TCR_Public/100208.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, February 8, 2010, Vol. 14, No. 38

                            Headlines

1ST AMERICAN: Community Development Bank Assumes All Deposits
225 RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
90 DEL SOL: Voluntary Chapter 11 Case Summary
ADVANTA CORP: Gets Permission to Reject Suite Lease Agreements
ADVANTA CORP: Stonehill Capital Ceases to be Owner of 5% of Stock

ALERIS DEUTSCHLAND: Case Summary & 30 Largest Unsecured Creditors
ALERIS INTERNATIONAL: Files Plan of Reorganization
AMR CORP: JAL Might Stick With American Airlines
ARTHUR GROOM: Files for Chapter 11 Bankruptcy Due to Recession
ARTHUR GROOM: Case Summary & 20 Largest Unsecured Creditors

ASARCO LLC: Insists on Revocation of Directors' Bonuses
ASARCO LLC: Parent Submits Counterproposal to Union
ASARCO LLC: Proposes Examiner to Check on $228 Mil. in Fees
ASARCO LLC: Proposes to Settle Werner Enterprises' Claims
ASPEN LAND: Federal Judge Dismisses Chapter 11 Proceeding

ATCHLEY APPLIANCE: Case Summary & 15 Largest Unsecured Creditors
ATRIUM CORP: DIP Financing, Cash Collateral Use Get Interim OK
ATRIUM CORP: Babson Objects to Prepackaged Plan
AVIS BUDGET: Bank Debt Trades at 2% Off in Secondary Market
BANK OF AMERICA: Agrees to Pay $150 Million to Settle SEC Charges

BANK OF AMERICA: Ex-CEO Faces Civil Charges by NY Attorney General
BERNARD MADOFF: Ex-Client Advances Hike to $99-Mil. in 3 Months
BERNARD MADOFF: Relatives Agree to Asset Freeze
BOOT TOWN: Court Approves Chapter 11 Bankruptcy Liquidation Plan
BRYAN JENKINS: Case Summary & 15 Largest Unsecured Creditors

BRYAN SONG: Case Summary & 1 Largest Unsecured Creditor
BTA BANK JSC: Chapter 15 Case Summary
BENDIX COMMERCIAL: PBGC Seeks Payment of $16.9-Mil. Pension Debt
BERNARD MADOFF: Sons Agree to Personal Asset Freeze
BROOKWOOD NURSING: Voluntary Chapter 11 Case Summary

CALIFORNIA COASTAL: Hovde Capital Owns 14.17% of Common Shares
CALIFORNIA COASTAL: Lloyd Miller Ceases to be Owner of 5% of Stock
CALVIN WHITE: Section 341(a) Meeting Scheduled for March 9
CANADIAN TRUST: Canaccord Nets $4.2MM from Sale of ABCP Investment
CARLETON ENTERPRISES: Case Summary & 10 Largest Unsec. Creditors

CARMIKE CINEMAS: Debt Trades at 0.27% Off in Secondary Market
CATHOLIC CHURCH: Wilmington Has 2nd Nod for Investment Withdrawals
CATHOLIC CHURCH: Wilmington's Removal Period Extended to May 1
CATHOLIC CHURCH: Court Directs Wilmington Fee Examiner
CCS MEDICAL: Has Equivalent of Second-Lien Committee

CFS PROPERTIES: Case Summary & 13 Largest Unsecured Creditors
CHARLES MENDY: Case Summary & 15 Largest Unsecured Creditors
CHARTER COMMS: Bank Debt Trades at 6% Off in Secondary Market
CHAU DO PAPATHEODOROU: Case Summary & 9 Largest Unsec. Creditors
CHAUTAUQUA COUNTY: S&P Downgrades Long-TERM Rating to "BB+"

CHEMITEK 2006 LLC: Case Summary & 19 Largest Unsecured Creditors
CHEMTURA CORP: Obtains $450-Mil. Replacement DIP Financing
CHEMTURA CORP: Seeks Nod for New $450-Mil. DIP Facility
CHEMTURA CORP: Fee Applications of 20 Firms Approved
CHEMTURA CORP: Malone, et al., Want to Conduct Rule 2004 Exam

CHEMTURA CORP: Objects to $2.1 Billion in EPA Claims
CHL HOME BUILDERS: Case Summary & 20 Largest Unsecured Creditors
CHRIS BOUNLATH PHOUASALITH: Voluntary Chapter 11 Case Summary
CIRCUIT CITY: InterTAN Stay Period Extended to April 30
CIRCUIT CITY: Proposes Liquidation Retention Plan

CIRCUIT CITY: Proposes March 31 as 2nd Admin. Claims Bar Date
CITADEL BROADCASTING: Bank Debt Trades at 18% Off
CITIGROUP INC: Eyes Expansion of Operations in Asia
CLAIRE'S STORES: Bank Debt Trades at 19% Off in Secondary Market
COMMISSARY OPS: Claim Priority Doesn't Nix New Value Defense

COMPASS POINTE: Updated Chapter 11 Case Summary
CONSECO INC: Elects Charles Murphy as Additional Director
CONSECO INC: Repurchases $64 Million of Old Debentures
CONVERA CORP: To Dissolve, Distributes $0.10 Per Share
CRESCENT RESOURCES: Bank Debt Trades at 60% Off

CRS MANAGEMENT: Case Summary & 1 Largest Unsecured Creditor
DANNY'S HAPPY VALLEY: Voluntary Chapter 11 Case Summary
DANNY'S RAINTREE: Voluntary Chapter 11 Case Summary
DANNY'S SCOTTSDALE: Voluntary Chapter 11 Case Summary
DELTA AIR: JAL Might Stick With American Airlines

DENHAM HOMES: Section 341(a) Meeting Scheduled for March 2
DOLE FOOD: Moody's Upgrades Corporate Family Rating to "B1"
DENNIS CHESTER DARU: Case Summary & 12 Largest Unsecured Creditors
DEVELOPMENTS DIVERSIFIED: Case Summary & Creditors List
DOLE FOOD: Bank Debt Trades at 100.26% in Secondary Market

DORUT CAIENAR: Voluntary Chapter 11 Case Summary
E*TRADE FINANCIAL: BlackRock Discloses 6.43% Equity Stake
E*TRADE FINANCIAL: BNY ConvergEx's CEO Joseph Velli Joins Board
EDMOND ANTHONY PETRUS: Case Summary & 9 Largest Unsec. Creditors
EDUCATION RESOURCES: Proposes to Pay Up to 60% of Unsecured Claims

EDUCATION RESOURCES: Nellie Mae Resigns from Unsecureds Committee
EDWARD MARANDOLA: Section 341(a) Meeting Scheduled for March 2
EUGEN ARMSTRONG: Case Summary & 20 Largest Unsecured Creditors
FLEXTRONICS INT'L: Bank Debt Trades at 4% Off in Secondary Market
FONTAINEBLEAU LV: Loses Appeal Attempt In Lender Fight

FORD MOTOR: Bank Debt Trades at 6% Off in Secondary Market
FILI ENTERPRISES: Has Access to Cash Collateral Until February 17
FILI ENTERPRISES: Files Schedules of Assets and Liabilities
FILI ENTERPRISES: U.S. Trustee Forms 3-Member Creditors Panel
FINLAY ENTERPRISES: GOB Sales Generate $122 Million

FIRST CALIFORNIA: Fed Must Okay Future Trust Preferred Payments
FREESCALE SEMICONDUCTOR: Moody's Puts "B2" Rating on Senior Loan
GENERAL GROWTH: Fee Committee Wants Hughes Hubbard as Counsel
GENERAL GROWTH: Proposes CB Richard as Sales Agent
GENERAL GROWTH: To Hire KPMG as Ordinary Course Professional

GIULIO CARUSO: Case Summary & 18 Largest Unsecured Creditors
GLOMETRO INC: Case Summary & 17 Largest Unsecured Creditors
GMAC INC: Moody's Reviews Servicing Facility for Downgrade
GMAC INC: Moody's Hikes Unsec. Rating to 'B3' With Stable Outlook
GREDE FOUNDRIES: Seeks to Reject USW CBA and Retiree Benefits

GREEN CAFE: Case Summary & 4 Largest Unsecured Creditors
HAEMACURE CORP: Has Until March 22 to File Proposal to Creditors
HALCYON HOLDING: Sony Bids for Terminator Franchise Rights
HAWAIIAN TELCOM: Hawaii PUC Conflict Could Affect Emergence
HAWAIIAN TELCOM: Post-Confirmation Report for Fourth Quarter

HAWAIIAN TELCOM: Seeks Nod for Amendment to Zolfo Services Pact
HENRY ANDERSON: Case Summary & 20 Largest Unsecured Creditors
HERBST GAMING: HSBC Bank Appeals Amended Confirmation Order
HERTZ CORP: Bank Debt Trades at 3% Off in Secondary Market
HEXION SPECIALTY: Raises Prices for Resins, Acrylic Products

HOWARD SCOTT ROSS: Case Summary & 4 Largest Unsecured Creditors
IMPERIAL INDUSTRIES: Posts $1.8 Million Net Loss in Q3 2009
INDUSTRY WEST: Loan Woes Prompt Chapter 11 Filing
INGLEWOOD BUSINESS: Case Summary & 3 Largest Unsecured Creditors
INHIBITEX INC: Regains NASDAQ Listing Compliance

IVAN FRY: Case Summary & 20 Largest Unsecured Creditors
JANET HEROLD COX: Voluntary Chapter 11 Case Summary
JAPAN AIRLINES: Might Stick With American Airlines
JOHN GOWAN: Case Summary & 20 Largest Unsecured Creditors
JOHN KENDALL: Case Summary & 20 Largest Unsecured Creditors

JOOS ELECTRIC: Case Summary & 15 Largest Unsecured Creditors
JONES-RAY COMPANY: Voluntary Chapter 11 Case Summary
KAYBE PROPERTIES: Voluntary Chapter 11 Case Summary
KEMET CORP: Posts $1.8 Million Net Loss in December Quarter
KING REAL ESTATE: Maverick Bids $1.5 Million for Most Assets

L&M GBC APT: Case Summary & 2 Largest Unsecured Creditors
LANDAMERICA FINANCIAL: Unit Sues UnitedTech For Contract Breach
LANDMARK FENCE: Alter Ego Claims Belong to Debtor's Estate
LAS VEGAS SANDS: Bank Debt Trades at 13% Off in Secondary Market
LAUREATE EDUCATION: Bank Debt Trades at 7% Off in Secondary Market

LEAP WIRELESS: Bank of New York Mellon Reports 6.46% Stake
LEAP WIRELESS: BlackRock Reports 6% Equity Stake
LEAP WIRELESS: Cancels Registration of 7.75% Senior Secured Notes
LEAP WIRELESS: Iridian Asset Management Reports 5% Stake
LEHMAN BROTHERS: Investors Try to Revive Minibonds Action

LEHMAN BROTHERS: S&P Withdraws LBDP's Issuer Credit Ratings
LEHMAN BROTHERS: Amended Suit Filed vs. 3 Units & 10 Managers
LEVEL PROPANE: 6th Cir. Says Motions to Vacate Were Too Late
LIBBEY INC: Receives Tenders & Consents for Senior Secured Notes
LIGHTPATH TECH: Swings to $41,676 Net Income in Dec. Quarter

LINK DEVELOPMENT: Section 341(a) Meeting Scheduled for March 8
M & Z: Section 341(a) Meeting Scheduled for March 3
M & Z: List of Nine Largest Unsecured Creditors
M/I HOMES: Moody's Affirms Corporate Family Rating at "B3"
MARKETPLACE DEVELOPMENT: Case Summary & 7 Largest Unsec. Creditors

MARY GAVAN: Voluntary Chapter 11 Case Summary
MCCLATCHY COMPANY: Discloses Amendment to Debt Tender Offer
MCCLATCHY COMPANY: Discloses Pricing of $875MM of 2017 Notes
MCGRATH'S PUBLICK: Files for Bankruptcy to Reorganize Business
MCGRATH'S PUBLICK: Case Summary & 20 Largest Unsecured Creditors

MESA AIR: Gets Approval to Limit Trading to Protect NOLs
MESA AIR: Gets Final Nod to Keep Customer Programs
MESA AIR: Gets Nod to Honor Prepetition Fuel Contracts
METRO-GOLDWYN-MAYER: Debt Trades at 41% Off in Secondary Market
MICHAEL CLEMENT: Case Summary & 7 Largest Unsecured Creditors

MKTG INC: Three Members Resign from Board of Directors
MKTG INC: Receives Going Concern Audit Report for Fiscal 2009
MKTG INC: Receives Nasdaq Non-Compliance Notice
MONEY4GOLD HOLDINGS: Incurs $1.9 Million Net Loss in Q3 2009
MOODY NATIONAL: RLJ Asks Court for Dismissal of Bankruptcy Case

MOODY NATIONAL: Asks for Court's Permission to Use Cash Collateral
MORGAN FAMILY: Voluntary Chapter 11 Case Summary
MORTGAGE GUARANTY: Moody's Cuts Insurance Strength Rating to "Ba3"
MOVIE GALLERY: Gets Court Approval of First Day Motions
NEENAH ENTERPRISES: Case Summary & 30 Largest Unsecured Creditors

NEENAH ENTERPRISES: Ch. 11 Filing Cues Moody's Rating Cut to "D"
NEVADA RESOURCE: Voluntary Chapter 11 Case Summary
NORTEL NETWORK: CCAA Stay Extended Until April 23
NORTEL NETWORK: Court to Hold March 3 Hearing on CVAS Biz Sale
NORTEL NETWORK: Gets Nod for $190.8MM Canadian Funding Agreement

NORTEL NETWORK: Plan Exclusivity Extended Until July 13
NOVELIS INC: Bank Debt Trades at 5% Off in Secondary Market
OMEGA HEALTHCARE: Prices US$200 Million Senior Note Offering
PACIFIC PANORAMA: Section 341(a) Meeting Scheduled for March 4
PALISADES PARK PLAZA: Case Summary & 4 Largest Unsecured Creditors

PANOLAM HOLDINGS: Court Approves Closing of Chapter 11 Cases
PCAA PARENT: Gets Interim OK to Obtain Financing From ING
PCAA PARENT: Gets Court's Nod to Hire Epiq as Claims Agent
PCAA PARENT: Proposes April 20 Auction of Assets
PCAA PARENT: Section 341(a) Meeting Scheduled for March 4

PCAA PARENT: Taps Richards Layton as Bankruptcy Counsel
PCAA PARENT: Wants to Hire Milbank Tweed as Co-Counsel
PENN TRAFFIC: Soundpost Partners Owns 3.3% of Common Stock
PHILADELPHIA NEWSPAPERS: Takes Rule 2019 Dispute to 3rd Circuit
PHOENIX PLAZA: Case Summary & 20 Largest Unsecured Creditors

PIENSO LLC: Case Summary & 7 Largest Unsecured Creditors
PIXMAN NOMADIC: Restructures and Seeks Buyers for its Activities
POWELL'S INTERNATIONAL: Voluntary Chapter 11 Case Summary
PRIMUS TELECOM: Morgens Waterfall Owns 6.3% of Common Stock
PROFESSIONAL LAND: Case Summary & 20 Largest Unsecured Creditors

PROLIANCE INTERNATIONAL: Auctions NRF Stock on February 17
REPUBLIC MORTGAGE: Moody's Cuts Insurance Strength Rating to "Ba1"
RESIDENTIAL CAPITAL: Moody's Maintains 'C' Rating
ROBERT N LUPO: Court Establishes March 2 as Claims Bar Date
ROCHELLE ROJAS: Case Summary & 20 Largest Unsecured Creditors

ROBERT JULIO ALARCON: Case Summary & 20 Largest Unsec. Creditors
SAIGON VILLAGE: Can Access Cash Collateral to Pay Power Bills
SERVICE MASTER: Bank Debt Trades at 7% Off in Secondary Market
SILVER SPRING: Case Summary & 3 Largest Unsecured Creditors
SL GREEN: Fitch Affirms Issuer Default Rating at "BB+"

SMURFIT-STONE CONTAINER: To Strike $650M Exit Financing Deal
SONICBLUE INC: SB Claims Wins Substantial Contribution Award
SPHERIS INC: Case Summary & 30 Largest Unsecured Creditors
ST. MARY'S HOSPITAL: Court Confirms Reorganization Plan
STATION CASINOS: Balks at Quinn Emanuel Fee Request

