $874 million.  United (along
with Delta Air Lines Inc., the other leading U.S. airline
providing service to Japan), has the right to carry passengers
between Japan and certain other countries.  The U.S. and Japanese
governments recently agreed on a proposed new "open skies"
aviation agreement that would make it easier for other U.S. and
Japanese airlines to enter the U.S.-Japan market.  However, S&P
believes that United (and Delta) has a substantial market position
that other airlines cannot easily replicate.

S&P believes a more significant long-term challenge for United
(and Delta) is the introduction of new, very long-range midsize
aircraft, which will make it easier for passengers to fly directly
to mainland Asia, bypassing those airlines' Tokyo hubs.  This, and
the expectation that China will continue to grow more quickly than
Japan as an aviation market, caused us to apply a slightly greater
discount (45%) to the appraised value in S&P's recovery analysis
of United's Japan routes than S&P did for its China and Hong Kong
routes (a 40% discount).  S&P did this to simulate the adverse
conditions in which United would file for bankruptcy.  The
resulting $481 million stressed value would result in 91% recovery
on $500 million of first-lien secured debt, a claim for six months
of interest (estimated at $25 million, assuming a 10% cost of
borrowing), plus a further 200-basis-point penalty if collateral
coverage falls below 1.5x under a covenant of the notes (a further
$5 million for six months).  Accordingly, in that scenario, there
would be no remaining value for second-lien noteholders.  The
noteholders would have a senior unsecured claim against United,
but S&P has analyzed recovery prospects for senior unsecured
creditors, and concluded that they would also likely receive
minimal recovery.

The corporate credit ratings on United and its parent UAL Corp.
reflect a highly leveraged financial profile, near-term earnings
pressures due to a weak (albeit improving) global economy, and
risks associated with participation in the competitive, cyclical,
and capital-intensive airline industry.  United's extensive and
well-positioned route network, which provides potential for good
revenue generation, is a positive.  The negative outlook reflects
S&P's continuing concerns that either renewed economic weakness or
another spike in fuel prices could widen losses and drain
liquidity.  S&P could lower ratings if unrestricted cash
consistently falls below $2.5 billion.  S&P does not foresee
raising the corporate credit rating over the next year, but could
revise its outlook to stable if the company returns to
profitability and if that trend is sustainable.

                           Ratings List

                             UAL Corp.
                       United Air Lines Inc.

          Corp. credit rating             B-/Negative/--

                       New Ratings Assigned

      $150 million senior second-lien notes due 2013     CCC
       Recovery rating                                   6


URANIUM RESOURCES: Receives NASDAQ Non-Compliance Notice
--------------------------------------------------------
Uranium Resources, Inc., has received notice, as
expected, from The NASDAQ Stock Market stating that for 30
consecutive business days the bid price for the Company's common
stock has closed below the minimum $1.00 per share as required by
Marketplace Rule 5550(a)(1) for continued listing on the NASDAQ
Global Market.  This notification has no effect on the listing of
the Company's common stock at this time.

The January 8, 2010 letter indicates that in accordance with
Marketplace Rule 5810(c)(3)(A), the Company will regain compliance
with the minimum bid requirement if at any time before July 7,
2010 (180 calendar days), the bid price for the Company's common
stock closes at $1.00 per share or above for a minimum of 10
consecutive business days.

In the event the Company does not regain compliance with the
minimum bid price rule by July 7, 2010, NASDAQ will provide the
Company with written notification that its common stock is subject
to delisting from the NASDAQ Global Market.  At that time,
pursuant to Marketplace Rule 5810(c)(3)(A), the Company may be
eligible for an additional grace period of another 180 calendar
days if it meets all initial listing requirements, with the
exception of the bid price, for the NASDAQ Capital Market and
submits an application to the NASDAQ Capital Market.
Alternatively, the Company may appeal NASDAQ's determination to
delist its common stock at that time.

The Company intends to actively monitor the closing bid price of
its common stock between now and July 7, 2010, and will evaluate
available options to resolve the deficiency and regain compliance
with the Minimum Bid Price Requirement under the NASDAQ Listing
Rules.

                  About Uranium Resources, Inc.

Uranium Resources Inc. -- http://www.uraniumresources.com/--
explores for, develops and mines uranium.  Since its incorporation
in 1977, URI has produced over 8 million pounds of uranium by in-
situ recovery (ISR) methods in the state of Texas where the
Company currently has ISR mining projects.  URI also has 183,000
acres of uranium mineral holdings and 101.4 million pounds of in-
place mineralized uranium material in New Mexico and NRC license
to produce up to 3 million pounds of uranium.  The Company
acquired these properties over the past 20 years along with an
extensive information database of historic mining logs and
analysis.  None of URI's properties is currently in production.

URI's strategy is to fully exploit its resource base in New Mexico
and Texas, expand its asset base both within and outside of New
Mexico and Texas, partner with larger mining companies that have
undeveloped uranium or with junior mining companies that do not
have the mining experience of URI, as well as provide restoration
expertise to those that require the capability or lack the
proficiency.


VION PHARMACEUTICALS: U.S. Trustee Picks 3-Member Creditors Panel
-----------------------------------------------------------------
Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, appointed
three members to the official committee of unsecured creditors in
the Chapter 11 case of Vion Pharmaceuticals, Inc.

The Creditors Committee members are:

1. i3 Research, c/o Ingenix, Inc.
   Attn: Tim Trujillo
   12125 Technology Drive
   Eden Prairie, MN 55344
   Tel: (952) 833-7271
   Fax: (952) 833-7201

2. Highbridge International LLC
   Attn: Eric I. Colandrea
   9 West 57th Street, 27th Floor
   New York, NY 10019
   Tel: (212) 287-4735
   Fax: (212) 751-0755

3. US Bank National Association
   Attn: Patricia J. Kapsch
   60 Livingston Avenue
   St. Paul, MN 55107
   Tel: (651) 495-3960
   Fax: (651) 495-8100

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

New Haven, Connecticut-based Vion Pharmaceuticals, Inc., filed for
Chapter 11 bankruptcy protection on December 17, 2009 (Bankr. D.
Delaware 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.  Vion has retained the
services of Roth Capital Partners, LLC to assist with the sale of
the Company or its 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.


VION PHARMACEUTICALS: Posts Filing of Special Protocol Assessment
-----------------------------------------------------------------
Vion Pharmaceuticals, Inc., filed a Special Protocol Assessment
with the U.S. Food and Drug Administration related to a randomized
Phase II/III trial of its oncology therapeutic Onrigin(TM)
(laromustine) Injection in combination with low-dose Ara-C (LDAC)
in elderly patients with newly diagnosed acute myeloid leukemia
(AML).  The primary objective for the Phase III part of this study
is to determine if Onrigin(TM) plus LDAC improves overall survival
compared with LDAC alone.

The SPA process is intended to evaluate a Phase III protocol whose
data will form the primary basis for an efficacy claim.  The Phase
II/III randomized trial for which the Company filed the SPA has
been designed in response to the FDA's complete response letter to
the Company's New Drug Application for Onrigin(TM) that required a
randomized trial be conducted to support the approval of
Onrigin(TM) for the treatment of AML.

On December 17, 2009, Vion filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court in the District of Delaware.  Vion
has retained the services of Roth Capital Partners, LLC to assist
with the sale of the Company and/or its key assets during the
Chapter 11 proceeding.


WASHINGTON MUTUAL: Equity Security Committee Appointed
------------------------------------------------------
Pursuant to Section 1102(a)(1) of the Bankruptcy Code, Roberta A.
DeAngelis, Acting United States Trustee for Region 3, appointed
these parties to the Official Committee of Equity Security
Holders in the Chapter 11 cases of Washington Mutual, Inc. and
WMI Investment Corp. on January 11, 2010:

  (1) Esopus Creek Value, LLC,
      Attn: Joseph S. Criscione
            150 JFK Parkway, Suite 100,
            Short Hills, NJ 07078
            Phone: 973-847-5904

  (2) Kenneth I. Feldman

  (3) Saul Sutton

  (4) Dorothea Barr

  (5) Joyce M. Presnall

  (6) Tyson Matthews

  (7) Michael Willingham

Also, on January 11, 2010, Venable LLP and Benesch, Friedlander,
Coplan & Aronoff LLP entered a notice of appearance to the Court
as the proposed counsel to the Equity Committee.