SUNSTATE EQUIPMENT: Moody's Upgrades Corp. Family Rating to "Caa1"
SUSAN KENDALL: Case Summary & 20 Largest Unsecured Creditors
SWIFT TRANSPORTATION: Debt Trades at 5% Off in Secondary Market
SYBARITE HOLDINGS: Voluntary Chapter 11 Case Summary
TELESAT CANADA: Bank Debt Trades at 2% Off in Secondary Market

TERRA INDUSTRIES: Fitch Affirms Issuer Default Ratings at "BB"
TIERRA VERDE: Section 341(a) Meeting Scheduled for March 1
TISHMAN SPEYER: Bank Debt Trades at 21% Off in Secondary Market
TRANCAS FUND I: Case Summary & 3 Largest Unsecured Creditors
TRIBUNE CO: Bank Debt Trades at 37% Off in Secondary Market

TRIBUNE CO: Claim Traders Offer 70 Cents-on-the-Dollar
TRIBUNE CO: Files Rule 2015.3 Report for December
TRIBUNE CO: Sidley Austin Bills $5.3 Mil. for Sept.-Nov.
TRIDENT RESOURCES: To Field Reorganization, Sale Offers
UNITED AIR: Bank Debt Trades at 19% Off in Secondary Market

UNO RESTAURANT: Creditors Cry Foul Over $52M in Financing
US AIRWAYS: Discloses Compensatory Arrangements for Officers
US AIRWAYS: Lowers Net Loss to $499 Million in 2009
US AIRWAYS: Pilots Call on Senators to Denounce Closures
U.S. ETHANOL: Case Summary & 20 Largest Unsecured Creditors

VENETIAN MACAU: Bank Debt Trades at 5% Off in Secondary Market
VENTAS INC: Moody's Upgrades Rating on Senior Debt From 'Ba1'
VIEWPOINTE: Case Summary & 17 Largest Unsecured Creditors
VISTEON CORP: Begins Filing Omnibus Claims Objections
VISTEON CORP: Wins Approval of Settlement With Toledo Molding

VISTEON CORP: Wins Approval of Siemens Financial Settlement
VISTEON CORP: Wins OK to Hire Deloitte as Tax Advisor
VISTEON CORP: Wants Pensioners Off Creditors Committee
WENDELL NORBY: Files for Chapter 11 Bankruptcy in Oregon
WEST CORP: Bank Debt Trades at Less Than 1% Off

WESTERN DAIRY: Case Summary & 20 Largest Unsecured Creditors
WESTERN REFINING: Bank Debt Trades at 7% Off in Secondary Market
WILLIAM BUCKLES: Case Summary & 16 Largest Unsecured Creditors
WILLIAMSBURG-HICKORY: Case Summary & 19 Largest Unsec. Creditors
WINDSTREAM CORP: S&P Downgrades Corporate Credit Rating to "BB-"

WITSOP-1 LLC: Files for Chapter 11 Bankruptcy to Avert Foreclosure
W.R. GRACE: Closing Arguments Heard, Interest Rate Debate Remains
W.R. GRACE: Records $71.2 Million Net Income for 2009
W.R. GRACE: Reports 4th Quarter 2009 Claims Settlements
WURZBURG INC: Blames Recession for Chapter 11 Bankruptcy Filing

XINHUA SPORTS: Receives Non-Compliance Notice From NASDAQ
YRC WORLDWIDE: Reports $899 Million Pre-Tax Loss for FY2009
ZAYAT STABLES: Has $2.45 Mil. DIP Loan From Unidentified Source
ZAYAT STABLES: Case Summary & 20 Largest Unsecured Creditors

* 2010 Bank Closings Now at 16 After 7 Banks Shuttered in 2 Weeks
* Bernanke to Testify Feb. 10 on Fed's Exit Stimulus Measures
* Ex-BofA CEO Atop List of Officials Faulted in Financial Crisis

* FDIC Says 4 Banks "Needs to Improve" CRA Compliance
* FTC Proposes Rule That Would Bar Mortgage Relief Companies
* More Firms Opt for Chapter 11 as Total Business Filings Drop
* NYU's Altman Predicts 2010 Defaults as High as 6.7%

* Haynes & Boone Expands East Coast Office

* BOND PRICING -- For the Week From February 1 - 5, 2010

                            *********

1ST AMERICAN: Community Development Bank Assumes All Deposits
-------------------------------------------------------------
1st American State Bank of Minnesota, Hancock, Minnesota, was
closed February 5 by the Minnesota Department of Commerce, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Community Development Bank, FSB, Ogema,
Minnesota, to assume all of the deposits of 1st American State
Bank of Minnesota.

The two branches of 1st American State Bank of Minnesota will
reopen on Monday as branches of Community Development Bank, FSB.
Depositors of 1st American State Bank of Minnesota will
automatically become depositors of Community Development Bank,
FSB. Deposits will continue to be insured by the FDIC, so there is
no need for customers to change their banking relationship to
retain their deposit insurance coverage. Customers should continue
to use the former 1st American State Bank of Minnesota branches
until they receive notice from Community Development Bank, FSB
that it has completed systems changes to allow other Community
Development Bank, FSB branches to process their accounts as well.

Friday evening and over the weekend, depositors of 1st American
State Bank of Minnesota were allowed to access their money by
writing checks or using ATM or debit cards.  Checks drawn on the
bank will continue to be processed. Loan customers should continue
to make their payments as usual.

As of December 31, 2009, 1st American State Bank of Minnesota had
approximately $18.2 million in total assets and $16.3 million in
total deposits. Community Development Bank, FSB did not pay the
FDIC a premium to assume all of the deposits of 1st American State
Bank of Minnesota. In addition to assuming all of the deposits,
Community Development Bank, FSB agreed to purchase essentially all
of the failed bank's assets.

The FDIC and Community Development Bank, FSB entered into a loss-
share transaction on $11.7 million of 1st American State Bank of
Minnesota's assets. Community Development Bank, FSB will share in
the losses on the asset pools covered under the loss-share
agreement. The loss-share transaction is projected to maximize
returns on the assets covered by keeping them in the private
sector. The transaction also is expected to minimize disruptions
for loan customers. For more information on loss share, please
visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-523-8159.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/1stamerican.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $3.1 million.  Community Development Bank, FSB's
acquisition of all the deposits was the "least costly" resolution
for the FDIC's DIF compared to all alternatives.  1st American
State Bank of Minnesota is the 16th FDIC-insured institution to
fail in the nation this year, and the third in Minnesota.  The
last FDIC-insured institution closed in the state was Marshall
Bank, N.A., Hallock , January 29, 2010.


225 RESTAURANT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 225 Restaurant LLC
          dba Lucy Brown's
        225 Varick Street
        New York, NY 10014

Bankruptcy Case No.: 10-10656

Chapter 11 Petition Date: February 5, 2010

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

Debtor's Counsel: Neal M. Rosenbloom, Esq.
                  Goldberg Weprin Finkel Goldstein LLP
                  1501 Broadway, 22nd Floor
                  New York, NY 10036
                  Tel: (212)-301-6923
                  Fax: (212) 422-6836
                  Email: NRosenbloom@gwfglaw.com

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

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

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/nysb10-10656.pdf

The petition was signed by Andrew Silverman, managing member of
the Company.


90 DEL SOL: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 90 Del Sol, LLC
        445 North Pantano, STE 100
        Tucson, AZ 85710

Bankruptcy Case No.: 10-02878

Chapter 11 Petition Date: February 4, 2010

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

Judge: Eileen W. Hollowell

Debtor's Counsel: Alan R. Solot, Esq.
                  Tilton & Solot
                  459 N Granada Ave
                  Tucson, AZ 85701
                  Tel: (520) 622-4622
                  Fax: (520) 882-9861
                  Email: arsolot@tiltonandsolot.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 Bernard J. MacElhenny Jr., managing
member of the Company.


ADVANTA CORP: Gets Permission to Reject Suite Lease Agreements
--------------------------------------------------------------
Advanta Corp. gained permission from the U.S. Bankruptcy Court for
the District of Delaware to turn in the keys to suites at Citizens
Bank Park (home of the Philadelphia Phillies major league baseball
club) and Lincoln Financial Field (home of the Philadelphia Eagles
national football league club).

Eric Morath at Dow Jones Newswires reports that Advanta said the
suite lease agreements were a "financial drain" that "provide no
corresponding benefit or utility."  Mr. Morath says Advanta didn't
say how much the suites cost the company.  Mr. Morath notes
Journal Register Co. -- which emerged from bankruptcy last year --
saved nearly $150,000 per year by dumping its Eagles suite as part
of its Chapter 11 reorganization.

                       About Advanta Corp.

Advanta Corp. -- http://www.advanta.com/-- has had a 59-year
history of being a leading innovator in the financial services
industry and of providing great value to its stakeholders,
including its senior retail note holders and shareholders, prior
to the recent reversals.  It has also been a major civic and
charitable force in the communities in which it is based,
particularly in the Greater Philadelphia area.

The Federal Deposit Insurance Corporation placed significant
restrictions on the activities of Advanta Corp.'s Advanta Bank
Corp. following financial woes by the banking unit.

As of Sept. 30, 2009, the Company had $2,497,897,000 in assets
against total liabilities of $2,465,936,000 but the figures
included those of the banking units.

On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D.
Del. Case No. 09-13931).  Attorneys at Weil, Gotshal & Manges LLP,
and Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Alvarez & Marsal serves as financial advisor.  The Garden City
Group, Inc., serves as claims agent.  The filing did not include
Advanta Bank.  The petition says that Advanta Corp.'s assets
totaled $363,000,000 while debts totaled $331,000,000 as of
Sept. 30, 2009.


ADVANTA CORP: Stonehill Capital Ceases to be Owner of 5% of Stock
-----------------------------------------------------------------
Stonehill Capital Management LLC , et al., has filed with the
Securities and Exchange Commission Amendment No. 3 to its Schedule
13G which was initially filed on February 6, 2009.

Stonehill Institutional Partners, L.P., Stonehill Offshore
Partners Limited, Stonehill Advisers LLC, Stonehill Capital
Management LLC, Stonehill General Partner, LLC, Stonehill Master
Fund Ltd., Stonehill Offshore Holdings LLC, Stonehill Advisers
Holdings LP, John Motulsky, Christopher Wilson, Wayne Teetsel,
Thomas Varkey, Jonathan Sacks, and Peter Sisitsky disclose that
they have ceased to be the beneficial owner of more than 5% of the
issuer's common stock.

A full-text copy of amendment no. 3 to Stonehill Capital
Management LLC's Schedule 13G is available for free at:

               http://researcharchives.com/t/s?510b

                      About Advanta Corp.

Advanta Corp. -- http://www.advanta.com/-- has had a 59-year
history of being a leading innovator in the financial services
industry and of providing great value to its stakeholders,
including its senior retail note holders and shareholders, prior
to the recent reversals.  It has also been a major civic and
charitable force in the communities in which it is based,
particularly in the Greater Philadelphia area.

The Federal Deposit Insurance Corporation placed significant
restrictions on the activities of Advanta Corp.'s Advanta Bank
Corp. following financial woes by the banking unit.

As of Sept. 30, 2009, the Company had $2,497,897,000 in assets
against total liabilities of $2,465,936,000 but the figures
included those of the banking units.

On November 8, 2009, Advanta Corp. filed for Chapter 11 (Bankr. D.
Del. Case No. 09-13931).  Attorneys at Weil, Gotshal & Manges LLP,
and Richards, Layton & Finger, P.A., serve as bankruptcy counsel.
Alvarez & Marsal serves as financial advisor.  The Garden City
Group, Inc., serves as claims agent.  The filing did not include
Advanta Bank.  The petition says that Advanta Corp.'s assets
totalled $363,000,000 while debts totalled $331,000,000 as of
Sept. 30, 2009.


ALERIS DEUTSCHLAND: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Aleris Deutschland Holding GmbH
          aka Opal 83. GmbH
        Carl-Spaeter-Str.10
        Koblenz 56070
        Germany

Bankruptcy Case No.: 10-10387

Chapter 11 Petition Date: February 5, 2010

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

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

Debtor-affiliates filing separate Chapter 11 petitions
February 12, 2009:

     Entity                                     Case No.
     ------                                     --------
Aleris International, Inc.                     09-10478
Alchem Aluminum Shelbyville Inc.               09-10479
Alumitech of West Virginia, Inc.               09-10480
Alchem Aluminum, Inc.                          09-10481
Alumitech, Inc.                                09-10482
Alchem Aluminum Europe, Inc.                   09-10483
AWT Properties, Inc.                           09-10484
CA Lewisport, LLC                              09-10485
Aleris Aluminum U.S. Sales, Inc.               09-10486
CI Holdings, LLC                               09-10487
IMCO Investment Company                        09-10488
Commonwealth Aluminum Concast, Inc.            09-10489
Aleris Blanking and Rim Products, Inc.         09-10490
Commonwealth Aluminum Lewisport, LLC           09-10491
IMCO Management Partnership, L.P.              09-10492
Aleris Light Gauge Products, Inc.              09-10493
Commonwealth Aluminum Metals, LLC              09-10494
IMCO Recycling of California, Inc.             09-10495
Commonwealth Aluminum Sales Corporation        09-10496
Aleris Nevada Management, Inc.                 09-10497
IMCO Recycling of Idaho, Inc.                  09-10498
Alumitech of Cleveland, Inc.                   09-10499
Aleris Ohio Management, Inc.                   09-10500
Commonwealth Aluminum Tube Enterprises, LLC    09-10501
Aleris, Inc.                                   09-10502
IMCO Recycling of Illinois Inc.                09-10504
Commonwealth Aluminum, LLC                     09-10505
Alumitech of Wabash, Inc.                      09-10506
Alsco Holdings, Inc.                           09-10507
Commonwealth Industries, Inc.                  09-10508
IMCO Recycling of Indiana Inc.                 09-10509
ETS Schaefer Corporation                       09-10510
Alsco Metals Corporation                       09-10511
IMCO Recycling of Michigan L.L.C.              09-10512
IMCO Indiana Partnership L.P.                  09-10513
IMCO Recycling of Ohio Inc.                    09-10514
Wabash Alloys, L.L.C.                          09-10515
IMCO Recycling of Utah Inc.                    09-10516
IMCO International, Inc.                       09-10517
Silver Fox Holding Company                     09-10518
IMCO Recycling Services Company                09-10519
Rock Creek Aluminum, Inc.                      09-10520
IMSAMET, Inc.                                  09-10521

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

About the Business: Aleris International, Inc., produces and sells
                    aluminum rolled and extruded products.  Aleris
                    operates primarily through two reportable
                    business segments: (i) global rolled and
                    extruded products and (ii) global recycling.
                    Headquartered in Beachwood, Ohio, a suburb of
                    Cleveland, the Company operates over 40
                    production facilities in North America,
                    Europe, South America and Asia, and employs
                    approximately 8,400 employees.  Aleris
                    operates 27 production facilities in the
                    United States with eight production facilities
                    that provided rolled and extruded aluminum
                    products and 19 recycling production plants.

Bankruptcy Judge: Brendan Linehan Shannon

Lead Counsel:     Stephen Karotkin, Esq.
                Debra A. Dandeneau, Esq.
                Weil, Gotshal & Manges LLP
                767 Fifth Avenue
                New York, NY 10153
                Tel: (212) 310-8000
                Fax: (212) 310-8007
                http://www.weil.com

Local Counsel:    L. Katherine Good, Esq.
                good@rlf.com
                Paul Noble Heath, Esq.
                heath@rlf.com
                Richards, Layton & Finger, P.A.
                920 North King Street
                Wilmington, DE 19801
                Tel: (302) 651-7700
                Fax: (302) 651-7701

Financial
Advisor:          Moelis & Company LLC

Restructuring
Advisor:          Alvarez & Marsal LLC

Claims Agent:     Kurtzman Carson Consultants LL

Aleris International's List of 30 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
La SalleBank National      9% Senior Notes        $600,000,000
Association, as            due December 15,
Exchange-Agent             2014
Indenture Trustee
Attn: Prank A. Pierson
13S S. LaSalle Street
Suite 1560
Chicago, IL 60603

La SalleBank National      10% Senior Sub.        $400,000,000
Association, as            Notes due
Exchange-Agent             December 15, 2014
Indenture Trustee
Attn: Prank A. Pierson
13S S. LaSalle Street
Suite 1560
Chicago, IL 60603

La SalleBank National      9% Senior Notes        $105,400,000
Association, as            due December 15,
Exchange-Agent             2014
Indenture Trustee
Attn: Prank A. Pierson
13S S. LaSalle Street
Suite 1560
Chicago, IL 60603

Rusal America Corporation  Trade Vendor           $7,849,616
Attn: Bruce Markowitz,
President
550 Mamaroneck Avenue
Suite 301
Harrison, NY 10528

Glencore Ltd.               Trade Vendor          $7,028,470
301 Tresser Blvd, Suite 1400
Stamford, CT 06901

JPMorgan Chase. Bank        7.65% Revenue         $5,740,000
as Trustee Services         Bonds due May 1,
Attn: Institutional Trust   2016- Series 1996
600 Travis Street,
Suite 1100
Houston, TX 77002

JPMorgan Chase Bank         7.45% Revenue         $4,600,000
as Trustee Services         Bonds due May 1,
Attn: Institutional Trust   2022- Series 1998
600 Travis Street,
Suite 1100
Houston, TX 77002

JPMorgan Chase. Bank        6.00% Revenue         $4,100,000
as Trustee Services         Bonds due May 1,
Attn: Institutional Trust   2023- Series 1998
600 Travis Street,
Suite 1100
Houston, TX 77002

McKinsey & Company          Trade Vendor          $2,555,000
Attn: Ian Davis, Managing
Director
21 K. Clark Street, Suite 2900
Chicago,IL60603

United Scrap Metal Inc.     Trade Vendor          $2,213,593
Attn: Marsha Serlin,
President
1545 S. Cicero Avenue
Metal Buyers & Recyclers
Cicero, IL 60804

Schnitzer Northeast         Trade Vendor          $2,070,678
c/o Schnitzer Steel
Industries
Attn: Rich Josephson
Legal Department
3200 NW Yean Avenue
Portland, OR 97210

Huron Valley Steel          Trade Vendor          $1,894,374
Corporation
Attn: Leonard Fritz,
  President
1670 Fritz Drive
Trenton, MI48183
Magnetics Division

Commercial Metals Company   Trade Vendor          $1,580,954
Attn: Murray R. McClean
6565 N. Macarthur Blvd.
Suite 800
Irving, TX 75039

Ferropem-Silicon Division   Trade Vendor          $1,455,262
Attn: Tim Chimera, Manager
60 Public Square, Suite 350
Medina, OH 44256

The David Joseph' Company   Trade Vendor          $1,246,825
Attn: James H. Goetz, Chief
  Financial Officer
120 East Pete Rose Way
Suite 350
Cincinnati, OH 45202

Honda Trading America       Trade Vendor          $1,231,776
Corporation
Attn: Motchide Sudo,
President
700 Clover Road
Lincoln, AL 35096

H & H Sheet Metal           Trade Vendor          $1,186,264
Fabricators Inc.
355 Payton Street
Russellville. KY 42276

Noble America Corporati     Trade Vendor          $1,067,053
Attn: James Emanuele,
  President
PO Box 8500-221
Lockbox 2211
401 Market Street
Philadelphia, PA 19178

Sims Metal Management       Trade Vendor          $1,038,316
Inc.
Attn: Rob Larry, Chief
  Financial Officer
2169 Payshere Circle
Chicago, IL 60674

Midwest Iron & Metal        Trade Vendor          $975,899
Company Inc.
Attn: Joel Frydman; Chief
  Executive Officer
PO Box 546
Dayton, OH 45401

PPG Industries Inc.         Trade Vendor          $920,538
Attn: Charles E. Bunch
6125 Industrial Parkway
PO Box 2757
Whitehouse, OH 43571

Omnisource Corporation      Trade Vendor          $863,265
Attn: Gary E. Rohrs, Chief
  Financial Officer
Toledo - Ferrous Division
2453 Hill Avenue
Toledo, OH 43607

Dantherm Filtration Inc     Trade Vendor          $853,343
Attn: Carsten Christensen,
   Chief Financial Officer
PO Box 29
102 Transit Avenue
Thomasville, NC 27361

Metal Conversions Ltd.      Trade Vendor          $840,486
Attn: Rob Carey, President
849 Crawford Avenue N
Mansfield, OH 44905

Smelter Service             Trade Vendor          $824,522
Corporation
Attn: Bill Toler, President
401 Frederica Street
Suite 104B
Owensboro, KY 42301

WorldWide Integrated        Trade Vendor          $808,856
Supply
Chain Solutions
Attn: Tim Annett, President
3611 109th Street
Urbandale, IA 50322

Schnitzer Southeast         Trade Vendor          $797,327
LLC
c/o Schnitzer Steel
Industries
Attn: Rich Josephson
Legal Department
3200 NW Yeon Avenue
Portland, OR 91210

Northeast Metal             Trade Vendor         $773,175
Traders Inc.
Attn: Ronald W. Greller
7345 Milnor Street
Philadelphia, PA 19136

Ford Motor                  Trade Vendor         $683,014
Company Ltd.
Attn: Lewis W. K. Booth,
Chief Financial Officer
1 American Road
Dearborn, MI 48126

Metal Exchange              Trade Vendor         $679,599
Corporation
Attn: Morris S. Lefton,
President
PO Box 7446M
St. Louis, MO 63195


The petition was signed by Sean M. Stack, the company's managing
director.


ALERIS INTERNATIONAL: Files Plan of Reorganization
--------------------------------------------------
Aleris International, Inc., filed its proposed Plan of
Reorganization (Plan) and related draft Disclosure Statement with
the U.S. Bankruptcy Court in Delaware.  With this filing, Aleris
and its wholly-owned U.S. subsidiaries co-debtors are positioned
to emerge from chapter 11 protection by mid-year.

The Plan has substantial support from Aleris's creditors, as
demonstrated by an Equity Commitment Agreement executed by certain
investment funds managed by Oaktree Capital Management, L.P.,
affiliates of Apollo Management, L.P. and Sankaty Advisors, LLC,
respectively.  Pursuant to the Equity Commitment Agreement, the
Backstop Parties have committed to backstop a rights offering of
equity and debt of up to approximately $690 million.  Such
creditors hold over 67% of Aleris's U.S. Roll-up Term Loan.
Proceeds of the rights offering will be used to provide working
capital to the Company and to fund payments under the Plan,
including repayment of the debtor-in-possession financing, payment
of administrative expenses, and funding of distributions to
prepetition creditors.

"The filing of the Plan of Reorganization with this level of
creditor support represents a major milestone in our ongoing
efforts to position Aleris to emerge from chapter 11 with
financial stability and an operationally sound and competitive
foundation for the long term," said Steven J. Demetriou, Aleris
Chairman and CEO.  "Since our filing last February, we have made
significant improvements to our operations worldwide, reducing
overhead, manufacturing costs and global headcount, as well as
achieving significant productivity and customer service
improvements. When Aleris emerges from chapter 11, we will have
eliminated all of our term loan and unsecured debt and will have a
strong balance sheet, significantly reduced operating costs and
greater financial flexibility.  The strong financial support and
equity ownership commitment from the Backstop Parties demonstrate
confidence in Aleris's future."

Demetriou continued, "As the economy recovers, and as our
customers' businesses improve, we will be well-positioned to
resume a path of growth and continue to build Aleris into a global
aluminum enterprise for the long-term benefit of our customers,
suppliers, business partners and employees.  We greatly appreciate
the continued support and hard work of our employees around the
world during this restructuring process.  Because of their
commitment to the business, we have fully satisfied the needs of
our existing customers without interruption while establishing
relationships with new ones.  We would like to thank both current
and new customers, suppliers and other business partners for their
continued loyalty during this process.  While we remain cautious
in the near term due to continued uncertainty in the global
economic environment, our restructured balance sheet, enhanced
liquidity, operational improvements, and cost control will
position Aleris well for long-term growth."

The Bankruptcy Court has set the hearing to consider approval of
the Disclosure Statement for March 12, 2010 at 9:30 a.m. EST.
Following Bankruptcy Court approval of the Disclosure Statement
and related voting solicitation procedures, the Company will
solicit acceptances of the Plan and seek its confirmation by the
Bankruptcy Court.

Key elements of the Plan of Reorganization, as currently proposed
and subject to approval by the Bankruptcy Court, are as follows:

Holders of U.S. Roll-up Term Loans, European Roll-up Loans and
European Term Loans will have the option to receive cash, or
equity in Aleris and rights to participate in the rights offering
for equity and notes;

The Backstop Parties have committed to invest up to $690 million
in the reorganized company, subject to customary conditions;

The reorganized company will emerge from chapter 11 as a privately
held enterprise majority owned by existing creditors led by the
Backstop Parties, which are the largest providers of the Company's
Debtor-in-Possession ("DIP") Term Loan financing;

All administrative expenses, including 503(b)(9) trade claims,
will be paid in full;

The Plan establishes a "convenience class" in which holders of
unsecured claims other than debt claims whose claims are allowed
at or reduced to $10,000 may recover 25% or 50% of their allowed
claims (depending upon the amount of the 503(b)(9) administrative
expenses paid);

Other holders of general unsecured claims, including unsecured
debt claims, will be entitled to share in a cash pool of $4
million; and

The Company will have a minimum of $233 million of liquidity
through cash and an anticipated $500 million asset-backed
revolving credit facility upon emergence.

In order to facilitate the global restructuring of all of the debt
on Aleris's balance sheet, Aleris simultaneously filed a voluntary
petition for relief under chapter 11 as well as a Plan of
Reorganization for its German holding company subsidiary, Aleris
Deutschland Holding GmbH ("ADH"), in the U.S. Bankruptcy Court in
Delaware. ADH and its obligations are included as part of the
overall Aleris Plan of Reorganization described above.  ADH is a
non-operating holding company and has no employees or operating
assets and conducts no commercial business.  Accordingly, ADH's
filing will have no impact on Aleris operations in Germany or
elsewhere in Europe, which continue to operate outside of the U.S.
bankruptcy process, without interruption.

As previously announced, on February 12, 2009, Aleris
International, Inc., and its wholly-owned U.S. subsidiary co-
debtors filed petitions for voluntary reorganization under chapter
11.  This action was taken as a result of financial constraints
related to the deteriorating global economic situation, declining
industrial demand, and a swift drop in aluminum prices.  The
Company's European, Asian, South American, and Mexican operations
were not included in the filing and have continued to operate as
usual outside of the chapter 11 process.  Imsamet, Inc.,
headquartered in Goodyear, AZ, and HT Aluminum Incorporated,
headquartered in Hammond, IN, also were not included in the
chapter 11 filing.

                  About Aleris International

Aleris International, Inc., produces and sells aluminum rolled and
extruded products.  Aleris operates primarily through two
reportable business segments: (i) global rolled and extruded
products and (ii) global recycling.  Headquartered in Beachwood,
Ohio, a suburb of Cleveland, the Company operates over 40
production facilities in North America, Europe, South America and
Asia, and employs approximately 8,400 employees.  Aleris operates
27 production facilities in the United States with eight
production facilities that provided rolled and extruded aluminum
products and 19 recycling production plants.

Aleris International, Inc., aka IMCO Recycling Inc., and various
affiliates filed for bankruptcy on February 12, 2009 (Bankr. D.
Del. Case No. 09-10478).  The Hon. Brendan Linehan Shannon
presides over the cases.  Stephen Karotkin, Esq., and Debra A.
Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve
as lead counsel for the Debtors.  L. Katherine Good, Esq., and
Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A.  In
Wilmington, Delaware, serves as local counsel.  Moelis & Company
LLC, acts as financial advisors; Alvarez & Marsal LLC as
restructuring advisors, and Kurtzman Carson Consultants LLC as
claims and noticing agent for the Debtors.  As of December 31,
2008, the Debtors had total assets of $4,168,700,000; and total
debts of $3,978,699,000.

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


AMR CORP: JAL Might Stick With American Airlines
------------------------------------------------
Mariko Sanchanta and Mike Esterl at The Wall Street Journal report
that Japan Airlines Corp. is leaning toward maintaining its
longstanding alliance with AMR Corp.'s American Airlines instead
of teaming up with Delta Air Lines Inc.

The Journal, citing people close to the protracted tug-of-war for
Asia's largest carrier, relates that American's bid to keep JAL
has gained traction recently at least in part because of growing
concerns a JAL-Delta partnership would trigger antitrust concerns
in the U.S.

The Troubled Company Reporter, citing the Wall Street Journal,
said on January 13, 2010, that Japanese government officials were
pushing JAL to choose Delta as its new alliance partner over
American.  People familiar with the matter told the Journal at
that time that JAL received official advice that a tie-up with
Delta would be more advantageous on the grounds that Delta has a
more robust trans-Pacific flight network and a stronger Asian
network than American.

The Journal now relates one person close to the deliberations said
JAL's new chairman, Kazuo Inamori, started from scratch in
deciding whether Asia's biggest carrier by revenue should ally
itself with Fort Worth, Texas-based American or Atlanta-based
Delta in a joint venture on trans-Pacific flights.

Mr. Inamori, who took over as JAL's chairman Feb. 1, has had
conversations with officials in Washington focusing on whether a
Delta-JAL tie-up would receive antitrust immunity, the Journal's
source added.

The Journal relates the Enterprise Turnaround Initiative Corp. of
Japan, the quasi-governmental body that is tasked with
restructuring JAL, is also favoring a broader tie-up with
American.

JAL plans to tell Delta as early as this week that it will
terminate the tie-up negotiation, while together with American the
Japanese airline will apply for anti-trust immunity with the US
Department of Transportation within this month, the AFP reports
citing the Nikkei business daily.

Masaru Onishi, the new president of JAL, said an official decision
on a partner is slated to be made this week or early next week,
the Journal notes.

                         About AMR Corp.

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                         *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.

                      About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- became the world's largest airline
following merger with Northwest Airlines in 2008.  From its hubs
in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul,
New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.   The merger closed on
October 29, 2008.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's.

                             About JAL

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

                           *     *     *

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


ARTHUR GROOM: Files for Chapter 11 Bankruptcy Due to Recession
--------------------------------------------------------------
Arthur Groom & Co. Inc. filed for Chapter 11 bankruptcy protection
on February 4 in Newark, New Jersey (Bankr. D. N.J. Case No. 10-
13221).

Hugh R. Morley at NewJersey.com reports the Company blamed the
recession for the filing.  Court papers show the Company's revenue
fell from $4.1 million in 2007 to $3.2 million last year.

According to report, the Company and founder Arthur Groom,
personally, face three lawsuits filed last year by creditors,
alleging that they owe a combined total of nearly $1.3 million
from equipment leases signed between 2006 and 2009.  In November,
a federal judge in Newark awarded a judgment of $412,800 against
the Company and Mr. Groom for unpaid equipment leases.  Court
papers show Mr. Groom also owes $2 million to TD Bank for a
revolving credit note.

Ridgewood, New Jersey based Arthur Groom & Co. Inc. is a wholesale
vendor of emeralds and high end jewelry.  The Company reported
assets of $1 million to $10 million, and liabilities of more than
$10 million.  The Company's top 20 unsecured creditors are owed
$13.5 million.  John DiIorio, Esq., at Shapiro & Croland,
represents the Company in its Chapter 11 effort.


ARTHUR GROOM: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Arthur Groom & Company, Inc.
        262 East Ridgewood Avenue
        Ridgewood, NJ 07450

Bankruptcy Case No.: 10-13221

Chapter 11 Petition Date: February 3, 2010

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

Debtor's Counsel: John DiIorio, Esq.
                  Shapiro & Croland
                  Continental Plaza II, 6th Floor
                  411 Hackensack Avenue
                  Hackensack, NJ 07601-6328
                  Tel: (201) 488-3900
                  Email: jdiiorio@shapiro-croland.com

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

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

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

             http://bankrupt.com/misc/njb10-13221.pdf

The petition was signed by Arthur Groom, president of the Company.


ASARCO LLC: Insists on Revocation of Directors' Bonuses
-------------------------------------------------------
ASARCO LLC filed with the U.S. Bankruptcy Court for the Southern
District of Texas a reply (i) in further support of its
withdrawal notice with prejudice of its $6.5 million bonus
request for Edward R. Caine, H. Malcolm Lovett, Jr., and Joseph
F. Lapinsky, and (ii) in opposition to the Directors' objection
to the Withdrawal Notice.

Messrs. Caine and Lovett are members of the ASARCO LLC Board of
Directors of ASARCO.  Mr. Lapinsky served as the former chief
executive officer of ASARCO LLC.