In relation to their representation of the Equity Committee,
Venable LLP and Benesch Friedlander request that copies of all
notices and pleadings given or filed in the Debtors' cases be
given and served on:

  Gregory A. Cross, Esq.
  Venable LLP
  750 East Pratt Street, Suite 900
  Baltimore, MD 21202
  Tel No. 410-244-2400
  Fax No. 410-244-7742
  gacross@venable.com

  Jorian L. Rose, Esq.
  Venable LLP
  Rockefeller Center
  12070 Avenue of the Americas, 25/F
  New York, NY 10020
  Tel No.: 212-307-5500
  Fax No.: 212-307-5598
  jlrose@venable.com

  Bradford J. Sandler, Esq.
  Jennifer R. Hoover, Esq.
  Benesch, Friedlander, Coplan & Aronoff LLP
  222 Delaware Avenue, Suite 801
  Wilmington, Delaware 19801
  Tel No.: 302-442-7010
  Fax No.: 302-442-7012
  bslander@beneschlaw.com
  jhoover@beneschlaw.com

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Wants Equity Committee Disbanded
---------------------------------------------------
Washington Mutual Inc. and its affiliates ask Judge Mary Walrath
of the U.S. Bankruptcy Court for the District of Delaware to
disband the Official Committee of Equity Security Holders recently
appointed in their bankruptcy cases, or in the alternative, limit
the fees and expenses which may be incurred by the Equity
Committee.

Mark D. Collins, Esq., at Richards, Layton & Finger, PA, in
Wilmington, Delaware, relates that for over a year now, the
Debtors have been providing the U.S. Trustee with information
regarding their assets and liabilities; litigation between the
Debtors and JPMorgan Chase Bank, N.A.; and litigation between
JPMorgan and certain third parties who have been asserting
derivative claims on behalf of the Debtors' estates and
litigation between the Debtors and the Federal Deposit Insurance
Corporation.  Likewise, Mr. Collins notes, in accordance with
applicable rules, the Debtors have filed and provided to the U.S.
Trustee monthly operating reports evidencing estimates on their
assets and liabilities.

Based on those reports, the Debtors tell the Court that they are
baffled as to why the U.S. Trustee, at this late date, would
choose to saddle their estates with another committee and
presumably, professionals that will needlessly incur significant
fees and expenses.

Mr. Collins also maintains that the Debtors are insolvent by all
measures, as supported by all known facts and submissions to date
in their Chapter 11 cases.  Among others, the Debtors' junior
subordinated debentures trading, as of January 8, 2010, at
approximately 50 cents on the dollar -- a steep discount to par
value, Mr. Collins relates.  WaMu's common stock also trades at
approximately 19 cents per share, indicating the market's
assessment that equity will not receive any distribution.  In
short, Mr. Collins says, the Debtors' equity holders are unlikely
to receive any recovery and therefore, have little, if any,
economic interest in these bankruptcy cases.

Notwithstanding evidence of the Debtors' insolvency, Mr. Collins
asserts that the Equity Committee should be disbanded because
there is simply no need for a separate official committee.

Mr. Collins maintains that the equity holders are currently being
adequately represented not only by the Debtors and the Official
Committee of Unsecured Creditors, but also by certain holders of
the Debtors' preferred stock who have been actively involved in
these cases and plan negotiations.  He adds that to the extent
the value the Debtors' assets are in excess of unsecured
liabilities, the preferred stock holders are certainly
incentivized to ensure that the value is realized.  "The equity
holders are more than adequately represented," he avers.

The Debtors further point out that the appointment of the Equity
Committee comes almost 16 months into their bankruptcy
proceedings.  To fulfill its statutory obligations, an equity
committee, along with its retained professionals, will need to
spend considerable time and effort familiarizing itself with the
issues in the Debtors' cases, Mr. Collins relates.  The attendant
delay, he contends, will almost assuredly be detrimental to the
Debtors' efforts to reach a resolution with respect to the
ongoing litigations and propose a Chapter 11 plan, Mr. Collins
argues.

In the event the Court elects not to disband the Equity
Committee, the Debtors alternatively ask the Court to establish a
$250,000 fee cap, in the aggregate, on the amount of the Equity
Committee's fees and expenses for which they will be liable.  Mr.
Collins points out that that the cap will ensure the Equity
Committee's ability to fully participate in these cases and to
focus on pursuing only matters of which the interests of equity
holders truly diverge from those of the unsecured creditors.

The Court will convene a hearing to consider the Debtors' request
on January 28, 2010, at 4:00 p.m. Eastern Time.  Objections to
the request are due no later than January 21.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Disputes Wells Fargo Debenture Claims
--------------------------------------------------------
Washington Mutual Inc. and its affiliates dispute Claim No. 2134
filed by Wells Fargo Bank, National Association, on March 24,
2009.

Wells Fargo filed Claim No. 2134 in its capacity as (i) successor
indenture trustee under that certain indenture dated April 30,
2001, between Washington Mutual Inc. and The Bank of New York
Mellon Trust Company, as initial indenture trustee, and (ii) as
successor Guarantee Trustee under that certain Guarantee
Agreement, dated April 30, 2001.

The Trustee Claim relates generally to obligations related to (1)
the Trust Preferred Income Equity Redeemable Securities issued by
a trust referred to as the "Washington Mutual Capital Trust 2001"
before the Petition Date, and (2) the 5.375% Junior Subordinated
Deferrable Interest Debentures due July 1, 2041 issued by WaMu
prepetition.

Specifically, the Trustee Claim was asserted on account of (1)
the Debtors' obligations under the Capital Trust 2001 Trust
Agreement, the Indenture, the Guarantee Agreement and other
agreements related to the issuance of the Debentures and the
Securities; (2) the accrual of interest and other unliquidated
damages; (3) fees and expenses incurred by the Trustee and its
agents; (4) the Debtors' alleged obligation to indemnify the
Trustee and other indemnified persons; and (5) any damages
incurred as a result of certain alleged corporate wrongdoing.

The Trustee Claim asserted these amounts allegedly due and owing
as of the Petition Date solely on account of the Debentures
Claims:

                                         Claimed       Claimed
Issuance               Maturity Date    Principal      Interest
--------               ------------- ---------------  ----------
Preferred Securities   May 1, 2041    $1,150,000,000  $9,443,576
Common Securities      May 1, 2041       $35,565,000    $292,052

The Debtors aver that the Securities and Debenture were issued at
a discount to their face value, of which that "original issue
discount" was clearly described in the prospectus distributed in
connection with the securities issuance.  They insist that
unamortized original issue discount is treated as unmatured
interest pursuant to Section 502(b)(2) of the Bankruptcy Code and
therefore, disallowed as a claim against a chapter 11 debtor.

After accounting for the unamortized original issue discount, the
Debtors thus seek to reduce and allow the Debentures Claims as:

                                          Allowed     Allowed
             Maturity      Allowed        Accrued      Total
Issuance     Date          Principal      Interest    Amount
--------     -----------  -------------  ---------- ------------
Preferred
Securities   May 1, 2041   $756,230,623  $9,443,576 $765,674,199

Common
Securities   May 1, 2041    $23,387,254    $292,052  $23,679,306

Mark D. Collins, Esq., at Richards Layton & Finger, P.A., in
Wilmington, Delaware, informs the Court that the Debtors'
calculations reflect an unamortized original issue discount of
approximately $405 million using an "Accretal Value" formula for
each Security, as provided under the Trust Agreement.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Grant Thornton Providing More Work
-----------------------------------------------------
Washington Mutual Inc. and its units sought the Court's authority
to employ Grant Thornton LLP as their tax advisors nunc pro tunc
to November 2, 2009, for the additional purpose of assisting them
in recovering certain federal tax refunds.

The Debtors have selected Grant Thornton because of the firm's
extensive expertise and knowledge in tax matters, and experience
in providing tax advisory services.  In addition, Grant Thornton
is very familiar with the Debtors, having provided similar tax
services since 2004.

According to Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., in Wilmington, Delaware, Grant Thornton will assist WaMu in
conducting a detailed review of computations in prior tax years
relating to real estate mortgage investment conduit residual
interests or REMIC.  The income earned by WaMu's ownership of
REMIC residual interests was previously reported in WaMu's
federal tax filings, but the amounts representing excess
inclusion income were not separately computed, he notes.

WaMu personnel will be responsible for preparing any net
operating loss carry back claims, and Grant Thornton will provide
ancillary advice and calculations to support WaMu's carry back
claim, including reviewing computed EII amounts, Mr. Collins
explains.

Grant Thornton may also render additional tax consulting services
as requested by the Debtors.  The services that Grant Thornton
will provide to the Debtors are necessary to enable the Debtors
to satisfy their tax regulatory obligations and seek additional
tax refunds as may be appropriate to the benefit of the Debtors
and all parties-in-interest, Mr. Collins avers.

With respect to services rendered in relation to the recovery of
federal tax refunds, Grant Thornton professionals will be paid
for those services at these hourly rates, which reflect a 20%
discount:

                                  Hourly Rate,
      Professional              plus 20% discount
      ------------              -----------------
      Stephen Ryan                    $496
      Tim Cleary                      $484
      Others                          $360

The Debtors will also reimburse Grant Thornton for necessary out-
of-pocket expenses the firm incurs.