"Messrs. Caine, Lovett and Lapinsky want something to which they
are not entitled under the Bankruptcy Code or applicable
corporate law," Charles A. Beckham, Jr., Esq., at Haynes and
Boone, LLP, in Houston, Texas, tells the Court.  He contends that
the Directors' vote approving the bonuses and the Directors'
attempt to shirk their own fiduciary duties, by putting the onus
on the Court to determine the "proper amount" of the bonuses,
constitutes a waste of corporate assets.

Because the Directors' action is clearly improper, ASARCO LLC
rescinded the bonuses and withdrew the Bonus Motion, Mr. Beckham
avers.  He maintains that ASARCO's action to rescind the bonuses
and withdraw the Bonus Motion was neither improper nor
inequitable.  Accordingly, ASARCO urges the Court to overrule the
Directors' Objection to the Bonus Motion withdrawal.

"If the [Directors] believe that their employment contracts
obligate ASARCO to pay them the bonuses in question, or that
there is an independent statutory basis under [the Bankruptcy
Code] for payment of such bonuses, then they are free to file an
action for breach of contract or rely upon the bankruptcy laws
and file a motion of their own," Mr. Beckham says.  "Until they
do so, there is no request for relief before this Court in
respect of the payment of any bonuses to the [Directors], and the
Objection should be overruled," he continues.

Mr. Beckham further argues that the Directors simply have failed
to explain how Delaware corporate law or Chapter 11 practice
blocks the ability of the Board to rescind the bonuses and ASARCO
LLC to withdraw the Bonus Motion.

               ASARCO Responds to Court's Inquiry

In a separate memorandum, ASARCO filed a response to the Court's
inquiry as to the position of parties with respect to the
applicability of the Confirmation Order, as supplemented, to the
question of the propriety of the action taken by ASARCO LLC and
the independent members of the Company's Board of Directors post-
Plan Confirmation and pre-Plan Effective Date in asking the Court
to award bonuses to Messrs. Lovett, Caine and Lapinsky.

Counsel to the Debtors, Mr. Beckham emphasizes that the Bonus
Motion, when filed on December 4, 2009, was in clear violation of
Judge Hanen's Confirmation Order and should have not been filed.
He notes that once the facts became clear, ASARCO LLC withdrew
the bonus request with prejudice.

On behalf of ASARCO LLC, Mr. Beckham elaborates that the
Confirmation Order, as supplemented, prohibits ASARCO LLC, during
the period from the Confirmation Date through the Plan Effective
Date, from entering into, or seeking the approval of, any
settlement of administrative, secured or unsecured claims or any
payment by ASARCO LLC out of the ordinary course of business in
excess of $1 million in the aggregate, without the prior written
approval of Asarco Inc., as the parent company of the Debtor.

"The bonuses were not surprise gifts out of thin air," Mr.
Beckham asserts.

Mr. Beckham argues that self-interested Directors Lovett and
Caine voted to award the bonuses and established the amounts for
themselves and Mr. Lapinsky.  "They, and they alone, caused the
bonuses to be awarded, pursuant to unarticulated contractual or
statutory standards (indeed, such approval was over the strong
objection of the third member of the Board, Mr. Ruiz)," Mr.
Beckhman continues.

Messrs. Lovett, Caine and Lapinsky, all independent of ASARCO
LLC, are asserting a right to payment from the Debtor, Mr.
Beckham notes.  He contends that Section 101(5) of the Bankruptcy
Code is absolutely clear that the payment demand, whether based
in law or equity, and whether fixed or contingent, matured or
unmatured, or disputed or undisputed, is a claim.

"The Bonus Motion was an effort by the self-interested outgoing
directors and CEO to resolve their bonus claims in amounts up to
$6.5 million in the aggregate, and to cause payment of such
amounts clearly outside the ordinary course of the Debtors'
business," Mr. Beckham adds.

               Caine, Lovett & Lapinsky Talk Back

Messrs. Caine and Lovett jointly file a memorandum to address two
issues raised by ASARCO LLC and the Court:

  (1) The Court requested briefing on issues of whether ASARCO
      LLC's actions in approving the bonuses to Messrs. Caine,
      Lovett and Lapinsky on December 3, 2009, violated the
      District Court's Order entered December 3, 2009,
      supplementing the original Confirmation Order; and

  (2) The memorandum will address the question posed by the
      Court of why Messrs. Caine and Lovett did not negotiate
      the right to seek at bonus at the time of their
      appointment.

The Directors acknowledge that the Supplemental Confirmation
Order provides that from the Confirmation Date through and until
the Plan Effective date, the Debtors will take no action that
would materially adversely affect or materially delay the ability
of the Debtors or the Parent to consummate the transactions
contemplated by the Confirmation Order and the Parent's Plan,
including with respect to asset dispositions and other matters
out of the ordinary course of business of economic significance
over $1 million, which amount was previously pegged at
$10 million.

However, David R. Jones, Esq., at Porter & Hedges, L.L.P., in
Houston, Texas, contends that Messrs. Caine, Lovett and Lapinsky
each received the award of a bonus for their efforts subject only
to a determination of the amount by the Court in accordance with
the original intent of the Directors' engagement and pursuit to a
valid board action.  On behalf of the Directors, Mr. Jones
insists that the award of the director bonuses created
administrative claims for which the Bankruptcy Court has
exclusive jurisdiction to determine.

Mr. Jones argues that the December 3, 2009 Board Resolution
approving the bonuses did not violate the Supplemental
Confirmation Order because the Resolution was passed prior to the
entry of the Supplemental Order.

Messrs. Caine and Lovett also add that they did not include in
their employment agreements the possibility of being able to
request a bonus because there is no existing contract and the
terms of the independent directors' engagement were established
prior to their selection.  The Directors note that it was the
intent of the parties that compensation of independent board
members would be adjusted once the requirements of the position
were better known.

Messrs. Caine, Lovett and Lapinsky, therefore, ask the Court to
deny the attempted withdrawal of the Bonus Motion, and set a
hearing date to consider the proper amount of the proposed bonus
payments.

                         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 Submits Counterproposal to Union
---------------------------------------------------
At District Judge Andrew Hanen's direction, Asarco Incorporated
and Americas Mining Corporation inform the U.S. Bankruptcy Court
for the Southern District of Texas that it has caused ASARCO LLC,
as the employer of the employees covered under the existing
collective bargaining agreement, to make a counter proposal to
the United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union
AFL-CIO.

A copy of the counter proposal to the Union is available for free
at http://bankrupt.com/misc/ASARCO_CProposal_01152010.pdf

The counter proposal contemplates:

  -- the extension of the "in place" collective bargaining
     agreement by one year through June 30, 2011; and

  -- the appointment of one person to serve on the Board of
     Directors of ASARCO LLC from the date of acceptance of the
     CBA through the extended term of the CBA.

The counter proposal, the Parent notes, by virtue of the fact
that it would continue all of the effective terms of the existing
CBA, necessarily addresses every item in dispute among the
parties and thus, represents the counter proposal to the Union's
last proposed items for a "successor labor agreement."

                         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: Proposes Examiner to Check on $228 Mil. in Fees
-----------------------------------------------------------
Over $228 million in professional fees and $13 million in
expenses have been paid by ASARCO LLC over the course of its
bankruptcy case, Charles A. Beckham, Jr., Esq., at Haynes and
Boone, LLP, in Houston, Texas, tells the Court.  Irrespective
however of the factors that led to the success of ASARCO LLC's
reorganization and however qualified and competent the
professionals in the case may be, Mr. Beckham notes that the
administrative cost of the case has been staggering and the Court
has an unquestionable statutory duty to review and evaluate the
fee applications of the bankruptcy professionals for the
reasonableness and necessity of the fees and expenses requested.

To aid the Court in the matter, ASARCO LLC seeks the appointment
of an independent fee examiner to help ensure that the
professional services rendered to its bankruptcy estate were
reasonable, necessary and cost-effective as required by the
Bankruptcy Code.

The appointment of an independent fee examiner, a common practice
in large and complex cases, will provide the Court with a sound
and objective data resource in determining whether the
extraordinarily voluminous fee applications and underlying
timesheet transcripts and expense statements that underlie the
enormous administrative fees and expenses requested in the case
were for the actual and necessary benefit of the estate and its
creditors, Mr. Beckham contends.

ASARCO LLC suggests that the fee examiner's role focus on the
examination of (i) final fee applications, (ii) substantial
contribution claims, and (iii) other requests for extraordinary
attorneys' fees in connection with general unsecured claims with
respect to the general reasonableness and necessity of the
services provided -- including any duplication of services and
the factors influencing the cost-effectiveness of the services
rendered and expenses requested -- with specific findings in:

  -- reconciliation of paper invoices and electronic data and
     loss runs;

  -- allocation of block billed entries;

  -- analysis and coding of fee and expense data;

  -- generation of non-compliant exception reports; and

  -- preparation of a written report of the examiner's findings,
     conclusions and opinions and provision of supporting
     documents and schedules.

                           Responses

A. FCR, et al.

Robert C. Pate, the Future Claims Representative for ASARCO LLC,
the Asbestos Subsidiaries and the Subsidiary Debtors, and
Oppenheimer, Blend, Harrison & Tate, Inc., counsel to the FCR,
jointly filed their objection to the Fee Examiner Appointment
Motion.

Debra L. Innocenti, Esq., at Oppenheimer, Blend, Harrison & Tate,
Inc., in San Antonio, Texas, contends that the appointment of a
Fee Examiner is not mandatory because the mandatory nature of
Section 1104(c)(2) of the Bankruptcy Code in cases with more than
$5 million in unsecured debt is inapplicable in the Debtors'
cases.  She also asserts that no cause exists for a Fee Examiner
because all creditors have been paid in full with interest and
thus, should have no interest in any of the Final Fee
Applications.

"A Fee Examiner will not serve a useful purpose," Ms. Innocenti
argues.  "It is more appropriate and logical for the Debtors or
the Parent to hire their own auditor to conduct the analysis
described by the Application."  She adds that any "subjective
analysis" supplied by the proposed Fee Examiner would be of no
assistance to the Court in ruling on the Final Fee Applications,
and would invade the province of the Court.

The fees and expenses requested in the Debtor's case, Ms.
Innocenti remains, does not diminish the assets of the estates to
the detriment of creditor recovery.

B. DOJ/ENRD

The Environment and Natural Resources Division of the United
States of America's Department of Justice tells the Court that it
is not taking a position at this time on the issue of whether it
is appropriate to appoint a fee examiner after the effective date
of a confirmed plan of reorganization.

DOJ/ENRD believes that should it file any application or motion
for reimbursement of expenses, it is possible that the role of
the Fee Examiner as to its application might well be limited,
different or non-existent.  DOJ/ENRD nevertheless asserts that
the proposed order submitted by ASARCO LLC is broadly worded and,
if entered, should be without prejudice to the right of any
individual claimant to seek further guidance from the Court about
the scope of the Fee Examiner's duties as to their specific
claims.

The role of a Fee Examiner needs to be carefully considered after
the Application Deadline and after further discussions among the
affected parties, DOJ/ENRD insists.  DOJ/ENRD hence reserves the
right to oppose the use of a fee examiner in connection with any
application or motion filed by the United States.  DOJ/ENRD also
objects to the entry of the proposed order ASARCO LLC submitted
as an attachment to the Fee Examiner Motion.

C. Baker Botts

The Debtors' former counsel, Baker Botts L.L.P., relates that it
does not oppose the appointment of a fee examiner if the Court
determines that a fee examiner would be of assistance in carrying
out the Court's responsibility to review professional fee
requests.  The Court, however, should tailor and limit the scope
of the Fee Examiner's duties, asserts Jack L. Kinzie, Esq., at
Baker Botts L.L.P., in Dallas, Texas.

If ever appointed, a Fee Examiner should also not inquire into or
opine concerning the reasonableness of fees and expenses, Mr.
Kinzie further asserts.

Baker Botts filed its own proposed order on the Fee Examiner
Motion.

D. Stutzman Bromberg

Stutzman, Bromberg, Esserman & Plifka, counsel to the Official
Committee of Asbestos Claimants, insists that the appointment of
a fee examiner at this point in the Debtors' bankruptcy cases is
unnecessary and inappropriate.  Stutzman Bromberg maintains that
that Reorganized ASARCO, the Parent, and their counsel have all
of the necessary resources at their disposal to review and
identify any potential issues with the Final Fee Applications.

A fee examiner appointment at this late stage in the Debtors'
cases is unlikely to benefit the Court in its review of the Final
Fee Applications, Stutzman Bromberg contends.

Nevertheless, the firm asserts that in the event the Court
decides to appoint a fee examiner, the Examiner's role should be
limited and Reorganized ASARCO and the Parent should pay the fees
and expenses associated with the appointment.

E. Jordan Hyden

Jordan, Hyden, Womble, Culbreth & Holzer, P.C., joins the
objection of the Future Claims Representative.  However, if the
Court believes appointment of a fee examiner is warranted, Jordan
Hyden joins the request of Baker Botts that the scope of the
examiner's work be appropriately limited.

                         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: Proposes to Settle Werner Enterprises' Claims
---------------------------------------------------------
ASARCO LLC asks the Court to approve its stipulation with Werner
Enterprises, Inc., for the allowance of Claim No. 9705 and the
disallowance of Claim No. 19228.

In 2005, Werner provided certain services for and on behalf of
ASARCO related to ASARCO's ongoing business.  Werner filed Claim
No. 9705 against ASARCO for $117,534 as a general unsecured, non-
priority claim.

ASARCO then filed an adversary proceeding, seeking to avoid
certain preferential transfers, including prepetition amounts
paid to Werner for services rendered.  As a precautionary measure
against the Avoidance Action, Werner filed amended Claim No.
19228 for $733,889.

Werner and ASARCO subsequently engaged in good faith negotiations
and have stipulated that:

  -- Werner will have, on account of Claim No. 9705, an allowed
     general unsecured, non-priority claim for $117,534 in
     ASARCO LLC's Chapter 11 case;

  -- Claim No. 19228 will be disallowed in full, with prejudice;

  -- The Debtors will dismiss with prejudice any claims against
     Werner in the Adversary Proceeding; and

  -- All other outstanding claims held by ASARCO and Werner
     against each other are disallowed, released, and waived.

                         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)


ASPEN LAND: Federal Judge Dismisses Chapter 11 Proceeding
---------------------------------------------------------
Carolyn Sackariason at The Aspen Times reports that a federal
judge dismissed the Chapter 11 case of Aspen Land Fund II LLC at
the behest of Alpine Bank.

According to the report, Alpine Bank sought the dismissal in an
effort to collect on a $22.5 million promissory note that the
Company owes.  Alpine Bank had claimed that it is not adequately
protected because it says the value of the Company's collateral is
nearly $4.5 million less than the debt owed.  The promissory note
is secured by a deed of trust, and the vacant property on South
Aspen Street is being used as collateral.

As reported by the Troubled Company Reporter on Jan. 25, 2010,
Alpine Bank stated that the dismissal of the Chapter 11 case is
necessary because:

   -- there is no likelihood of rehabilitation; and

   -- it will reduce the administrative costs to the estate,
      including, but not limited to, fees payable to the Debtor's
      counsel and fees payable.

Based in Newport Beach, California, Aspen Land Fund II LLC is a
development group that wants to build a hotel at the base of Aspen
Mountain.  The Company filed for Chapter 11 protection on
Sept. 25, 2009 (Bankr. D. Col. Case No. 09-30162).  In its
petition, the Debtor said it has $31,572,828 in assets and
$34,695,549 in debts.


ATCHLEY APPLIANCE: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Atchley Appliance & TV, Inc.
        2225 South Volusia Avenue
        Orange City, FL 32763

Bankruptcy Case No.: 10-00820

Chapter 11 Petition Date: February 5, 2010

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

Debtor's Counsel: Walter J. Snell, Esq.
                  Snell & Snell, P.A.
                  436 N Peninsula Drive
                  Daytona Beach, FL 32118
                  Tel: (386) 255-5334
                  Email: snellandsnell@mindspring.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/flmb10-00820.pdf

The petition was signed by Patricia Totillo, secretary/treasurer
of the Company.


ATRIUM CORP: DIP Financing, Cash Collateral Use Get Interim OK
--------------------------------------------------------------
Atrium Corp., et al., sought and obtained interim authorization
from the U.S. Bankruptcy Court for the District of Delaware to (i)
obtain postpetition secured financing from a syndicate of lenders
led by GE Business Financial Services Inc. as administrative
agent, and (ii) use cash collateral.

The DIP lenders have committed to provide up to $40 million
delayed draw term loan, $15 million of which will be made
available to the Debtors upon entry of the interim order.
Borrowings under the DIP facility that are repaid cannot be
reborrowed.

The attorneys for the Debtors -- Domenic E. Pacitti, Esq., at
Klehr Harrison Harvey Branzburg LLP, and Richard M. Cieri, Esq.,
at Kirkland & Ellis LLP -- explain that the Debtors need the money
to fund their Chapter 11 case, pay suppliers and other parties,
pursuant to a 13-week budget.  A copy of the budget is available
for free at http://bankrupt.com/misc/ATRIUM_budget.pdf

The DIP facility will mature on July 20, 2010, with the
possibility of extension to October 20, 2010, to that extent that,
among other things, the majority lenders determine that the
Debtors are diligently pursuing the confirmation of the Plan in
good faith.

The DIP facility will incur interest at (i) 8.5% plus the
alternative base rate for the period that that loan is an
alternative base rate loan; and (ii) 9.5% plus the LIBOR rate for
the period that the loan is a LIBOR loan.

The DIP financing contemplates the granting of postpetition liens
on substantially all of the Debtors' assets, including (i) a first
priority lien on all unencumbered DIP collateral and, upon entry
of the final order, proceeds of the Debtors' claims; (ii) a junior
lien on all DIP collateral that is subject to certain prepetition
liens; and (iii) first priority, senior priming lien on all DIP
collateral that is senior and priming to certain prepetition
liens, including those under the prepetition secured credit
agreement, but that is junior to the carve out and the prepetition
prior liens.

The DIP financing also contemplates that all borrowings will
constitute allowed super-priority administrative claims and will
have priority, subject only to the carve-out, over all
administrative expense claims whether or not the claims may become
secured by a judgment lien or other non-consensual lien, levy or
attachment.

The Debtors covenant with the lenders not to let their
consolidated EBITDA for the measurement period ending as of the
last day of each calendar month fall below $45 million.

The Debtors covenant the lenders not to let the capital
expenditures, for the measurement period ending on any date set
forth in these dates, exceed these amounts:

           Date                            Amount
      January 31, 2010                  $14,040,000
      February 28, 2010                 $15,480,000
      March 31, 2010                    $16,200,000
      April 30, 2010                    $17,040,000
      May 31, 2010                      $18,120,000
      June 30, 2010                     $18,360,000
      July 31, 2010                     $19,320,000
      August 31, 2010                   $20,880,000
      September 30, 2010                $21,600,000

Availability plus A/R Availability plus unrestricted cash on
deposit in any deposit account of the Debtors must not be less
than $5 million at any time.

The Debtors are required to pay a host of fees, including (i) a
$50,000 arranging fee payable to the DIP Agent that is earned and
payable upon entry of the interim order; (ii) a non-refundable
agency fee payable in advance upon entry of the interim order and
every three months thereafter, in the amount of $50,000; (iii) an
upfront facility fee totaling $1.2 million, $600,000 of which will
be payable to the DIP Agent for distribution to the DIP Lenders on
a pro rata basis upon entry of the interim order; and (iv) an
unused facility fee equal to 1.0% per annum on the average daily
unused balance of the DIP facility, payable monthly in arrears.

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

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

Messrs. Pacitti and Cieri say that the Debtors will also use the
Cash Collateral to provide additional liquidity.  In exchange for
using the cash collateral, the Debtors propose to grant the
prepetition lenders:

     (i) replacement liens on all assets of the Debtors, which
         will be junior in priority to the liens securing the DIP
         facility, the carve out and any prior liens;

    (ii) a superpriority administrative expense claim that is
         junior in priority to payment of the carve-out and to the
         superpriority administrative expense claim in respect of
         the DIP facility;

   (iii) current cash payment of a portion of the interest due
         under the prepetition secured credit agreement equal to
         the LIBOR rate with all other interest due under the
         prepetition secured credit agreement being capitalized
         and added to the outstanding principal balance of the
         applicable prepetition secured obligations; and

    (iv) current cash payment of reasonable and documented fees,
         costs and expenses of one primary counsel and local
         counsel for each of the prepetition secured lenders
         constituting majority term lenders and one financial
         advisor to be retained by the prepetition agent for the
         benefit of the prepetition lenders.

The Court has set a final hearing for February 22, 2010, at
9:00 a.m. for the Debtors' request to obtain DIP financing and
cash collateral.

                     DIP Financing Objections

U.S. Bank National Association, the indenture trustee, has
objected to the Debtors' request to obtain DIP financing and cash
collateral, saying that it and other creditors haven"t had an
adequate opportunity to review the DIP motion and many provisions
should be subject to Committee scrutiny.  "The DIP motion unfairly
confers benefits on the prepetition secured lenders not required
by principles of adequate protection.  The prepetition lenders,
who are affiliated with the proposed DIP lender, are obtaining
inappropriate and excessive relief not supported by adequate
protection principles," says U.S. Bank.

According to U.S. Bank, the Carve-out for Committee professionals
is inadequate.  "Not only will the Committee in this case be
subject to inadequate notice and extreme time constraints, but the
Debtors would further constrain the Committee's ability to
meaningfully represent the interests of other parties in interest
by limiting their fees to $250,000.  The trigger notice feature
would further reduce this Carve-out for the Committee's
professionals to $50,000, which is clearly inadequate to protect
the estate," U.S. Bank states.

U.S. Bank is represented by Dorsey & Whitney (Delaware) LLP and
Maslon Edelman Borman & Brand, LLP.

                           About Atrium

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

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

As of December 31, 2009, the Debtors listed $655.9 million in
consolidated debts, but didn"t state their consolidated assets.

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


ATRIUM CORP: Babson Objects to Prepackaged Plan
-----------------------------------------------
Bill Rochelle at Bloomberg News reports that Babson Capital
Management LLC, a holder of 11% senior subordinated notes, served
notice that it intends to fight the prepackaged plan of Atrium
Corp.

The Plan, negotiated with holders of more than two-thirds of the
senior secured debt, would give either 7.5% or 2% of the new stock
to holders of the two issues of subordinated notes totaling $268
million, depending on which of two plan options becomes effective.

According to the report, Babson objects to how the Plan forces the
11% noteholders to waive their rights to enforce subordination
provisions in the 15% note issue.  Babson filed a preliminary
objection to insure its ability to conduct discovery in advance of
the Feb. 22 hearing to approve the disclosure statement explaining
the Plan.

The Bloomberg report relates Babson said it also wants to find out
why the company hasn't challenged a pre-bankruptcy exchange offer
as a fraudulent transfer.  The exchange resulted in the issuance
of the 15% subordinated notes.

                           About Atrium

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

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

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

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


AVIS BUDGET: Bank Debt Trades at 2% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 98.00
cents-on-the-dollar during the week ended Friday, Feb. 5, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.55
percentage points from the previous week, The Journal relates.
The Company pays 125 basis points above LIBOR to borrow under the
facility.  The debt matures on April 1, 2012, and carries Moody's
Ba3 rating and Standard & Poor's B+ rating.  The syndicated loan
is one of the biggest gainers and losers among 180 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Based in Parsippany, New Jersey, Avis Budget Group, Inc., provides
car and truck rentals and ancillary services to businesses and
consumers in the United States and internationally.

Avis Budget Car Rental LLC and Avis Budget Group Inc. carry 'CCC+'
corporate credit ratings from Standard & Poor's.


BANK OF AMERICA: Agrees to Pay $150 Million to Settle SEC Charges
-----------------------------------------------------------------
The Securities and Exchange Commission on February 4 filed a
motion seeking court approval of a proposed settlement whereby
Bank of America will pay $150 million and strengthen its corporate
governance and disclosure practices to settle SEC charges that the
company failed to properly disclose employee bonuses and financial
losses at Merrill Lynch before shareholders approved the merger of
the companies in December 2008.

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

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

The proposed settlement requires Bank of America to implement and
maintain seven remedial undertakings for a period of three years:

    * Retain an independent auditor to perform an audit of the
      Bank's internal disclosure controls, similar to an audit of
      financial reporting controls currently required by the
      federal securities laws.

    * Have its Chief Executive and Chief Financial Officers
      certify that they have reviewed all annual and merger proxy
      statements.

    * Retain disclosure counsel who will report to, and advise,
      the Board's Audit Committee on the Bank's disclosures,
      including current and periodic filings and proxy statements.

    * Adopt a "super-independence" standard for all members of the
      Board's Compensation Committee that prohibits them from
      accepting other compensation from the Bank.

    * Maintain a consultant to the Compensation Committee that
      would also meet super-independence criteria.

    * Provide shareholders with an annual non-binding "say on pay"
      with respect to executive compensation.

    * Implement and maintain incentive compensation principles and
      procedures and prominently publish them on Bank of America's
      Web site.

The proposed settlement includes a Statement of Facts describing
the details behind the allegations in the actions based on the
discovery record.

The SEC is grateful for the support and cooperation of Attorney
General Andrew Cuomo and the Office of the New York State Attorney
General.  The SEC also thanks Attorney General Roy Cooper,
Attorney General of the State of North Carolina, and his staff for
their collaboration on the terms of the proposed settlement.  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.

                       About Bank of America

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

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

                           *     *     *

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

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

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


BANK OF AMERICA: Ex-CEO Faces Civil Charges by NY Attorney General
------------------------------------------------------------------
ABI reports that New York Attorney General Andrew Cuomo on Friday
filed civil securities fraud charges against former Bank of
America CEO Kenneth Lewis and former CFO Joseph Price, alleging
that they decided not to disclose mounting losses at Merrill Lynch
& Co. before getting shareholder approval to acquire the Wall
Street firm.

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.


BERNARD MADOFF: Ex-Client Advances Hike to $99-Mil. in 3 Months
---------------------------------------------------------------
Erik Larson at Bloomberg News reports that Irving H. Picard, the
liquidator of Bernard L. Madoff Investment Securities LLC,
approved $99 million in cash advances to 330 of Bernard Madoff's
former customers in the past three months, as victims accused him
of miscalculating repayment on their claims.

According to the report, the new figures were revealed on Mr.
Picard's Web site on Feb. 2, the same day his methodology for
valuing those claims was criticized at a hearing in New York by
victims' lawyers who said the claims should be much larger.

The industry-financed Securities Investor Protection Corp., which
hired Mr. Picard, has committed to pay $633 million on 1,888
claims, the trustee said.  That's an increase from $534 million
granted on 1,558 claims at the end of October.

U.S. District Judge Burton Lifland is expected to issue a ruling
as to whether to approve or reject Mr. Picard's method of
calculating claims based on customer deposits minus withdrawals.
Victims want the amounts to be based on their final account
statements, which include years' worth of fake profit from the
fraud.

                    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.).


BERNARD MADOFF: Relatives Agree to Asset Freeze
-----------------------------------------------
The Wall Street Journal's Juliet Chung and Amir Efrati report that
Bernard Madoff's relatives have agreed to freeze their assets
pending the outcome of a $200 million lawsuit filed by Irving
Picard, the court-appointed liquidator for the Madoff estate.

The Journal, citing "consent orders" filed in federal bankruptcy
court in Manhattan and signed by the family members, relates that
in agreeing to the asset freezes, the family members denied any
"liability or culpability."  According to the Journal, pursuant to
the orders, the family members:

     -- agreed not to transfer or sell property or assets valued
        at more than $1,000 or incur debts and obligations greater
        than $1,000 without approval of the trustee;

     -- are allowed to use credit cards for necessary living
        expenses; and

     -- will provide the trustee with an accounting of their
        expenditures.

The Journal relates that, according to a person familiar with the
matter, the Madoff family members' court agreements with the
trustee are similar to agreements they made with federal
prosecutors in Manhattan shortly after Mr. Madoff's arrest.

The Journal recalls Mr. Picard last fall sued Madoff family
members, who worked with Mr. Madoff at his investment firm, saying
they should give back ill-gotten gains they used to fund personal
business ventures and purchase homes, boats and cars.  Mr. Picard
said the family received about $141 million in the six months
leading up to Mr. Madoff's December 2008 arrest.

The Journal also relates Mr. Madoff's Manhattan penthouse has gone
into contract for an undisclosed price.  According to the Journal,
the property -- , a 4,000-square-foot duplex cooperative apartment
on the 11th and 12th floors of 133 E. 64th St. -- was originally
listed for $9.9 million in September and later was cut to
$8.9 million.  The apartment is one of three Madoff properties the
government seized and is selling to help reimburse victims of his
fraud.

The Journal says the identity of the buyer of the home couldn't be
learned.

The Journal also relates the Madoff beach home in Montauk, N.Y.,
sold in the fall for $9.41 million, nearly 6% above its asking
price, to Steven Roth of Vornado Realty Trust. A nearly 8,800-
square-foot Palm Beach, Fla., home remains on the market with an
asking price of $7.25 million, down from $8.5 million in
September.

                   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.).


BOOT TOWN: Court Approves Chapter 11 Bankruptcy Liquidation Plan
----------------------------------------------------------------
US Federal Bankruptcy Chief Judge Barbara J. Houser, approved the
proposed Chapter 11 liquidation plan for Boot Town Western
Wearhouse (BTWW Retail LP) yesterday at a court hearing in Dallas.
The company filed for Chapter 11 bankruptcy protection on
November 3, 2008 in the United States Bankruptcy Court for the
Northern District of Texas.  The approval of the liquidation plan
was the culmination of efforts to sell assets, wind down
operations and negotiate claims that will result in a distribution
to general unsecured creditors of approximately 5%.  The plan
received overwhelming support from creditors with well over 90%
voting in favor of the plan.

Alan Minker, Chief Restructuring Officer & Managing Director of
Clear Thinking Group LLC, stated, "Considering the severe
financial condition of the debtor when this case begin back in
late 2008, and the fact that very few thought there would be any
recovery available for the unsecured creditors in this case, this
is a great result for the creditors.  This case is an example of
how the legal and business professionals in the case worked well
together to secure the best results possible for all of the case
constituents."

BTWW Retail, LP was one of the nation's leading retailers for
Western lifestyle and work-related apparel and accessories.  The
Company operated under five leading brand names: Corral West
Ranchwear, Cooper's Western Warehouse, Boot Town, Western
Warehouse, and Job Site.  Also under BTWW's umbrella were three
Sergeant's Western World stores in Texas and two Workwear Depot
stores in Milwaukee, WI and Austintown, OH.  The Company ran into
financial difficulties due to over expansion, significant debt,
reduced consumer spending, and the economic downturn, which
ultimately led to the Company filing for bankruptcy protection in
2008. During the Chapter 11 process, the Debtor sold a significant
number of retail stores to other retailers and liquidated the
remaining assets.

The Debtor will now finalize the review of all filed bankruptcy
claims and will develop a time table for distribution of the
Debtor's remaining assets.  Mr. Minker commented, "We hope to have
the claims process wrapped up in the next 30-60 days and begin
distribution of funds to the creditors."

The Unsecured Creditors in the case were represented by Jay Indyke
and Eric Haber of Cooley Godward Kronish LLP; and Ken Simon of
Loughlin Meghji + Company.  The Debtors were advised by Mike
Warner, David Cohen, and Alexandra Olenczuk of Warner Stevens LLP;
and Lee Diercks and Alan Minker of Clear Thinking Group LLC.

                          About Boot Town

Headquartered in Farmers Branch, Texas, Boot Town, Inc., is a
retailer of brand name boots and western wear: hats, belts,
buckles, and jeans.  The Company filed for chapter 11 protection
on November 17, 2003 (Bankr. N.D. Tex. Case No.: 03-81845).
Cynthia Cole, Esq., Esq. Neligan Tarpley Andrews & Foley, L.L.P.
represent the Debtor in its restructuring efforts.  When the
Company filed for protection from its creditors, it listed more
than $10 million in both estimated assets and debts.


BRYAN JENKINS: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Bryan A. Jenkins
        428 Roberts Way
        Rincon, GA 31326

Bankruptcy Case No.: 10-40267

Chapter 11 Petition Date: February 3, 2010

Court: United States Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: J. Michael Hall, Esq.
                  Hall & Kirkland, PC
                  Post Office Box 647
                  Statesboro, GA 30459
                  Tel: (912) 489-2831
                  Fax: (912) 489-2887
                  Email: mhall@hallandkirkland.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 15 largest unsecured creditors is
available for free at:

          http://bankrupt.com/misc/gasb10-40267.pdf

The petition was signed by Mr. Jenkins.