Hiring new tax advisors who are not familiar with the Debtors'
businesses and financial history would be more costly because
such advisors would have to spend a significant amount of time
researching and understanding background information about the
Debtors and their finances, Mr. Collins tells Judge Walrath.

Grant Thornton does not hold or represent any interest adverse to
the Debtors or their estates and thus, is a "disinterested
person" as that term is defined under Section 101(14) of the
Bankruptcy Code, Stephen Ryan, a partner at the firm, assures the
Court.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: $15 Million in Fees for Professionals Approved
-----------------------------------------------------------------
Bankruptcy Judge Mary Walrath approved the payment of fees and
reimbursement of expenses, totaling $15,702,326, of 16
professionals in Washington Mutual Inc.'s cases for the period
from June 1 to September 30, 2009.

A complete list of the Approved Professional Fee Applications is
available for free at:

      http://bankrupt.com/misc/WaMu_IntFeeAppSept30ORD.pdf

In a separate order, Judge Walrath approved the interim
application of Pepper Hamilton LLP for the payment of its fees,
totaling $293,227, and expense reimbursement, totaling $15,346,
for the same Fee Application Period.

                      Transfer of Claims

Separately, AF Capital LLC notified the Court and parties-in-
interest that on November 16, 2009, it sold, transferred and
assigned it rights to Claim No. 2036 to (i) Broadbill Investment
Corp., based on 2,350,000 "Litigation Tracking Warrants," against
Washington Mutual, Inc., and (ii) WOCAP Partners, LP based on
1,150,000 Warrants.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WEST PROPERTIES: Case Summary & 3 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: West Properties, LLC
        861 Old Hwy. 4 West
        Holly Springs, MS 38635

Bankruptcy Case No.: 09-16483

Chapter 11 Petition Date: December 10, 2009

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Judge: David W. Houston III

Debtor's Counsel: Thomas J. Suszek, Esq.
                  P.O. Drawer 707
                  Oxford, MS 38655
                  Tel: (662) 234-8775
                  Fax: (662) 238-7552
                  Email: tomsuz@holcombdunbar.com

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

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

A list of the Company's 3 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/msnb09-16483.pdf

The petition was signed by Bobby W. Clanton, president of the
company.


WILDHORSE MOUNTAIN: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Wildhorse Mountain LLC
        28150 N Alma School Pkwy, #103-495
        Scottsdale, AZ 85262

Bankruptcy Case No.: 09-33461

Chapter 11 Petition Date: December 28, 2009

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

Judge: Robert L. Jones

Debtor's Counsel: Aaron C. Huber, Esq.
                  4915 E Baseline Rd., #105
                  Gilbert, AZ 85234
                  Tel: (480) 305-7010
                  Fax: (480) 305-7020
                  Email: ahuber@huberbarney.com

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

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

According to the schedules, the Company has assets of $1,280,000,
and total debts of $675,000.

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

The petition was signed by Gary Engman, officer of the Company.


WILDWOOD ROSE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Wildwood Rose, Inc.
        2229 Mountain Grove Rd #1
        Branson, MO 65616

Bankruptcy Case No.: 09-62929

Chapter 11 Petition Date: December 28, 2009

Court: United States Bankruptcy Court
       Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: David E. Schroeder, Esq.
                  David Schroeder Law Offices, PC
                  1524 East Primrose St., Suite A
                  Springfield, MO 65804-7915
                  Tel: (417) 890-1000
                  Fax: (417) 886-8563
                  Email: bk1@dschroederlaw.com

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

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

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

The petition was signed by Linda Wilson, president of the Company.


WINDSOR ENERGY: S&P Puts 'BB+' Ratings on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' ratings on
Windsor's $239.1 million secured term notes due Jan. 15, 2021, on
CreditWatch with negative implications.  The CreditWatch listing
does not affect the 'AA' rating and stable outlook on the
$111.7 million secured serial notes due 2010 (currently
$6.3 million outstanding).  Windsor issued the notes and used the
proceeds for some of the cost of building four VLCCs: The British
Pioneer, British Progress, British Purpose, and British Pride.

The CreditWatch listing reflects BP Shipping's irrevocable notice
to terminate the bareboat charter on Windsor's very large crude
oil carrier, the British Pioneer.  The CreditWatch listing also
reflects the potential charter termination on Windsor's three
other VLCCs.  If so, the VLCCs have to earn sufficient rates in
the market to meet term note debt service.  S&P concluded that
current softening tanker rates, the uncertain competitive position
of the 10-year old VLCCs, and the volatility of tanker supply and
demand could lead to a downgrade of the term notes.

S&P expects to review the rating and CreditWatch listing following
BP Shipping's decision to extend or terminate the British Progress
charter in February 2010 and Frontline's plans regarding the
British Pioneer following the termination of its charter in
January 2011.


WL HOMES: Ch. 7 Trustee Slams Baker Hostetler Fee Bid
-----------------------------------------------------
Law360 reports that the Chapter 7 trustee for WL Homes LLC has
objected to Baker & Hostetler LLP's bid for attorneys' fees,
saying it has no right to demand immediate payment for services
rendered while the bankrupt homebuilder was still in Chapter 11.

WL Homes and five of its affiliates filed for Chapter 11
protection on February 19, 2009 (Bankr. D. Del. Lead Case No. 09-
10571).  Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, represent the Debtors' in their
restructuring efforts.  Ashby & Geddes represents the Official
Committee of Unsecured Creditors.  In its bankruptcy petition, WL
Homes listed assets of more than $1 billion, and debts between
$500 million and $1 billion.

As reported in the TCR on June 10, 2009, the Bankruptcy Court
converted WL Homes LLC and its debtor affiliates' Chapter 11 cases
to cases under Chapter 7 liquidation, at the request of the
official committee of unsecured creditors.


WOODY MEDLOCK: Faces Charges for Conspiracy and Wire Fraud
----------------------------------------------------------
The U.S. Attorney's Office for the Middle District of Tennessee
said Woody Medlock together with his wife Kathy Medlock and son
Woody Medlock that operates Murfreesboro Ambulance Service was
arrested on charges of conspiracy, medicare fraud and wire fraud,
reports Nashville Business Journal.

The report says Mr. Medlock et al. were accused of submitting more
than $1 million worth of fraudulent claims to medicare and
medicaid, and receiving at least $486,000 from medicare and
$101,000 from medicaid.

Woody and Kathy Medlock filed for Chapter 11 bankruptcy, claiming
$1.7 million in liabilities against $1.3 million in assets.


WORSHIP IN TRUTH CHURCH: Case Summary & Unsecured Creditor
----------------------------------------------------------
Debtor: Worship In Truth Church of God in Christ
        9215 Arrow Route
        Rancho Cucamonga, CA 91730

Bankruptcy Case No.: 09-41295

Chapter 11 Petition Date: December 28, 2009

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Sheri Bluebond

Debtor's Counsel: Nathan L. Young, Esq.
                  3151 Airway Ave Ste P-1
                  Costa Mesa, CA 92626
                  Tel: (714) 617-7370
                  Fax: (888) 885-8115

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

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

The Debtor identified Imagine That with a debt claim for $4,725 as
its largest unsecured creditor. A full-text copy of the Debtor's
petition, including a list of its largest unsecured creditor, is
available for free at http://bankrupt.com/misc/cacb09-41295.pdf

The petition was signed by Kevin Moreland, pastor of the Company.


WYLE HOLDINGS: Stock Exchanges Cue S&P to Lift Rating to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised the corporate credit
rating on El Segundo, California-based Wyle Holdings Inc. to 'B+'
from 'B' following the exchange of all outstanding holding company
preferred stock for common stock.  The outlook is stable.  At the
same time, S&P raised the issue-level rating on the company's
first-lien senior secured facilities to 'BB' from 'BB-', while
leaving the recovery ratings on this debt unchanged at '1'.

Given the accruing dividend and liquidation preference features in
the preferred instrument, Standard & Poor's treated the preferred
stock as debt for analytical purposes.  Therefore, the exchange
into common effectively reduces adjusted leverage and provides
greater credit protection measures.

"The ratings reflect modest profitability inherent in the
government services business, budget reliance on key U.S. federal
government agencies, and a highly leveraged financial profile,"
said Standard & Poor's credit analyst Jennifer Pepper.  Solid
positions in the niche government services market, as well as
predictable revenue streams based on a contractual backlog of
business partially offset these factors.  Wyle provides
contracting services, including R&D and engineering capabilities,
along with IT and program management and acquisition support
solutions to U.S. federal government agencies.  The company
generated about $735 million of revenues for the latest 12 months
ended Sept. 30, 2009.


YRC WORLDWIDE: S&P Raises Corporate Credit Rating to 'CCC-'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on YRC Worldwide Inc. to 'CCC-' from 'SD' (selective
default).  At the same time, S&P raised the senior unsecured
issue-level ratings to 'CC' from 'D' on the company's remaining
notes that were subject to the exchange offer, as well as a '6'
recovery rating, indicating negligible (0%-10%) recovery of
principal in a payment default scenario.  The company has issued a
combination of common and preferred equity in exchange for the
existing notes.