BRYAN SONG: Case Summary & 1 Largest Unsecured Creditor
-------------------------------------------------------
Debtor: Bryan J. Song
        702 S Serrano Ave #701
        Los Angeles, CA 90005

Bankruptcy Case No.: 10-13818

Chapter 11 Petition Date: February 3, 2010

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

Judge: Richard M. Neiter

Debtor's Counsel: Steve S. Kwon, Esq.
                  3450 Wildhire Blvd. Ste. 777
                  Los Angeles, CA 91748
                  Tel: (213) 380-4291
                  Fax: (213) 380-4952

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

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

The Debtor identified Bank of America with a debt claim for
$13,800 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/cacb10-13818.pdf

The petition was signed by Mr. Song.


BTA BANK JSC: Chapter 15 Case Summary
-------------------------------------
Chapter 15 Petitioner: Anvar Galimullaevich Saidenov,
                       foreign representative

Chapter 15 Debtor: JSC BTA Bank
                     dba Bank TuranAlem JSC
                   97 Zholdasbekov Street
                   'samal 2" microdistrict
                   Almaty 050051
                   Republic of Kazakhstan

Chapter 15 Case No.: 10-10638

About the Business: BTA Bank AO (BTA Bank JSC), formerly Bank
                    TuranAlem AO -- http://bta.kz/-- is a
                    Kazakhstan-based financial institution, which
                    is involved in the provision of banking and
                    financial products for private and corporate
                    clients.

                    The BTA Group is one of the leading banking
                    groups in the Commonwealth of Independent
                    States and has affiliated banks in Russia,
                    Ukraine, Belarus, Georgia, Armenia, Kyrgyzstan
                    and Turkey.  In addition, the Bank maintains
                    representative offices in Russia, Ukraine,
                    China, the United Arab Emirates and the United
                    Kingdom.  The Bank has no branch or agency in
                    the United States, and its primary assets in
                    the United States consist of balances in
                    accounts with correspondent banks in New York
                    City.

                    As of November 30, 2009, the Bank employed
                    5,043 people inside and 4 people outside
                    Kazakhstan.  It has no employees in the United
                    States.  Most of the Bank's assets, and nearly
                    all its tangible assets, are located in
                    Kazakhstan.

Chapter 15 Petition Date: February 4, 2010

Court: Southern District of New York (Manhattan)

Chapter 15 Petitioner's Counsel: Evan C. Hollander, Esq.
                                 White & Case LLP
                                 1155 Avenue of the Americas
                                 New York, NY 10036
                                 Tel: (212) 819-8660
                                 Fax: (212) 354-8113
                                 Email: ehollander@whitecase.com

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

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


BENDIX COMMERCIAL: PBGC Seeks Payment of $16.9-Mil. Pension Debt
----------------------------------------------------------------
The Pension Benefit Guaranty Corporation has notified Bendix
Commercial Vehicle Systems LLC of its responsibility to pay
$16.9 million in pension liability.  The obligation arises from
the shutdown of Bendix's Frankfort, Ky., plant and the resulting
job loss of some 60 workers who were participants in the
underfunded Bendix Commercial Vehicle Systems LLC Pension Plan for
Hourly Employees.

Bendix, which supplies brakes and vehicle control systems for
trucks and commercial vehicles, closed the Frankfort plant on
Dec. 31, 2007.  The company's employees became jobless when Bendix
moved its braking system compressor operation to Acuna, Mexico.
Bendix notified the agency about the plant closure on Jan. 30,
2008.

Under the Employee Retirement Income Security Act of 1974, an
employer is required to provide protection for an underfunded
pension plan when more than 20 percent of its employees covered by
the plan lose their jobs due to a cessation of operations at a
facility.  Bendix's shutdown of its Frankfort plant led to PBGC's
assessment of $16.9 million in liability.

For more than two years, the PBGC has made numerous efforts to
engage Bendix on the matter.  To date, the company has made no
serious attempt to work with the PBGC, and therefore the agency
must take the step of officially informing Bendix of its pension
liability.

Typically, companies engage the PBGC in negotiations to resolve
the liability after notifying the agency of a cessation of
operations.  Recent agreements with pension plan sponsors have
resulted in protections for underfunded pension plans that include
bonds, letters of credit, and cash contributions that improve
participants' retirement security. Since 2007, the agency has
negotiated more than $400 million in additional protection for
defined benefit plans covering over 50,000 workers and retirees.

To satisfy its pension obligation in connection with the facility
closing, Bendix will need to provide financial assurance to the
agency that the full $16.9 million liability will be contributed
to the affected plan if it ends by Dec. 31, 2012 -- five years
after the plant shutdown.

The PBGC is a federal corporation created under ERISA. 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.

Bendix is headquartered in Elyria, Ohio, and is owned by Knorr-
Bremse AG of Munich, Germany.


BERNARD MADOFF: Sons Agree to Personal Asset Freeze
---------------------------------------------------
Bill Rochelle at Bloomberg News reports that Irving H. Picard, the
trustee for the liquidation of the estate of Bernard L. Madoff
Investment Securities LLC, has reached a settlement under which
Andrew and Mark Madoff, sons of Bernard Madoff, agreed to restrict
movement of their own personal assets, not incur debt beyond
$1,000 and give a monthly accounting of their expenses.

According to the report, Peter and Shana Madoff Swanson, Bernard's
brother and niece, signed similar agreements with Mr. Picard.

Mr. Picard, who is unwinding Madoff's defunct investment firm and
gathering assets to help pay customers, sued the four Madoff
family members in October, claiming they spent almost $199 million
of victims' money and treated the investment firm as their
personal bank.  The Madoffs said in court papers that they deny
Picard's allegations and dispute his right to restrict their
assets.

                   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.).


BROOKWOOD NURSING: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Brookwood Nursing Center, LLC
        Suite 100, 16 Norcross Street
        Roswell, GA 30075

Bankruptcy Case No.: 10-63544

Chapter 11 Petition Date: February 5, 2010

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Rex Cornelison, Esq.
                  The Cornelison Group, LLC
                  Building D, Suite 1
                  500 Sun Valley Drive
                  Roswell, GA 30076-5636
                  Tel: (770) 587-0082

Estimated Assets: Unknown*

Estimated Debts: Unknown*

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

* The petition cannot be downloaded from the Court's docket.


CALIFORNIA COASTAL: Hovde Capital Owns 14.17% of Common Shares
--------------------------------------------------------------
Hovde Capital Advisors LLC has filed with the Securities and
Exchange Commission Amendment No. 1 to its Schedule 13G which was
initially filed on November 6, 2009.

Hovde Capital Advisors LLC, et al., disclosed that they may be
deemed to beneficially own shares of California Coastal
Communities Inc.'s common stock:

                                         Shares
                                         Beneficially
   Company                               Owned         Percentage
   -------                               ------------  ----------
Hovde Capital Advisors LLC                1,557,583      14.17%
Financial Institution Partners Master
  Fund LP                                 1,347,425      12.25%
Financial Institution Partners III, LP      167,417       1.52%
Financial Institution Partners IV, LP        42,741       0.39%
Eric D. Hovde                             1,557,583      14.17%

This  Schedule 13G is being filed by the Reporting Persons with
respect to 1,557,583 shares of common stock of California Coastal
Communities,  Inc., par value $0.05, which constitutes
approximately 14.17% of the issued and outstanding common shares.

The CUSIP number of the Common Stock is 129915203.

A full-text copy of Hovde Capital Advisors LLC's amended Schedule
13G is available for free at http://researcharchives.com/t/s?510d

California Coastal Communities, Inc., (Nasdaq: CALC) --
http://www.californiacoastalcommunities.com/-- is a residential
land development and homebuilding company operating in Southern
California. The Company's principal subsidiaries are Hearthside
Homes which is a homebuilding company, and Signal Landmark which
owns 105 acres on the Bolsa Chica mesa where sales commenced in
August 2007 at the 356-home Brightwater community.  Hearthside
Homes has delivered 2,200 homes to families throughout Southern
California since its formation in 1994.

Irvine, California-based California Coastal Communities, Inc.,
filed for Chapter 11 bankruptcy protection on October 27, 2009
(Bankr. C.D. Calif. Case No. 09-21712).  Joshua M. Mester, Esq.,
who has an office in Los Angeles, California, assists the Company
in its restructuring efforts.  The Company listed $100,000,001 to
$500,000,000 in assets and $100,000,001 to $500,000,000 in
liabilities.


CALIFORNIA COASTAL: Lloyd Miller Ceases to be Owner of 5% of Stock
------------------------------------------------------------------
Lloyd I. Miller, III has filed with the Securities and Exchange
Commission Amendment No. 3 to his Schedule 13G which was initially
filed on July 3, 2007.

Lloyd I. Miller, III discloses that he has ceased to be the
beneficial owner of more than 5% of the California Coastal
Communities, Inc.'s common stock.

A full-text copy of amendment no. 3 to Lloyd I. Miller, III's
Schedule 13G is available for free at:

               http://researcharchives.com/t/s?510c

California Coastal Communities, Inc., (Nasdaq: CALC) --
http://www.californiacoastalcommunities.com/-- is a residential
land development and homebuilding company operating in Southern
California. The Company's principal subsidiaries are Hearthside
Homes which is a homebuilding company, and Signal Landmark which
owns 105 acres on the Bolsa Chica mesa where sales commenced in
August 2007 at the 356-home Brightwater community.  Hearthside
Homes has delivered 2,200 homes to families throughout Southern
California since its formation in 1994.

Irvine, California-based California Coastal Communities, Inc.,
filed for Chapter 11 bankruptcy protection on October 27, 2009
(Bankr. C.D. Calif. Case No. 09-21712).  Joshua M. Mester, Esq.,
who has an office in Los Angeles, California, assists the Company
in its restructuring efforts.  The Company listed $100,000,001 to
$500,000,000 in assets and $100,000,001 to $500,000,000 in
liabilities.


CALVIN WHITE: Section 341(a) Meeting Scheduled for March 9
----------------------------------------------------------
The U.S. Trustee for Region 18 will convene a meeting of creditors
in Calvin G. White's Chapter 11 case on March 9, 2010, at
2:30 p.m.  The meeting will be held at Wenatchee Federal Bldg, 301
Yakima Street Room M08, Wenatchee, WA.

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.

Wenatchee, Washington-based Calvin G. White filed for Chapter 11
bankruptcy protection on January 29, 2010 (Bankr. E.D. Wash. Case
No. 10-00453).  Allan L. Galbraith, Esq., at Davis Arneil Law Firm
LLP, assists the Company in its restructuring efforts.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


CANADIAN TRUST: Canaccord Nets $4.2MM from Sale of ABCP Investment
------------------------------------------------------------------
Canaccord Financial Inc. said that during the quarter ended
December 31, 2009, it disposed of its investment in ABCP with a
carrying value of C$14.3 million for proceeds of $18.5 million
resulting in a gain of C$4.2 million included in principal trading
revenue.

According to Canaccord, as a result of liquidity issues in the
ABCP market, there has been very limited trading of the ABCP since
mid-August 2007.

The Plan of Arrangement of ABCP as amended provided for a
declaratory release that was effective on implementation of the
Plan and that, with the closing of the Canaccord Relief Program,
resulted in the release of all existing and future ABCP-related
claims against the Company. This release has been given effect in
the United States under Chapter 15 of the US Bankruptcy Code as
announced in January 2010.

The first two installments of interest (to August 31, 2008) were
made during the year ended March 31, 2009 and one further and
final payment was received during the third quarter of fiscal
2010. Reimbursement of restructuring costs under the Canaccord
Relief Program has been received.

On December 21, 2009, a Hearing Panel of the Investment Industry
Regulatory Organization of Canada (IIROC) accepted a settlement
agreement between the IIROC Staff and Canaccord Financial Ltd.
regarding matters surrounding ABCP, which resulted in a settlement
of $3.1 million.  This amount was substantially accrued at
September 30, 2009 and therefore, there was no significant impact
on net income in the quarter ended December 31, 2009.  This amount
was paid subsequent to December 31, 2009.

There has been very limited trading of the restructured ABCP notes
since January 21, 2009 and, as such, no meaningful market quote is
available.  Canaccord says there is a significant amount of
uncertainty in estimating the amount and timing of cash flows
associated with the ABCP.  The Company estimated the fair value of
its ABCP by discounting expected future cash flows on a
probability weighted basis considering the best available data at
December 31, 2009.

                     About Canaccord Financial

Through its principal subsidiaries, Canaccord Financial Inc. is a
leading independent, full-service financial services firm, with
operations in two principal segments of the securities industry:
wealth management and global capital markets. Since its
establishment in 1950, Canaccord has been driven by an unwavering
commitment to building lasting client relationships. We achieve
this by generating value for our individual, institutional and
corporate clients through comprehensive investment solutions,
brokerage services and investment banking services. Canaccord has
37 offices worldwide, including 29 Wealth Management offices
located across Canada. Canaccord Adams, the international capital
markets division, operates in the U.S., U.K., Canada and Barbados.

Canaccord Financial Inc. is publicly traded under the symbol CF on
the TSX and the symbol CF. on AIM, a market operated by the London
Stock Exchange.

                      About Canadian Trust

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone Trust,
MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet Trust,
Rocket Trust, Selkirk Funding Trust, Silverstone Trust, Slate
Trust, Structured Asset Trust, Structured Investment Trust III,
Symphony Trust, Whitehall Trust are entities based in Canada that
issue securities called third-party structured finance asset-
backed commercial paper.  As of Sept. 14, 2007, these 21 Canadian
Trusts had approximately C$33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act. The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting C$32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.

On March 17, 2008 the Pan-Canadian Investors Committee for ABCP
filed proceedings for a plan of compromise and arrangement under
the Companies' Creditors Arrangement Act (Canada) with the Ontario
Superior Court.  The Court issued the final implementation order
in the ABCP restructuring process on January 12, 2009 and the
restructuring closed on January 21, 2009.


CARLETON ENTERPRISES: Case Summary & 10 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Carleton Enterprises, Inc.
          dba Harbor General Store
          dba Crooked Lake Party Store
        3711 Romence Road
        Portage, MI 492024

Bankruptcy Case No.: 10-00950

Chapter 11 Petition Date: January 29, 2010

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: Kerry D. Hettinger, Esq.
                  Hettinger & Hettinger PC
                  200 Admiral Avenue
                  Portage, MI 49002-3503
                  Tel: (269) 344-1100
                  Email: khett57@hotmail.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 $718,929,
and total debts of $1,628,375.

A list of the Company's 10 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/miwb10-00950.pdf

The petition was signed by John C. Gowan, president of the
company.


CARMIKE CINEMAS: Debt Trades at 0.27% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Carmike Cinemas,
Inc., is a borrower traded in the secondary market at 99.73 cents-
on-the-dollar during the week ended Friday, Feb. 5, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.23
percentage points from the previous week, The Journal relates.
The Company pays 250 basis points above LIBOR to borrow under the
facility.  The debt matures on May 19, 2012, and is not rated by
Moody's and Standard & Poor's.  The syndicated loan is one of the
biggest gainers and losers among 180 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

As stated by the Troubled Company Reporter, on Jan. 14, 2010,
Standard & Poor's assigned 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.  In
addition, S&P affirmed its outstanding ratings on the company,
including the "B-" corporate credit rating.  The outlook on the
rating is stable.

Moody's 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.

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.


CATHOLIC CHURCH: Wilmington Has 2nd Nod for Investment Withdrawals
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Catholic Diocese of Wilmington, Inc., on a second interim
basis, to make certain withdrawals from the pooled investment
account for the benefit of the Diocese and certain pooled
investors.

Subject to the terms of the Custody Agreement, Judge Sontchi
authorized the Diocese to make withdrawals from the pooled
investment account and to process withdrawal requests of non-
debtor pooled investors without further Court order, up to these
applicable amounts:

        Pooled Investor           Aggregate Cap
        ---------------           -------------
        Diocese                     $5,400,000
        Charities                      214,038
        Foundation                     195,000
        Cemeteries                      75,000
        Siena Hall                      34,266
        Children's Home                 31,656
        Seton Villa                     25,040
        Catholic Youth                       -
        DOW Schools                          -
        Parish Corporations                  -

Judge Sontchi also authorized the Diocese to continue to invest
and deposit funds into the pooled investment account in accordance
with its prepetition practices, without the need for a bond or
other collateral as required by Section 345(b), and the entities
with which the Diocese's pooled investment funds are deposited and
invested will be excused from full compliance with the
requirements of Section 345(b) until 45 days following the
docketing of a final order directing compliance with Section
345(b) as to specific accounts following the third interim hearing
on the relief requested, which is currently set for
March 1, 2010.

Notwithstanding Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure, Judge Sontchi held that the terms and provisions of the
second interim order will be effective nunc pro tunc to January 4,
2010.

                  About the Diocese of Wilmington

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

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

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


CATHOLIC CHURCH: Wilmington's Removal Period Extended to May 1
--------------------------------------------------------------
Judge Christopher S. Sontchi of the United States Bankruptcy Court
for the District of Delaware granted the request and extended to
May 1, 2010, the Catholic Diocese of Wilmington, Inc.'s deadline
for filing notices of removal of civil actions pending as of its
Petition Date.

The Diocese had asked to extend the Removal Period through and
including May 17, 2010.

                  About the Diocese of Wilmington

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

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

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


CATHOLIC CHURCH: Court Directs Wilmington Fee Examiner
------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware,
having determined that the size and complexity of the Catholic
Diocese of Wilmington, Inc.'s bankruptcy case will result in the
filing of numerous and lengthy professional fee applications,
directed the Diocese and the Official Committee of Unsecured
Creditors to confer regarding the appointment of a fee examiner
and the establishment of related procedures concerning the fee
examiner's review of the professional fee applications.

Judge Sontchi maintained that the Court will not consider interim
or final fee applications prior to the review by the fee examiner
and the submission of a report to the Court.  He directed the
Diocese to submit under certification of counsel by March 3, 2010,
a proposed order regarding the appointment of a fee examiner and
the establishment of related procedures.

The certification will indicate whether the proposed order has the
consent of the Creditors Committee, and, if not, the scope and
basis of any dispute.

                  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: Has Equivalent of Second-Lien Committee
----------------------------------------------------
Steven Church at Bloomberg News reported last week that U.S.
Bankruptcy Judge Christopher Sontchi revoked an order that would
have required an official committee for second-lien lenders owed a
total of at least $110 million by CCS Medical Inc.  Judge Sontchi
took the action Feb. 2, after the U.S. Trustee said not enough
eligible creditors were willing to sit on a committee.  Three
members were needed to form a committee.

According to Bill Rochelle at Bloomberg News, while CCS Medical
Inc. won't have an official committee to represent second-lien
creditors, it will have the functional equivalent.  Judge Sontchi
decreed on Feb. 2 that the legal expenses of the second-lien
creditors from Nov. 23 forward will be paid by CCS. He also said
that the second-lien creditors' lawyers can be paid currently just
like counsel for CCS and the official creditors' committee.

CCS Medical has sent its proposed Chapter 11 plan to creditors for
voting.  The Plan swaps the Debtors' first lien lender debt for
$200 million in new notes and 100% of the new equity.

Second lien lenders had requested another appraisal on the
Company's value.  Goldman Sachs & Co. has valued the Company at
$230 million to $286 million, giving less than 100 cents on the
dollar available to repay first lien lenders of their $350 million
in claims.

The Plan, however, provides for potential recovery to unsecured
creditors in the form of cash or warrant, based on a "gift"
provided by first lien lenders, who will recover 66% and 82% of
their claims.  The first lien lenders have agreed to provide a
portion of their recovery on account of the first lien lender
claims in the form of warrants and cash as a "gift" to certain
holders of allowed second lien lender claims, allowed trade claims
and allowed general unsecured claims.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?3f9e

A full-text copy of the Chapter 11 Plan is available for free at
http://ResearchArchives.com/t/s?3f9f

                          About CCS Medical

Founded in 1994, CCS Medical -- 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.


CFS PROPERTIES: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: CFS Properties, Inc.,
        4730 NW Boca Raton Blvd., Suite 100
        Boca Raton, FL 33431

Bankruptcy Case No.: 10-12550

Chapter 11 Petition Date: February 3, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Erik P. Kimball

Debtor's Counsel: Brad Culverhouse, Esq.
                  Brad Culverhouse Attorney At Law
                  320 S Indian River Dr # 100
                  Ft Pierce, FL 34950
                  Tel: (772) 465-7572
                  Email: bradculverhouselaw@gmail.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
13 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/flsb10-12550.pdf

The petition was signed by Charles F. Svirk Jr., president of the
Company.


CHARLES MENDY: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Charles Albert Mendy
        11607 Will Taley Rd.
        Bogalusa, LA 70427

Bankruptcy Case No.: 10-10319

Chapter 11 Petition Date: February 3, 2010

Court: United States Bankruptcy Court
       Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Edward B. Mendy, Esq.
                  Mendy & Beekman, PLLC
                  Two Penn Center, Suite 200
                  Philadelphia, PA 19102
                  Tel: (215) 854-4057
                  Email: ebmendy@gmail.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/laeb10-10319.pdf

The petition was signed by Mr. Mendy.


CHARTER COMMS: Bank Debt Trades at 6% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Charter
Communications, Inc., is a borrower traded in the secondary market
at 93.75 cents-on-the-dollar during the week ended Friday, Feb. 5,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 1.03 percentage points from the previous week, The Journal
relates.  The Company pays 262.5 basis points above LIBOR to
borrow under the facility.  The debt matures on March 6, 2014.
Moody's has withdrawn its rating, while Standard & Poor's has
assigned a BB+ rating, on the bank debt.  The syndicated loan is
one of the biggest gainers and losers among 180 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                    About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc. (Pink
OTC: CHTRQ) -- http://www.charter.com/-- is a broadband
communications company and the fourth-largest cable operator in
the United States.  Charter provides a full range of advanced
broadband services, including advanced Charter Digital Cable(R)
video entertainment programming, Charter High-Speed(R) Internet
access, and Charter Telephone(R).  Charter Business(TM) similarly
provides scalable, tailored, and cost-effective broadband
communications solutions to business organizations, such as
business-to-business Internet access, data networking, video and
music entertainment services, and business telephone.  Charter's
advertising sales and production services are sold under the
Charter Media(R) brand.

Charter Communications and more than a hundred affiliates filed
voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y.
Case No. 09-11435).  As of March 31, 2009, the Debtors had total
assets of $13,650,000,000, and total liabilities of
$24,501,000,000.  Pacific Microwave filed for bankruptcy April 20,
2009, disclosing assets of not more than $50,000 and debts of more
than $1 billion.

The Hon. James M. Peck presides over the cases.  Richard M. Cieri,
Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at
Kirkland & Ellis LLP, in New York, serve as counsel to the
Debtors, excluding Charter Investment Inc.  Albert Togut, Esq., at
Togut, Segal & Segal LLP in New York, serves as Charter
Investment, Inc.'s bankruptcy counsel.  Curtis, Mallet-Prevost,
Colt & Mosel LLP, in New York, is the Debtors' conflicts counsel.
Ernst & Young LLP is the Debtors' tax advisors.  KPMG LLP is the
Debtors' independent auditor.  The Debtors' valuation consultants
are Duff & Phelps LLC; the Debtors' financial advisors are Lazard
Freres & Co. LLC; and the Debtors' restructuring consultants are
AlixPartners LLC.  The Debtors' regulatory counsel is Davis Wright
Tremaine LLP, and Friend Hudak & Harris LLP.  The Debtors' claims
agent is Kurtzman Carson Consultants LLC.

Judge James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York approved the Debtors' pre-arranged joint plan
of reorganization in a bench ruling on Oct. 15, 2009.

On Nov. 30, 2009, Charter Communications, Inc., announced that it
has successfully completed its financial restructuring, which
significantly improves the Company's capital structure by reducing
debt by approximately 40 percent, or approximately $8 billion.

Charter Communications, Inc., has emerged from Chapter 11 under
its pre-arranged Joint Plan of Reorganization, which was confirmed
by the United States Bankruptcy Court for the Southern District of
New York on Nov. 17, 2009.


CHAU DO PAPATHEODOROU: Case Summary & 9 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Chau Do Papatheodorou
        2317 St. Francis Drive
        Palo Alto, CA 94303

Bankruptcy Case No.: 10-51074

Chapter 11 Petition Date: February 3, 2010

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

Debtor's Counsel: W. Austin Cooper, Esq.
                  Law Offices W. Austin Cooper
                  2525 Natomas Park Dr. #320
                  Sacramento, CA 95833
                  Tel: (916) 927-2525
                  Email: austincooperlaw@yahoo.com

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

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

According to the schedules, the Company has assets of $2,430,687,
and total debts of $2,074,453.

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

             http://bankrupt.com/misc/canb10-51074.pdf

The petition was signed by Chau Do Papatheodorou.


CHAUTAUQUA COUNTY: S&P Downgrades Long-TERM Rating to "BB+"
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term rating to "BB+" from "A+" and withdrew its short-term rating
of "A-1+" on Chautauqua County Industrial Development Agency,
N.Y.'s $58.5 million exempt facility revenue bonds (NRG Dunkirk
Power Project) series 2009 issued on behalf of NRG Dunkirk Power,
following the remarketing of the debt.  S&P also assigned its "1"
recovery rating to the bonds, indicating its expectation of very
high (90%-100%) recovery of principal in the event of a payment
default.  The bonds were originally issued on April 14, 2009, as a
structured letter-of-credit-backed variable-interest-rate
obligation, the rating on which was linked to that on the LOC
provider, Bank of America.  Following the bonds' Feb. 1, 2010,
conversion, they bear a fixed interest rate through the April 2042
maturity and are secured by substantially all assets of NRG Energy
Inc. and its subsidiaries.  As a result, the bonds are rated pari
passu with NRG's secured debt obligations, which are currently
rated "BB+".

                           Ratings List

               Downgraded; Recovery Rating Assigned

         Chautauqua County Industrial Development Agency


                                             To         From
                                             --         ----
   $58.5 mil exempt fac rev bds ser 2009     BB+/NR     A+/A-1+
    Recovery Rating                          1


CHEMITEK 2006 LLC: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Chemitek 2006, LLC
          dba River Vale Country Club
        660 River Vale Road
        River Vale, NJ 07675

Bankruptcy Case No.: 10-13393

Chapter 11 Petition Date: February 5, 2010

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

Debtor's Counsel: Vincent F. Papalia, Esq.
                  Saiber, LLC
                  One Gateway Center, 13th Floor
                  Newark, NJ 07102
                  Tel: (973) 622-3333
                  Fax: (973) 622-3349
                  Email: vfp@saiber.com

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

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

The petition was signed by Kwang H. Keh, the company's managing
member.

Debtor's List of 19 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
John C. Kim & Chong Hong                          $3,360,000
c/o Hyung-Seok Kim, Esq.
Kim, Cho & Lim, LLC
460 Bergen Blvd.,
Suite 201
Palisades Park, NJ 07650

McNally Engineering        Trade Debt             $121,200
Attn: John Gauldi

Van Natta Mechanical Corp. Trade Debt             $33,744
Attn: Brian

Michaels & Waldron, PA     Trade Debt             $29,363
Attn: Bob

Internal Revenue Service                          Unknown
Attn: Insolvency Unit
20 Washington Place
Newark, NJ 07102

R.M. Tuit Paving           Trade Debt             $20,650
Trucking Contract, LLC

Sawai Mechanical           Trade Debt             $9,397
Contracting

Pro Craft Heritape         Trade Debt             $7,349

Mohamed W. Tarajki         Wage Claim             $4,828

Rose Tubito, Esq.                                 $4,650

David Watkins, Esq.                               Unknown
285 Closter Dock Road
PO Box 304
Closter, NJ 07624

Paul Faugno, Esq.                                 Unknown
Faugno & Associates, LLC
125 State Street
Hackensak, NJ 07601

State of New Jersey                               Unknown
Division of Taxation
Revenue Processing Center
PO Box 282
Trenton, NJ 08646

Stephen Sinisi, Esq.      Receiver in State       Unknown
2 Sears Drive             Court Proceedings
PO Box 1458
Paramus, NJ 07653

Sung Ho Kim                                       $1,055,176
c/o Paul Schafhauser, Esq.
Herrick, Feinstein
One Gateway Center
Newark, NJ 07102

Wan Hui Nam                                       $5,120,000
c/o Jae Y. Kim, Esq.
One University Plaza,
Suite 212
Hackensack, NJ 07601

Young & Associates        Agents for Court        Unknown
PO Box 125                Appointed Trustee
Wood Ridge, NJ 07075

PRIF II Chemtek, LLC                              Claim is
Attn: David McClain                               believed to be
2160 N. Central Road                              fully secured.
Suite 308                                         Listed for
Fort Lee, NJ 07024                                notice purposes
                                                  only.

P II River Vale GC                                Claim is
GC Funding, LLC                                   believed to be
Attn: David McClain                               fully secured.
2160 N. Central Road                              Listed for
Suite 308                                         notice purposes
Fort Lee, NJ 07024                                only.


CHEMTURA CORP: Obtains $450-Mil. Replacement DIP Financing
----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Chemtura Corp. landed
$450 million in new financing to replace the $400 million facility
dating from the height of the financial crisis.  Chemtura says
"significantly" lower rates on the new loan will save it $9.3
million.  The existing loan, to expire on March 22, would require
a $4 million fee for an extension.  The new loan will be good for
one year.  Providers of the new loan include Citibank NA, Bank of
America NA, Barclays Bank Plc, and Wells Fargo Foothill LLC.

According to the report, the Company is also seeking an extension
until June 11 of the exclusive right to propose a Chapter 11 plan.
Chemtura said that unresolved contingent and unliquidated claims
are preventing the confirmation of a reorganization plan.  The
motion pointed to $2 billion in governmental environmental
claims and 375 personal injury claims resulting from the
distribution of diacetyl.  Otherwise, Chemtura is "optimistic"
about emerging from reorganization in the "near term."

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Seeks Nod for New $450-Mil. DIP Facility
-------------------------------------------------------
Chemtura Corporation, debtor-in-possession filed a motion with the
U.S. Bankruptcy Court for the Southern District of New York (the
"Court") seeking approval of an Amended and Restated Debtor-in-
Possession ("DIP") Credit Agreement.  Citibank, N.A. together with
Bank of America N.A., Barclays Bank PLC and Wells Fargo Foothill
LLC and other lenders are parties to the new DIP facility.  The
new $450 million DIP facility, which refinances Chemtura's
existing $400 million DIP facility, provides Chemtura with
improved financing and credit terms and additional financial
flexibility, and it permits capital expenditures necessary to
execute its business plan.

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

Chemtura is working diligently with its constituencies to develop
a consensual Plan of Reorganization.

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

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Fee Applications of 20 Firms Approved
----------------------------------------------------
Bankruptcy Judge Robert Gerber granted on January 28, 2010, the
second interim fee applications of more than 20 bankruptcy
professionals in the Chapter 11 cases of Chemtura Corporation and
its debtor affiliates for services rendered for the fee period
from July 1, 2009, through October 31, 2009,

The professionals include Akin Gump Strauss Hauer & Feld LLP;
Allen & Overy LLP; DLA Piper LLP; Duane Morris LLP; FTI
Consulting, Inc.; Houlihan Lokey Howard & Zukin Capital, Inc.;
Kirkland & Ellis LLP; KPMG LLP; Lazard Freres & Co. LLC; Ogilvy
Renault LLP; and O'Melveny & Myers LLP.

The Allowed Fees for the Second Interim Fee Period total
approximately US$18,000,000, EUR8,000, CHF58,000 and GBP60,000,
and the Allowed Expenses for the same Fee Period total about
US$854,000, GBP1,500 and CHF2,500.

The Court essentially permits the Debtors to pay the Allowed Fees
and Expenses for the Second Interim Fee Period, less certain
"fees held back."

A detailed table of the Approved Fees and Expenses for the Second
Interim Fee Period is available for free at:

http://bankrupt.com/misc/Chemtura_ApprvdIntFees_JultoOct2009.pdf

The Court simultaneously authorized the Debtors to pay 13
bankruptcy professionals half of their Fees and Expenses held
back from the First Interim Fee Period of March to June 2009,
without prejudice to the right of each Professional to seek
payment of the balance of amounts or the "remaining holdback" at
a later time.