"The ratings actions on Overland Park, Kansas-based trucking
company YRCW follow the company's issuance of $470.2 million in
common and preferred equity on completion of the company's
previously announced debt-for-equity exchange offer on Dec.  31,
2009," said Standard & Poor's credit analyst Anita Ogbara.

The outlook is developing.  Despite the company's improved capital
structure, YRCW's liquidity position remains constrained, due to
the $45 million upcoming April 15 maturity.  S&P could lower the
ratings if YRCW is unsuccessful in raising new capital to fund
upcoming maturities, or if liquidity becomes further constrained.

"We could raise the ratings if the company's liquidity position
stabilizes as a result of new capital raising or further
amendments to its credit facility," she continued.


YUKOS OIL: EU Human Rights Court Delays $98 Mil. Suit vs. Russia
----------------------------------------------------------------
The Daily Bankruptcy Review, citing Agence France-Presse, reports
that the European Court of Human Rights said Tuesday a hearing
expected this week in the $98 billion complaint against Russia
brought by former oil giant Yukos had been delayed until March.

According to a report by AFP posted at Qatar's The Peninsula, the
Strasbourg-based Human Rights court would hold a hearing.  The
Human Rights court is expected to render its decision in a few
months, according to AFP.

The AFP report says the Human Rights court back in August
announced that a Russian judge on the panel, Valery Mussin, had
resigned after having been named a director at Russian gas giant
Gazprom to avoid a conflict of interest in the Yukos matter.  The
report says the hearing in the case set for November was delayed
to give the new judge, Andrei Bushev, named by Russian President
Dimitry Medvedev, time to review the case.

AFP recalls Yukos contends that Russian tax authorities engineered
its bankruptcy by handing out disproportionately high fines for
financial irregularities.  Yukos argues in court filing there had
been a "lack of proper legal basis" for doing so as well as a
"selective and arbitrary prosecution" of its business.

AFP also relates Russian judges found Yukos guilty of tax fraud on
several occasions between 2000 and 2003.  Yukos' founding chief
executive, Mikhail Khodorkovsky, was convicted and sentenced to
eight years in prison in 2005 for major fraud and tax evasion.

Mr. Khodorkovsky and his former business partner Platon Lebedev
are now on trial again on fresh charges of embezzling millions of
tonnes of oil and money laundering that could see them jailed for
another two decades.

                         About Yukos Oil

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection on Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days
later, the Russian Government sold its main production unit
Yugansk to a little-known firm Baikalfinansgroup for
$9.35 billion, as payment for US$27.5 billion in tax arrears for
2000-2003.  Yugansk eventually was bought by state-owned
Rosneft, which is now claiming more than US$12 billion from
Yukos.

On March 10, 2006, a 14-bank consortium led by Societe Generale
filed a bankruptcy suit in the Moscow Arbitration Court in an
attempt to recover the remainder of a US$1 billion debt under
outstanding loan agreements.  The banks, however, sold the claim
to Rosneft, prompting the Court to replace them with the state-
owned oil company as plaintiff.

On April 13, 2006, court-appointed external manager Eduard
Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court
for the Southern District of New York (Bankr. S.D.N.Y. Case No.
06-0775), in an attempt to halt the sale of Yukos' 53.7%
ownership interest in Lithuanian AB Mazeikiu Nafta.

On May 26, 2006, Yukos signed a US$1.49 billion Share Sale and
Purchase Agreement with PKN Orlen S.A., Poland's largest oil
refiner, for its Mazeikiu ownership stake.  The move was made a
day after the Manhattan Court lifted an order barring Yukos from
selling its controlling stake in the Lithuanian oil refinery.

On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration
Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt.

On Nov. 23, 2007, the Russian Trading System and Moscow
Interbank Currency Exchange stopped trading Yukos shares after
the company formally ceased to exist.  Mr. Rebgun completed the
company's liquidation process afte Russia's Federal Tax Service
has entered Yukos' liquidation on the Uniform State Register of
Legal Entities.

As reported in the TCR-Europe on Nov. 14, 2007, the Moscow
Arbitration Court has entered an order closing the liquidation
proceedings of OAO Yukos Oil Co., 15 months after it was
declared bankrupt on Aug. 1, 2006.


* Obama Weighs Fee to Recoup Bank Bailout and Cut Deficit
---------------------------------------------------------
ABI reports that President Obama is likely to propose a fee on
financial institutions to help reduce the federal deficit when he
releases his budget plans in February, although the details remain
unresolved.


* Senate Mulls Creation of Special Bankruptcy Court for Banks
-------------------------------------------------------------
A person familiar with the plans on Monday told Rachelle Younglai
at Reuters that key U.S. senators are considering the creation of
a special bankruptcy court for troubled financial services firms.

According to Reuters, a draft bill, introduced by Senate Banking
Committee Chairman Christopher Dodd, would create a system to
unwind troubled financial firms.

But members of the Senate Banking Committee, according to Reuters,
want a more specific and tougher regime to deal with troubled
financial firms after the federal government used billions of
dollars in taxpayer funds to prop up firms like Bank of America.

The source told Reuters that panel members are discussing a two-
stage process that would create a preferential option for
bankruptcy followed by a regulator-managed resolution if
bankruptcy fails.  Reuters says its source requested anonymity
because the draft is in flux and has not been made public.

Reuters says Senator Dodd's proposal would give the Federal
Deposit Insurance Corp. the authority to dismantle large troubled
financial services firms.  The FDIC would be able to guarantee
debts of firms in receivership.

Reuters also relates that another person familiar with the plan
said panel members want a system to ensure that counterparties,
creditors and shareholders share in the loss if the firm fails.

"We're looking at a bankruptcy concept, a receivership. We're
going to make resolution a very painful process if we go that
route and that's going to be a major step forward with this bill,"
Senator Dodd told CNBC TV, according to Reuters.

Reuters notes Senator Dodd's bill has not been well received by
Republicans on the Senate Banking Committee.  Now lawmakers from
both parties are trying to find consensus on how to regulate
everything from banks to executive compensation, Reuters says.


* Andrew D. Shapiro Named a Partner at Butler Rubin Law Firm
------------------------------------------------------------
Andrew D. Shapiro has been named a partner at the Chicago law firm
Butler Rubin Saltarelli & Boyd LLP.  He joined the firm in 2006 as
an associate in the business litigation department after working
as a litigation associate at Winston & Strawn.

At Butler Rubin, Shapiro focuses his practice in commercial
litigation and arbitration with an emphasis on reinsurance and
antitrust disputes.  He has extensive experience representing
corporations, partnerships, and individuals in a wide range of
commercial disputes before trial and appellate courts,
administrative agencies, and arbitration panels throughout the
country.  Shapiro was named as a 2010 Illinois Rising Star in the
legal profession by Illinois Super Lawyers.

Shapiro is active in pro bono matters and is a member of the Board
of Directors of the Chicago Coalition for the Homeless.  He has
also been a guest lecturer at Northwestern University School of
Law where he has spoken on pretrial advocacy issues.

Shapiro received his B.S. from Miami University in 1997 and his
law degree, magna cum laude, from the University of Illinois
College of Law in 2000, where he was Associate Editor of The Elder
Law Journal and a Member of the National Moot Court Team.

Formed in 1980, Chicago-based Butler Rubin has established itself
as a well-known litigation boutique assisting clients nationally
and internationally in the core practice areas of reinsurance and
commercial litigation, including antitrust, class action defense,
competition law and opt-out antitrust litigation; business
reorganization, bankruptcy and insolvency; and products liability
and mass tort matters.


* Blank Rome Expands Los Angeles, California Office
---------------------------------------------------
Blank Rome LLP has significantly expanded its Los Angeles,
California office with the addition of six new attorneys -- Dennis
P. R. Codon, Howard M. Knee, Michael L. Ludwig, Colleen Carolan,
Jim Newman and Mary Pierce. Mr. Codon joins Blank Rome from
Robins, Kaplan, Miller & Ciresi LLP where he practiced in the
Corporate Governance and Special Situations, and Business
Litigation groups.  Mr. Knee joins from the labor and employment
law firm of Knee, Ross & Silverman LLP where he was a founding
partner, and brings with him a team of attorneys.  The new
additions serve to bolster the Firm's West Coast presence and
further enhance the services it offers to clients.

"We are pleased to welcome this group of talented lawyers to our
team," said Carl M. Buchholz, Managing Partner and CEO.  "Dennis
brings a depth of corporate experience, and Howard and his team
will bolster our labor and employment law experience, providing
additional value and services to our clients across the Firm."

Dennis P. R. Codon joins as Partner in the Public Companies and
Capital Formation group and focuses his practice on complex
business transactions and corporate governance issues.  Prior to
joining Robins, Kaplan, Miller & Ciresi LLP, he served as Senior
Vice President and Chief Legal Officer in the Law Department of
Unocal Corporation, a major international energy and natural
resource company with significant midstream, Geothermal and other
related business units, as well as oil and gas exploration and
production, where he worked for nearly 30 years.

Mr. Codon is on the Board of Editors for The Corporate Compliance
& Regulatory Newsletter, and is a member of the Los Angeles
County, California State and American Bar Associations.  He is a
member of the Advisory Board of the Southwestern-Peter Drucker
School Of Business Joint JD/MBA Program, and serves as Chair of
the Board Of Governors of the Institute for Corporate Counsel, a
Joint Venture between University of Southern California Gould
School Of Law and the Los Angeles County Bar Association Corporate
Law Department Section.  He also serves as Chair of the Board of
Trustees for Southwestern University School of Law and on the
Board of Directors for the Alliance for Children's Rights.
Admitted to practice in California, Mr. Codon received his Juris
Doctor from Southwestern University School of Law and his
Bachelor's degree from Brigham Young University.

Howard M. Knee joins as Partner in the Employment, Benefits and
Labor group and focuses his practice exclusively in the areas of
labor and employment law.  He advises clients on all aspects of
labor and employment relations and brings more than 35 years of
experience in both the public-sector and the private-sector,
including defense of employment discrimination and wrongful
termination lawsuits, wage and hour litigation (including class
actions), representation and unfair labor practice proceedings
before the National Labor Relations Board, labor arbitrations,
Department of Labor and DLSE audits, and ERISA trust fund
litigation.  Mr. Knee has represented a wide variety of employers,
small-sized businesses and medium-sized businesses, and clients in
the entertainment industry.  He has a broad range of trial and
appellate court experience.

Mr. Knee is a member of the California and American Bar
Associations, and is a member of the Labor and Employment Law
Section of the Los Angeles County Bar Association.  Admitted to
practice in California, Mr. Knee received his Juris Doctor from
UCLA Law School and his Bachelor's degree from UCLA and was
awarded Political Science Departmental Honors.

Michael L. Ludwig joins as Of Counsel in the Employment, Benefits
and Labor group.  He represents employers and management in
employment and business litigation in federal and state courts,
and counsels employers in a variety of personnel-related issues.
Admitted to practice in California, Mr. Ludwig received his Juris
Doctor from the University of Southern California Law Center and
his Bachelor's degree, magna cum laude, from the University of
Southern California where he graduated Phi Beta Kappa.

Colleen Carolan joins the Employment, Benefits and Labor group and
focuses her practice in all areas of labor and employment law.
Previously in her career, she served as in-house Employment
Counsel for Warner Bros.  Entertainment Inc., where she advised
operating executives and human resources staff, both domestically
and internationally.  Admitted to practice in California, Ms.
Carolan received her Juris Doctor from the University of Michigan
School of Law and her Bachelor's degree from the University of
Michigan.

Jim Newman joins the Employment, Benefits and Labor group. He
represents clients in a variety of labor and employment matters
and has a broad range of trial and appellate court experience.
Previously in his career, he served as in-house Employment Counsel
for SBC Communications, Inc. for more than 10 years.  Admitted to
practice in California and Massachusetts, Mr. Newman received his
Juris Doctor, with honors, from Boston College Law School and his
Bachelor's degree, magna cum laude, from Bowdoin College.

Mary Pierce joins the Employment, Benefits and Labor group. She
focuses her practice in all areas of labor and employment law, and
has represented a wide variety of clients ranging from large media
and entertainment companies to small, family-owned local
businesses.  Admitted to practice in California, Ms. Pierce
received her Juris Doctor from the University of Southern
California, Order of the Coif, and her Bachelor's degree from the
University of California at San Diego with Provost Honors.

                      About Blank Rome LLP

Blank Rome LLP is one of America's largest law firms. With more
than 500 attorneys serving clients across the globe, Blank Rome is
an international law firm representing businesses and
organizations ranging from Fortune 500 companies to start-up
entities.  Blank Rome helps its clients in all aspects of their
businesses.  The Firm's practices cover areas including business
tax; commercial and corporate litigation; employment benefits and
labor; financial services; bankruptcy and financial restructuring;
government relations; health law; intellectual property; maritime,
international trade and procurement; matrimonial; privately held
and emerging companies; product liability; mergers & acquisitions
and private equity; public finance; real estate; trusts and
estates; and white collar, internal and government investigations.
Blank Rome also represents pro bono clients in a wide variety of
cases and matters.


* Kevin Flanagan Joins Morris Anderson as Managing Director
-----------------------------------------------------------
MorrisAnderson has appointed Kevin M. Flanagan as Managing
Director of its Milwaukee office.  Flanagan will be responsible
for managing client engagements as well as for business
development in Wisconsin.  He has very deep industry experience in
consumer products distribution, computer software and high tech
manufacturing.  Flanagan has been actively working with middle
market turnaround and crisis management businesses for the last
ten years.

"Kevin brings a wealth of results-oriented experience as a senior
executive and workout consultant to the team at MorrisAnderson.
He is highly regarded in the Wisconsin market and has excellent
international experience that will be very valuable for our
clients," says Howard Korenthal, Principal at MorrisAnderson.

Flanagan has helped numerous companies in a wide variety of
industries significantly improve profitability and shareholder
value.  Flanagan's more than 30 years of professional experience
boasts a diverse executive management background, including
experience in setting and achieving strategic objectives;
recruiting and leading effective management teams; overseeing
operational and financial turnarounds; managing international
operations and acquisitions; and establishing new marketing
directions, client relations and more.

Throughout his career, Flanagan has enacted strategic and
operational changes in publicly traded and closely held
corporations, as well as structured and entrepreneurial
environments.  His industry experience includes involvement in
manufacturing, printing, software, electronic instrumentation,
telecommunications, automotive, biotechnology, service industries
and consumer packaged goods scenarios.

"I am delighted and excited to join the MorrisAnderson team," says
Flanagan.  "The firm's proven commitment to providing clients with
high-quality services and solutions, coupled with their national
footprint, is very appealing."

Before joining MorrisAnderson, Flanagan was a partner at a
Chicago-based management consulting firm that focuses on
underperforming and financially distressed organizations.  As head
of the company's Milwaukee office, he was responsible for all
business development and marketing activities, and took the lead
on consulting projects for clients in a wide array of industries
with varied ownership structures and revenue sizes.  In two
notably complex consulting projects, Flanagan facilitated the
evaluation of available strategic options for a long-standing,
family owned retail bookstore that resulted in its sale and was
involved in the crisis management of a large distressed
convenience store operation.

Flanagan also led the transformation of a distressed software
company from an inadequately capitalized, customer-owned
organization that was approaching bankruptcy to a growth asset
acquired by a private equity firm.  In another situation, he
transitioned a distributor of consumer products that was
experiencing declining financial performance into a profitable
entity that was successfully sold to a strategic acquirer.

Flanagan also identified and evaluated nearly 60 manufacturing and
professional services companies, ultimately submitting three
purchase offers, through his company, Flanagan Acquisition
Company.

Flanagan holds a bachelor's degree in business administration with
a comprehensive public accounting emphasis from the University of
Wisconsin-Eau Claire.

                     About MorrisAnderson:

Now celebrating its 30th anniversary, Chicago-based MorrisAnderson
has offices in New York, Atlanta, Milwaukee, Los Angeles,
Cleveland, St. Louis and most recently, Charlotte, N.C. The firm's
service offerings include performance improvement, financial
advisory, interim management, turnarounds, workouts, litigation
support, valuation, information technology services, and
insolvency services and wind-downs.  MorrisAnderson emphasizes
hands-on involvement for companies with $20 million to
$250 million in annual sales.


* Malcolm Wright Joins Alvarez & Marsal Transaction Advisory Group
------------------------------------------------------------------
As demand for specialized advisory services continues, global
professional services firm Alvarez & Marsal announced that Malcolm
Wright, a former global lead partner in KPMG's Private Equity
Group, has joined the firm's Transaction Advisory Group as a
managing director in New York.  A&M also announced that John
O'Neill, the former Ernst & Young Americas director of private
equity, has joined the group as a senior adviser.

A&M now has more than 150 professionals in the U.S. alone who are
dedicated to private equity services, including transaction
advisory and performance improvement, as well as other strategic
offerings such as tax advisory and corporate finance.  The firm
recently increased its ranks of managing directors in the
Transaction Advisory Group with the promotions of Jon Schrubbe in
New York and Richard Sober in Atlanta.

"We are continuing to see an increased demand for A&M's unique
private equity service offering which combines traditional Big
Four financial, accounting and tax expertise with proven
operational experience," said Paul Aversano, a managing director
and national practice leader of Alvarez & Marsal's Transaction
Advisory Group.  "In addition to supporting and promoting
exceptional talent within the firm, A&M continues to attract
experienced professionals to deliver an exceptional level of
service to our clients."

Mr. Aversano added, "As well known and highly experienced
transactional professionals, we welcome Malcolm and John to the
firm and look forward to the value they will add to the practice."

Mr. Wright specializes in transaction advisory services to private
equity firms, focusing on financial, accounting and business due
diligence.  With more than 20 years of international mergers and
acquisitions experience, he has worked on more than 300 domestic
and cross-border transactions in a variety of industries,
including financial services, software and services, aircraft and
shipbuilding, publishing, automotive and manufacturing.  Prior to
joining A&M, he spent more than two decades with KPMG LLP in
London, Boston and New York where he most recently served as a
global lead partner in the firm's Private Equity Group.
Previously, he served as KPMG's Northeast U.S. partner-in-charge
for Transaction Services.  Mr. Wright earned a bachelor's degree
in business studies with a concentration in economics from Robert
Gordon University.  He is also a chartered accountant (Scotland)
and a member of the Institute of Chartered Accountants of
Scotland.

Mr. O'Neill specializes in financial team leadership, transaction
execution, mergers and acquisitions and bankruptcy tax, as well as
project management. He brings more than 30 years of experience
dealing with tax issues related to mergers and acquisitions
structuring and due diligence in the private equity industry.  His
work has also included divestitures, leveraged buyouts,
bankruptcy, debt workout and cross-border transactions, along with
industry experience in asset management, real estate, retail and
distribution, consumer products and manufacturing.  Mr. O'Neill is
a certified public accountant and is a member of the American
Institute of Certified Public Accountants, Connecticut Society of
Certified Public Accountants and New York State Society of
Certified Public Accountants.

                   About Alvarez & Marsal

Alvarez & Marsal works with private equity firms, hedge funds and
corporate acquirers to identify and maximize value at every point
in the transaction lifecycle.  With an integrated and uniquely
operational perspective, our services include: Financial
Accounting Due Diligence, Operational Due Diligence, Tax Due
Diligence and other related offerings.

The firm is the exclusive restructuring, turnaround and
performance improvement sponsor of the New York Private Equity
Network ("NYPEN"), the premier education, leadership and
networking organization exclusively for professionals at private
equity and venture capital funds in the New York City area.

Since 1983, Alvarez & Marsal has set the standard for working with
organizations to tackle complex issues, boost performance and
maximize value for stakeholders.  As a leading, independent global
professional services firm, Alvarez & Marsal excels at leadership,
problem solving and value creation.  Whether serving in interim
management or advisory roles, the firm draws on a deep operational
heritage and hands-on approach to deliver comprehensive
performance improvement, turnaround management and business
advisory services to clients ranging from international
enterprises and middle market companies to public sector and
healthcare entities from nearly 40 locations around the world.
The firm has also been recognized as one of the Best Firms to Work
for by Consulting magazine.


* Manchester Companies Names New Partners / Shareholders
--------------------------------------------------------
Manchester Companies, Inc., has named Jeffrey P. Baker as Managing
Partner and Chris Sheffert as Partner, with both also becoming
shareholders in the firm.  "I am enthusiastic to have Jeff and
Chris join me as partners and shareholders as we execute our
shared vision of building on our brand as a leading financial
advisory and restructuring firm serving small and middle-market
companies, institutional lenders, and private equity investors
across the nation," said Manchester's Founder Mark W. Sheffert,
who remains the firm's Chairman and Chief Executive Officer.

As Managing Partner, Jeffrey Baker, CPA (license inactive), is
responsible for overseeing and managing the firm's client
engagements and its overall operations.  Baker joined Manchester
in 2007 as a general partner of Manchester Capital Fund, LLC, a
private equity fund formed to make equity investments in stressed
and distressed small and middle-market companies.  Since joining
Manchester he has led major client engagements including
restructurings, refinancings, and bankruptcies.  Prior to joining
Manchester, Baker was a partner in MHW Capital, a New York-based
hedge fund focused on investments in distressed public companies.
He is also formerly a senior partner with PricewaterhouseCoopers,
where he led some of the most complex mergers and acquisitions,
restructurings, and bankruptcy cases in the world.

He also served as a member of the Executive Leadership Team of
PricewaterhouseCoopers Consulting where he was responsible for
Strategy and Corporate Development on behalf of the firm.

As Partner, Chris Sheffert is responsible for managing the firm's
client financial services, including engagement leadership,
financing and re-financing structuring and sourcing, and marketing
to financial institutions, private equity and mezzanine funds.
Most recently, Chris Sheffert was a private equity investor with
Svoboda Capital Partners, a $250 million Chicago-based middle-
market private equity fund.  He joined Svoboda after receiving his
MBA from Stanford University's Graduate School of Business.  Prior
to Stanford, he was a Vice President with Manchester responsible
for business development.

Manchester Companies, Inc., provides award-winning financial
advisory and restructuring services for its clients from its
headquarters in Minneapolis and offices in Chicago and Dallas.


* Mark Kindy Joins Alvarez & Marsal Services
--------------------------------------------
Forensic technology and security services specialist Mark Kindy
has joined Alvarez & Marsal's Dispute Analysis & Forensic Services
as a managing director based in New York.

Mr. Kindy brings more than 20 years of litigation, discovery and
technology experience concentrating on electronic discovery
management for corporations and law firms.  He focuses on
assisting clients to manage and reduce costs across all aspects of
litigation readiness, technology, data preservation and discovery.
Mr. Kindy is currently assisting the Lehman Bankruptcy estate and
his previous clients have included NEC, HCA, CitiCorp, Johnson &
Johnson, R.J. Reynolds and numerous Am Law 250 law firms.

Al Lakhani, head of the firm's Forensic Technology practice, said,
"Mark has an extensive background working with companies and their
legal advisers to address complex financial, technology and data
preservation issues, as well as dealing with disputes or
regulatory probes."  Mr. Lakhani continued, "With the economic and
regulatory environment leading to increased levels of litigation
and investigation, his expertise will be a great addition to our
team, which is being frequently called upon to bring our
experience to bear in a variety of contentious situations."

Prior to joining A&M, Mr. Kindy spent time with global consulting
firms and leading eDiscovery Service Providers in executive
management, partner and managing director roles, including tenures
with Merrill Corporation, FTI Consulting and Andersen.

Mr. Kindy earned a bachelor's degree in accounting, with high
distinction, from Indiana University.  He is a CPA in Ohio and
Arizona, and is also on the board of the Darien Technology &
Community Foundation (DT&CF).

                    About Alvarez & Marsal

Since 1983, Alvarez & Marsal (A&M), a leading global professional
services firm, has set the standard for working with organizations
to solve complex problems, improve performance, drive critical
change and maximize value for stakeholders.  The firm has 1,600
professionals in offices across North America, Europe, the Middle
East, Asia and Latin America.


* Stroock Names New Partner & Special Counsel
---------------------------------------------
Stroock & Stroock & Lavan LLP named one new Partner and four new
Special Counsel, effective January 1, 2010.

"We are proud of this group of talented attorneys who have made
strong contributions to core practice areas of the firm.  They
have provided outstanding services for our clients," said Alan M.
Klinger, Stroock's co-managing partner.

The new Partner and Special Counsel are:

Erez E. Gilad (Partner - Financial Restructuring, New York) Mr.
Gilad specializes in corporate restructurings inside and outside
of bankruptcy.  He has extensive experience representing hedge
funds, private equity firms, corporate clients and bondholder and
creditor committees in all aspects of the negotiation and
implementation of bankruptcy proceedings and out of court
restructurings.  Recent and current representations include the Ad
Hoc Committee of Second Lien Noteholders of Trump Entertainment;
Official Creditor Committees in Tropicana Entertainment and Dayton
Superior; and the Ad Hoc Noteholder Committees in Caraustar and
IAC/InterActiveCorp.

Jason R. Bendel (Special Counsel - Litigation, Los Angeles) Mr.
Bendel's practice focuses on business litigation with an emphasis
on insurance coverage and bad faith litigation.  Since joining
Stroock in 2000, Mr. Bendel has represented clients in both state
and federal courts throughout the United States and has been
involved in several jury trials.  These matters have included
insurance bad faith and securities disputes.  Mr. Bendel has
substantial experience advising insurance carriers on insurance
coverage matters under several types of insurance policies,
including commercial general liability, property/casualty, and
directors & officers policies.

Royce F. Cohen (Special Counsel - Litigation, New York) Ms.
Cohen's practice focuses on insurance and reinsurance arbitration
and litigation.  She has represented both cedents and reinsurers
in a variety of matters, including comprehensive general
liability, excess and umbrella liability, workers' compensation,
asbestos, environmental and property/casualty insurance.  These
matters include misrepresentations in connection with the
placement of reinsurance, disputes as to the coverage provided by
treaties and policies, standards of accountability of cedents as
fronting companies, standards of conduct applicable to ceding
companies in their dealings with reinsurers and disputes involving
program managers.

Cary Joy Economou (Special Counsel - Litigation, Los Angeles) Ms.
Economou devotes a substantial portion of her practice serving as
coverage and litigation counsel to domestic and international
insurance carriers in matters pertaining to various forms of
professional liability coverage, including D&O, E&O, and EPL. Ms.
Economou focuses on counseling carriers on claims arising from
securities class actions, derivative litigation, and employment
practices related litigation in state and federal courts around
the country.  Ms. Economou has extensive experience resolving
insurance coverage disputes through mediation and other
alternative dispute resolution methods.  Ms. Economou has also
been engaged in the defense of SEC and other administrative
investigations and proceedings.  In these matters, she has
represented corporations, accounting firms and their individual
auditors, and directors and officers.

Andrew S. Lewner (Special Counsel - Litigation, New York) Mr.
Lewner concentrates his practice on complex insurance and
reinsurance matters.  Mr. Lewner has represented ceding companies,
reinsurers, retrocessionaires and liquidators in a wide range of
matters in federal and state courts and before arbitration panels
throughout the country.  These matters have involved such issues
as misrepresentations in connection with the placement of
reinsurance, disputes as to the coverage provided by reinsurance
treaties, insurance policies and facultative reinsurance
certificates, rent-a-captive arrangements, standards of conduct
applicable to ceding companies in their dealings with reinsurers
and disputes with program managers and broker negligence. Mr.
Lewner has been involved with disputes relating to a broad
spectrum of insurance products, including general liability,
excess and umbrella liability, workers' compensation, asbestos,
environmental, property/casualty and catastrophe insurance.

Stroock & Stroock & Lavan LLP is a law firm providing
transactional and litigation guidance to leading multinational
corporations, investment banks and private equity firms in the
U.S. and abroad.  Stroock's emphasis on client service and
innovation has made it one of the nation's leading law firms for
130 years.  Stroock's practice areas include capital
markets/securities, commercial finance, mergers and acquisitions
and joint ventures, private equity, private funds, derivatives and
commodities, employment law and benefits, energy and project
finance, entertainment, environmental law, financial
restructuring, financial services litigation, insurance,
intellectual property, investment management, litigation, personal
client services, real estate, structured finance and tax.


* 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 Luna Enterprises
        dba Jalapeno's Mexican Restraurant
   Bankr. M.D. Ala. Case No. 10-30024
      Chapter 11 Petition Filed January 6, 2010
         See http://bankrupt.com/misc/almb10-30024p.pdf
         See http://bankrupt.com/misc/almb10-30024c.pdf

In Re Jimmy D. Stack
        aka Allbest Enterprises, LLC
        aka Jim Stack
      Mimie A. Ocupe
   Bankr. Ariz. Case No. 10-00302
      Chapter 11 Petition Filed January 6, 2010
         See http://bankrupt.com/misc/azb10-00302.pdf

In Re Gary L. Glasband
   Bankr. C.D. Calif. Case No. 10-10465
      Chapter 11 Petition Filed January 6, 2010
         See http://bankrupt.com/misc/cacb10-10465.pdf

In Re World Blackbelt Inc.
   Bankr. C.D. Calif. Case No. 10-10148
      Chapter 11 Petition Filed January 6, 2010
         Filed As Pro Se

In Re Tonjuana Jeanine Kidd
   Bankr. E.D. Calif. Case No. 10-20219
      Chapter 11 Petition Filed January 6, 2010
         Filed As Pro Se

In Re Sothy Lai
   Bankr. S.D. Calif. Case No. 10-00173
      Chapter 11 Petition Filed January 6, 2010
         See http://bankrupt.com/misc/casb10-00173.pdf

In Re Patrick R. Guiry
   Bankr. Colo. Case No. 10-10159
      Chapter 11 Petition Filed January 6, 2010
         See http://bankrupt.com/misc/cob10-10159.pdf

In Re PBM Group, LLC
   Bankr. Del. Case No. 10-10040
      Chapter 11 Petition Filed January 6, 2010
         See http://bankrupt.com/misc/deb10-10040.pdf

In Re Genesis Engineering and Constructors Corp.
   Bankr. N.D. Fla. Case No. 10-40008
      Chapter 11 Petition Filed January 6, 2010
         See http://bankrupt.com/misc/flnb10-40008.pdf

In Re Homeshow Daily Fed, LLC
   Bankr. Idaho Case No. 10-00014
      Chapter 11 Petition Filed January 6, 2010
         See http://bankrupt.com/misc/idb10-00014.pdf

In Re J. Jireh's Corporation
   Bankr. N.D. Ill. Case No. 10-00273
      Chapter 11 Petition Filed January 6, 2010
         See http://bankrupt.com/misc/ilnb10-00273.pdf

In Re Westgate Village Associates, LLP
   Bankr. E.D. Mo. Case No. 10-20003
      Chapter 11 Petition Filed January 6, 2010
         See http://bankrupt.com/misc/moeb10-20003.pdf

In Re Mystic Island Pediatrics, PA
   Bankr. N.J. Case No. 10-10328
      Chapter 11 Petition Filed January 6, 2010
         See http://bankrupt.com/misc/njb10-10328.pdf

In Re Mohammad Hussain
      Ghulam Fatima Hussain
   Bankr. E.D. N.Y. Case No. 10-40071
      Chapter 11 Petition Filed January 6, 2010
         See http://bankrupt.com/misc/nyeb10-40071.pdf

In Re RORO/JIM, Inc.
   Bankr. N.D. N.Y. Case No. 10-60024
      Chapter 11 Petition Filed January 6, 2010
         See http://bankrupt.com/misc/nynb10-60024.pdf

In Re Markus Klinko
   Bankr. S.D. N.Y. Case No. 10-10053
      Chapter 11 Petition Filed January 6, 2010
         See http://bankrupt.com/misc/nysb10-10053.pdf

In Re Mine Hill Coal Co. #7 Inc.
   Bankr. M.D. Pa. Case No. 10-00059
      Chapter 11 Petition Filed January 6, 2010
         See http://bankrupt.com/misc/pamb10-00059.pdf

In Re Bentley Construction Co. Inc.
   Bankr. W.D. Pa. Case No. 10-20062
      Chapter 11 Petition Filed January 6, 2010
         See http://bankrupt.com/misc/pawb10-20062.pdf

In Re Louis J. Lamanna
   Bankr. W.D. Pa. Case No. 10-20059
      Chapter 11 Petition Filed January 6, 2010
         See http://bankrupt.com/misc/pawb10-20059.pdf

In Re Bonilla Liquors, Inc.
   Bankr. R.I. Case No. 10-10043
      Chapter 11 Petition Filed January 6, 2010
         See http://bankrupt.com/misc/rib10-10043.pdf

In Re Henry David Christman
        dba Henry Christman Construction
   Bankr. M.D. Tenn. Case No. 10-00060
      Chapter 11 Petition Filed January 6, 2010
         See http://bankrupt.com/misc/tnmb10-00060.pdf

In Re Wesley F. Honza, Jr.
   Bankr. N.D. Texas Case No. 10-30245
      Chapter 11 Petition Filed January 6, 2010
         See http://bankrupt.com/misc/txnb10-30245.pdf

In Re 10818 N. Scottsdale, LLC
   Bankr. Ariz. Case No. 10-00355
      Chapter 11 Petition Filed January 7, 2010
         See http://bankrupt.com/misc/azb10-00355.pdf

In Re Acambaro Mexican Restaurant, Inc.
   Bankr. W.D. Ark. Case No. 10-70060
      Chapter 11 Petition Filed January 7, 2010
         See http://bankrupt.com/misc/arwb10-70060.pdf

In Re Ana Antonia Martinez
        aka Antonia Martinez
   Bankr. C.D. Calif. Case No. 10-10562
      Chapter 11 Petition Filed January 7, 2010
         See http://bankrupt.com/misc/cacb10-10562.pdf

In Re Leonel Agramont
      Emma Agramont
   Bankr. C.D. Calif. Case No. 10-10430
      Chapter 11 Petition Filed January 7, 2010
         See http://bankrupt.com/misc/cacb10-10430.pdf

In Re Stone Specialties of Tampa Bay, Inc.
   Bankr. M.D. Fla. Case No. 10-00227
      Chapter 11 Petition Filed January 7, 2010
         See http://bankrupt.com/misc/flmb10-00227.pdf

In Re Club SoHot Tanning Company, LLC
        fka Club Soho Tanning Company, LLC
   Bankr. M.D. Fla. Case No. 10-00223
      Chapter 11 Petition Filed January 7, 2010
         See http://bankrupt.com/misc/flmb10-00223.pdf

In Re Dalton Rug Outlet, Inc.
        dba Real Deals on Rugs
   Bankr. N.D. Ga. Case No. 10-20088
      Chapter 11 Petition Filed January 7, 2010
         See http://bankrupt.com/misc/ganb10-20088.pdf

In Re Richard Arthur Blood
        aka Richard A. Blood
        aka Richard Blood
   Bankr. Md. Case No. 10-10400
      Chapter 11 Petition Filed January 7, 2010
         See http://bankrupt.com/misc/mdb10-10400.pdf

In Re Next Generation Media, Inc.
   Bankr. Minn. Case No. 10-40097
      Chapter 11 Petition Filed January 7, 2010
         See http://bankrupt.com/misc/mnb10-40097.pdf

In Re Grand Old Post Office, LLC
   Bankr. S.D. Miss. Case No. 10-00049
      Chapter 11 Petition Filed January 7, 2010
         See http://bankrupt.com/misc/mssb10-00049.pdf

In Re Dynamic Image Displays LLC
   Bankr. Neb. Case No. 10-40028
      Chapter 11 Petition Filed January 7, 2010
         Filed As Pro Se

In Re Byzantine Holdings LTD
        aka Aphrodite Cleaners
   Bankr. S.D. N.Y. Case No. 10-10060
      Chapter 11 Petition Filed January 7, 2010
         Filed As Pro Se

In Re Homefront Properties LLC
   Bankr. W.D. N.Y. Case No. 10-10052
      Chapter 11 Petition Filed January 7, 2010
         See http://bankrupt.com/misc/nywb10-10052.pdf

In Re Monterrey Mexican Restaurant of Kernersville, Inc.
   Bankr. M.D. N.C. Case No. 10-50016
      Chapter 11 Petition Filed January 7, 2010
         Filed As Pro Se

In Re Ahmed Hamade
        aka Diamond Motors
   Bankr. Ore. Case No. 10-30079
      Chapter 11 Petition Filed January 7, 2010
         Filed As Pro Se

In Re Lozier Townhomes, LLC
   Bankr. Ore. Case No. 10-60046
      Chapter 11 Petition Filed January 7, 2010
         Filed As Pro Se

In Re RDR Lawn, L.P.
   Bankr. E.D. Pa. Case No. 10-10147
      Chapter 11 Petition Filed January 7, 2010
         See http://bankrupt.com/misc/paeb10-10147.pdf

In Re Clarion River Lodge, Inc.
   Bankr. W.D. Pa. Case No. 10-10024
      Chapter 11 Petition Filed January 7, 2010
         See http://bankrupt.com/misc/pawb10-10024.pdf

In Re Anyway Mailing Service International, LLC
        aka AMSI
   Bankr. M.D. Tenn. Case No. 10-00112
      Chapter 11 Petition Filed January 7, 2010
         See http://bankrupt.com/misc/tnmb10-00112.pdf

In Re William Stephen Campbell
   Bankr. E.D. Tenn. Case No. 10-10077
      Chapter 11 Petition Filed January 7, 2010
         See http://bankrupt.com/misc/tneb10-10077p.pdf
         See http://bankrupt.com/misc/tneb10-10077c.pdf

In Re DNK Venture Partners LLC
        fka D Swartz Enterprises LLC
        dba Cork Wine Bar
   Bankr. S.D. Texas Case No. 10-30282
      Chapter 11 Petition Filed January 7, 2010
         Filed As Pro Se

In Re Daniel E. Gutierrez
      Carol Gutierrez
   Bankr. W.D. Texas Case No. 10-30040
      Chapter 11 Petition Filed January 7, 2010
         See http://bankrupt.com/misc/txwb10-30040.pdf

In Re LEM Services Corporation
   Bankr. E.D. Wash. Case No. 10-00066
      Chapter 11 Petition filed January 7, 2010
         See http://bankrupt.com/misc/txsb10-30112p.pdf
         See http://bankrupt.com/misc/paeb09-23290c.pdf

In Re Aaron Ingersoll
      Kirby Ingersoll
   Bankr. Ariz. Case No. 10-00515
      Chapter 11 Petition Filed January 8, 2010
         See http://bankrupt.com/misc/azb10-00515.pdf

In Re Sharp Structural Inc.
        aka Desert Rising Inc
   Bankr. Ariz. Case No. 10-00437
      Chapter 11 Petition Filed January 8, 2010
         See http://bankrupt.com/misc/azb10-00437.pdf

In Re The Corner Office LLC
   Bankr. Ariz. Case No. 10-00518
      Chapter 11 Petition Filed January 8, 2010
         See http://bankrupt.com/misc/azb10-00518.pdf

In Re Interstate Systems Installation LLC
   Bankr. Ariz. Case No. 10-00519
      Chapter 11 Petition Filed January 8, 2010
         See http://bankrupt.com/misc/azb10-00519.pdf

In Re Brighhtlight Delivery Services, Inc.
        aka Toa Spa Equipment, Inc.
   Bankr. C.D. Calif. Case No. 10-10748
      Chapter 11 Petition Filed January 8, 2010
         See http://bankrupt.com/misc/cacb10-10748.pdf

In Re Charles D. Dietz
        dba Residential Appraisal Group
        fdba Cucina Latella, USA
        dba Dietz Design Group
        dba Frutta Bellissimo
   Bankr. C.D. Calif. Case No. 10-10547
      Chapter 11 Petition Filed January 8, 2010
         See http://bankrupt.com/misc/cacb10-10547.pdf

In Re Inayat Unissa Bergum
   Bankr. C.D. Calif. Case No. 10-10220
      Chapter 11 Petition Filed January 8, 2010
         See http://bankrupt.com/misc/cacb10-10220.pdf

In Re Perana Investments Corporation
   Bankr. C.D. Calif. Case No. 10-10231
      Chapter 11 Petition Filed January 8, 2010
         Filed As Pro Se

In Re The Family Doctors of Buena Ventura, P.A.
   Bankr. M.D. Fla. Case No. 10-00300
      Chapter 11 Petition Filed January 8, 2010
         See http://bankrupt.com/misc/flmb10-00300.pdf

In Re Pinehurst Travel Center, Inc.
   Bankr. M.D. Ga. Case No. 10-50058
      Chapter 11 Petition Filed January 8, 2010
         See http://bankrupt.com/misc/gamb10-50058p.pdf
         See http://bankrupt.com/misc/gamb10-50058c.pdf

In Re Stone Surfaces MD, Inc.
   Bankr. Md. Case No. 10-10492
      Chapter 11 Petition Filed January 8, 2010
         See http://bankrupt.com/misc/mdb10-10492.pdf

In Re Spyros D. Kountanis
   Bankr. Nev. Case No. 10-10253
      Chapter 11 Petition Filed January 8, 2010
         See http://bankrupt.com/misc/nvb10-10253.pdf

In Re 4 B&T Corp, LLC
        dba Back Door Restaurant
        dba Valley Market
   Bankr. W.D. N.C. Case No. 10-40015
      Chapter 11 Petition Filed January 8, 2010
         See http://bankrupt.com/misc/ncwb10-40015.pdf

In Re Bruce J. Ahart
      Martina Ahart
   Bankr. W.D. N.C. Case No. 10-40016
      Chapter 11 Petition Filed January 8, 2010
         See http://bankrupt.com/misc/ncwb10-40016.pdf

In Re Byron Keith Dobbs
        dba Re/Max Dallas Suburbs
      Julie Dobbs
   Bankr. E.D. Tenn. Case No. 10-40107
      Chapter 11 Petition Filed January 8, 2010
         See http://bankrupt.com/misc/txeb10-40107.pdf

In Re Guillermo J. Saldarriaga
      Maria F. Saldarriaga
   Bankr. S.D. Fla. Case No. 10-10415
      Chapter 11 Petition Filed January 9, 2010
         See http://bankrupt.com/misc/flsb10-10415.pdf

In Re Michael Steven Gregory
        aka Michael S Gregory
        aka Michael Gregory
      Angela Jane Gregory
        aka Angela J Gregory
        aka Angela Gregory
   Bankr. Md. Case No. 10-10500
      Chapter 11 Petition Filed January 9, 2010
         See http://bankrupt.com/misc/mdb10-10500.pdf

In Re David E. Caldwell
   Bankr. M.D. Tenn. Case No. 10-00173
      Chapter 11 Petition Filed January 9, 2010
         See http://bankrupt.com/misc/tnmb10-00173.pdf

In Re Villa Carmel Apts., LLC
   Bankr. Ariz. Case No. 10-00546
      Chapter 11 Petition Filed January 10, 2010
         See http://bankrupt.com/misc/azb10-00546.pdf

In Re TAAF, LLC
   Bankr. E.D. N.C. Case No. 10-00171
      Chapter 11 Petition Filed January 10, 2010
         See http://bankrupt.com/misc/nceb10-00171.pdf



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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