The Hold Back Fees authorized to be paid aggregate approximately
US$1,300,000 and GBP77,000, a detailed table of which is
available for free at:

http://bankrupt.com/misc/Chemtura_HoldbackToBePdFr1stIntPd.pdf

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Malone, et al., Want to Conduct Rule 2004 Exam
-------------------------------------------------------------
Lisa Jo Malone and 58 plaintiffs in state court actions pending
in Allegheny County, Pennsylvania, in addition to six plaintiffs
whose claims have not been asserted in the State Court Actions
before the automatic stay became effective in the Debtors'
Chapter 11 cases, ask the Court to direct the Debtors to produce
certain documents pursuant to Rules 2004 and 9016 of the Federal
Rules of Bankruptcy Procedure.

The Plaintiffs reside in Texas, North Carolina, Indiana,
Tennessee, Washington, New York, and Maryland.  Ms. Malone and
the 58 Initial Plaintiffs each filed their State Court Actions in
the Court of Common Pleas of Allegheny County, Pennsylvania,
seeking judgment against several defendants, including Debtor
Chemtura Corporation as successor to Witco Chemical Corporation,
for damages caused by the Defendants' alleged negligence, strict
liability, and intentional misconduct in manufacturing,
marketing, distributing, and selling coal tar pitch to which the
Plaintiffs were exposed during their employment at various
aluminum smelters owned and operated by Alcoa for the period from
1946 through 2000.  The New Plaintiffs suffered similar injuries
during their employment at aluminum smelters owned and operated
by Alcoa, Inc., but have not yet filed their claims as of the
Petition Date when the automatic stay became effective with
respect to the Debtors.

The Pennsylvania State Court has designated the State Court
Actions as complex litigation and consolidated them for discovery
purposes only.

During the course of discovery in the State Court Action and
prior to the Petition Date, Chemtura, as Witco's successor,
produced declaration pages on Witco's Comprehensive Liability
Policies for the years 1962 to 1986, which provided liability
insurance for bodily injury.

Alan D. Halperin, Esq., at Halperin Battaglia Raicht LLP, in New
York, says that each of the Declarations appear to indicate that
the Policies provide annual limits ranging from $750,000 to
$1,000,000 for bodily injury per occurrence, similar to most
other general liability policies.  He also notes that Chemtura
Corp. is not listed as a beneficiary of the proceeds of the
Policies.

Discovery in the State Court Actions is ongoing and no trial date
has been set, according to Mr. Halperin.  He notes that on or
about the Petition Date, Chemtura filed a "Suggestion of
Bankruptcy" in the State Court Actions, which were then
automatically stayed with respect to Chemtura.

The basis of the State Court Actions is personal injury in the
nature of cancer to various organs of the body caused from
exposure to the carcinogenic substance coal tar pitch during the
Plaintiffs' employment, Mr. Halperin relates.  As a result of
exposure to the defendants' products, he notes that certain of
the Plaintiffs or their decedents have died and many other
Plaintiffs have advanced stages of cancer and will likely die in
the relatively near future.  "Consequently, time is of the
essence in the prosecution of their claims," Mr. Halperin
asserts.

Accordingly, in order to avoid substantial delays and hardship on
the Plaintiffs in the prosecution of their claims in the State
Court Actions and avoid multiplicity of lawsuits, the Plaintiffs
may seek relief from the automatic stay to allow the State Court
Actions to proceed against Chemtura with respect to coverage
under the Policies in addition to the non-debtor defendants.

However, because only the Declarations were produced during
discovery in the State Court Actions prior to the Petition Date
and not full copies of the Policies, the Plaintiffs have not been
able to confirm the nature and extent of Chemtura's interest, if
any, in the Policies, including the nature and extent of any
deductable or self insured portion under the Policies.  In this
light, the Plaintiffs seek the production of, among others, full
copies of the Policies.

                      About Chemtura Corp.

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

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

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

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


CHEMTURA CORP: Objects to $2.1 Billion in EPA Claims
----------------------------------------------------
Chemtura Corp. and its units ask the Court to disallow Claim Nos.
11672, 11767, 11797, 11584, and 11993 filed by the United States
of America on behalf of the United States Environmental Protection
Agency.

The EPA Claims, filed pursuant to the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 with respect to
21 different site locations, assert past and future estimated
response costs and penalties, totaling approximately $2.1 billion
plus additional unliquidated amounts.

The U.S. Government also seeks "natural resource damages" for
damages at the Diamond Alkali Superfund Site in an amount
estimated at approximately $1.2 million.

The Government further alleges under the Claims that the Debtors
have or may in the future have environmental liabilities for
unnamed properties that are part of their Chapter 11 estates or
for the migration of hazardous substances from current property
of their estates.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
contends that as a whole, the EPA Claims contain insufficient
allegations, have no documentation, and fail to disclose all of
the assumptions behind the Government's calculations used in the
Claims.  With regard to past remediation costs, Mr. Cieri asserts
that the Claims are based on actions which were arbitrary and
capricious and do not comport with the National Contingency Plan
or other applicable guidance.

Furthermore, as to anticipated costs, Mr. Cieri disputes that the
Claims are based on highly speculative and unsupported response
cost projections.  He says that compounding the inherent
unfairness of the asserted Claims, the Government has
systematically ignored the issue of fair allocation, seeking
instead to hold the respective Debtors jointly and severally
liability on account of the Claims, despite recognizing the
substantial role of other potentially responsible parties in
contributing to the alleged contamination.

"In this regard, the Government's Claims fail to recognize that,
even if the Debtors did contribute to the contamination of
certain of the subject sites, the Debtors would bear, at most,
only limited responsibility," Mr. Cieri argues.  "Any other
result would be highly inequitable, harmful to creditors of the
Debtors' estates and contrary to applicable law and practice."

                      About Chemtura Corp.

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

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

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

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


CHL HOME BUILDERS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: CHL Home Builders, Inc.,
        467 US Highway 27 North
        Lake Placid, FL 33852

Bankruptcy Case No.: 10-12551

Chapter 11 Petition Date: February 3, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman Jr.

Debtor's Counsel: Brad Culverhouse, Esq.
                  Brad Culverhouse Attorney At Law
                  320 S Indian River Dr # 100
                  Ft Pierce, FL 34950
                  Tel: (772) 465-7572
                  Email: bradculverhouselaw@gmail.com

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

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

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

            http://bankrupt.com/misc/flsb10-12551.pdf

The petition was signed by Charles F. Svirk Jr., president of the
Company.


CHRIS BOUNLATH PHOUASALITH: Voluntary Chapter 11 Case Summary
-------------------------------------------------------------
Debtor: Chris Bounlath Phouasalith
        7568 Shelby Cross Circle
        Memphis, TN 38125

Bankruptcy Case No.: 10-21282

Chapter 11 Petition Date: February 4, 2010

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

Judge: Jennie D. Latta

Debtor's Counsel: Samuel Jones, Esq.
                  100 North Main Street, Suite 946
                  Memphis, TN 38103
                  Tel: (901) 523-7883
                  Fax: (901) 523-1463
                  Email: samueljones@bellsouth.net

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

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

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

The petition was signed by Mr. Phouasalith.


CIRCUIT CITY: InterTAN Stay Period Extended to April 30
-------------------------------------------------------
At the request of InterTAN Canada Ltd. and Tourmalet Corporation,
Honorable Justice Geoffrey B. Morawetz of the Superior Court of
Justice (Commercial List) for the Province of Ontario extended
the Applicant's stay period to April 30, 2010.  The stay was
previously extended until January 31, 2010.

Alvarez & Marsal Canada ULC, the appointed monitor, has made
substantial progress in reviewing, reconciling and administering
the proofs of claim in the Claims Processes.  However, a number
of disputed claims still remain to be determined.  The Monitor is
assisting the Applicants and the Purchaser in attempting to
resolve their differences concerning the Closing Date Financial
Statement.

The extension sought is necessary in order to complete the final
stages of the Claims Processes and to allow for the expeditious
distribution of the Sale Proceeds to the creditors and
shareholders of the Applicants, according to the Applicants'
counsel, Goodmans LLP, in Toronto, Canada.

Pursuant to the First Distribution Order, the Monitor made
distributions, from the proceeds of the Sale Transaction and
other amounts received by or owing to InterTAN that were in the
Monitor's possession, aggregating C$11,672,749, to those
creditors set forth in the First Distribution Order.  The amounts
included interest on claims calculated at a rate of 5% per annum.

These distributions, together with revisions and disallowances
issued by the Monitor in the Claims Process, resolved 527 of the
total 598 Pre-Filing and Post-Filing Claims filed with the
Monitor.

As of January 21, 2010, the Monitor was holding, in trust, an
aggregate of C$90,434,192.

After revisions and disallowances described in the Eleventh
Report, and taking into account "additional pre-filing" and
"restructuring" claims filed after November 30, 2009, there
remained to be administered (i) 61 Pre-Filing proofs of claim,
(ii) three additional pre-filing claims, and (iii) seven
restructuring claims.

The Court also ordered that the Monitor distribute from the
balance of the Sale Proceeds and other amounts received by or
owing to InterTAN that are in the Monitor's possession, amounting
to C$5,784,906, to be distributed to those creditors, inclusive
of interest calculated at a rate of 5% per annum, by today,
February 3, 2010.

The Court also authorized and directed the Monitor to distribute,
in amounts consistent with the Monitor's recommendation in its
Twelfth Report, to the claimants on account of a settlement or
resolution of their claims, as may be agreed to in writing
between the applicable claimant, the Monitor, InterTAN, and the
Purchaser.

The lists of claimants are available at no charge at:

http://bankrupt.com/misc/Intertan_DistributionLists012910.pdf

The distributions made will be in full and final satisfaction of
the claims of the recipients against the Applicants.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

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


CIRCUIT CITY: Proposes Liquidation Retention Plan
-------------------------------------------------
Circuit City Stores Inc. and its units ask the Court (i) to
approve a liquidation retention plan, (ii) for authority to
implement the Liquidation Retention Plan, and (iii) to pay certain
wind down retention pay to 20 plan participants.

To recall, on March 25, 2009, the Court approved a wind down
incentive and retention plan, as modified by agreement with the
Official Committee of Unsecured Creditors, and authorized payment
of wind down incentive pay to participants in that plan.

Under the Wind Down Incentive Plan and Retention Plan,
participants were divided into two categories.  Tier I
Participants consisted of management level employees that may be
considered "insiders," as the term is defined in Section 101(31)
of the Bankruptcy Code.  Tier II Participants consisted of non-
insider key employees.

With respect to Tier I Plan Participants, payments have been or
will be made in accordance with the Wind Down Incentive and
Retention Plan upon completion of tasks associated with each
payment.  With respect to Tier II Plan Participants, however, the
Wind Down Incentive and Retention Plan expired on January 15,
2010, Douglas M. Foley, Esq., at McGuireWoods LLP, in Richmond,
Virginia, relates.

The Debtors and the Creditors Committee have proposed and
solicited votes on their First Amended Joint Plan of Liquidation,
which contemplates the continued liquidation of the Debtors'
assets, reconciliation of liabilities, and the distributions
according to the priorities set forth in the Bankruptcy Code.

The Debtors have continued to work towards an orderly and
efficient liquidation process.  To assist them with that process,
the Debtors currently have 23 full-time employees.  At this time,
the Debtors believe that the continued employment of their
remaining employees is in the best interests of their creditors
and estates.

According to Mr. Foley, the Debtors' ability to keep their
remaining employees is threatened by three primary factors:

  (1) The employees recognize that, due to the liquidation,
      long-term employment with the Debtors is not an option.

  (2) The employment market in Richmond has improved
      considerably over the last several months.  Indeed, the
      Debtors have had certain unexpected resignations by
      certain key employees.

  (3) The Wind Down Incentive and Retention Plan expired.  As a
      result, the Debtors have no ability to "incentivize" their
      employees to remain until their services are no longer
      needed.

Moreover, additional unexpected employment losses threaten the
Debtors' ability to achieve an orderly and efficient liquidation.
To successfully continue and complete the liquidation process,
the Debtors developed, along with their restructuring
professionals, an appropriate but limited liquidation retention
plan for 20 employees.

None of the Plan Participants are members of the Debtors'
management or "insiders," and are not persons in control of the
Debtors, Mr. Foley explains.

                   Liquidation Retention Plan

Because the Wind Down Incentive and Retention Plan has expired,
it is imperative that the Plan Participants continue to be
motivated to provide their substantial contributions to the
liquidation of the Debtors.  The Liquidation Retention Plan would
help ensure that Plan Participants, each of whom is essential to
the liquidation process and critical to managing the effective
and timely liquidation of the Debtors' estates, are retained in
order to maximize value for the Debtors' creditors, Mr. Foley
says.

The Liquidation Retention Plan consists of retention bonus
payments to the Plan Participants based on their continued
service to the Debtors through the earlier of (i) the date the
Debtors sever the Plan Participant and (ii) the effective date of
a plan of liquidation.  All payments to a particular Plan
Participant under the Liquidation Retention Plan will be made on
each participant's applicable End Date.

Although the total payments under the Liquidation Retention Plan
will vary, the Debtors estimate that they will accrue $9,400.

If a Plan Participant voluntarily terminates his employment or is
terminated for cause before the End Date, the Plan Participant
will not receive any portion of any payment that he would have
received had he continued to be employed by the Debtors on the
End Date.

The Liquidation Retention Plan treats each Plan Participant
differently, and payments to a particular Plan Participant depend
on three factors: (i) weekly salary, (ii) the percentage of the
weekly salary designated under the Liquidation Retention Plan,
and (iii) the number of weeks actually worked beginning with
the first week after the Debtors' Wind Down Incentive and
Retention Plan ended for the particular Plan Participant
and ending on that Plan Participant's applicable End Date.

Notably, the Plan Participants are not required to accomplish
specific performance metrics to be eligible for payment.

The Creditors' Committee has advised the Debtors that it supports
the approval of the Liquidation Retention Plan.

The Debtors also seek, pursuant to Section 107(b) of the
Bankruptcy Code and Rule 9018 of the Federal Rules of Bankruptcy
Procedure, to file the list of the Plan Participants and the
terms of their retention bonus payments under seal to protect the
employees from potential harm caused by the disclosure of
confidential information.

In separate filings, the Debtors seek to shorten the notice
period and to expedite hearing on the motion to be heard on
February 11, 2010.

Mr. Foley explains that the delay in filing the motion until this
point was to provide the Creditors' Committee with an opportunity
to review and provide comments on the motion.  The Creditors'
Committee also consents to having the motion heard on an
expedited basis and shortened notice.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

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


CIRCUIT CITY: Proposes March 31 as 2nd Admin. Claims Bar Date
-------------------------------------------------------------
Pursuant to Sections 105 and 503 of the Bankruptcy Code and Rules
2002 and 9007 of the Federal Rules of Bankruptcy Procedure, the
Circuit City Stores Inc. and its units ask the Court to set
March 31, 2010, at 5:00 p.m., Pacific Time, as the second
administrative bar date within which certain administrative
expense requests must be filed.

The Debtors seek to establish the Second Administrative Bar Date
to determine what, if any, Administrative Expenses are, or
remain, asserted against them.

On May 15, 2009, the Court set June 30, 2009, as the bar date for
filing claims for administrative expenses that arose from the
Petition Date through and including April 30, 2009.

At this stage of the Debtors' cases, they believe that
establishing a Second Administrative Bar Date is appropriate and
will help facilitate an orderly liquidation of their estates,
Douglas M. Foley, Esq., at McGuireWoods LLP, in Richmond,
Virginia, says.

For purposes of the Second Administrative Bar Date, the
Debtors propose that the term "Administrative Expense" mean, as
to or against any of the Debtors (i) any right to payment,
whether or not that right is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, unmatured, disputed,
undisputed, legal, equitable, secured or unsecured, or (ii) any
right to an equitable remedy for breach of performance if that
breach gives rise to a right to payment, whether or not that
right to an equitable remedy is reduced to judgment, fixed,
contingent, matured, unmatured, disputed, undisputed, secured or
unsecured, that (1) satisfies Sections 365(d)(3), 365(d)(5), or
503(b), including 503(b)(1) through (b)(8) of the Bankruptcy
Code, but excluding Section 503(b)(9); and (2) first arose -- or,
only in the case of unexpired leases of real and personal
property, accrued -- from and after May 1, 2009, through and
including December 31, 2009.

The Debtors propose that a request for payment of an
Administrative Expense be filed by March 31, 2010, by all
holders, including persons, entities, individuals, partnerships,
corporations, estates, trusts, indenture trustees, unions and
governmental units of an Administrative Expense.

According to Mr. Foley, these holders need not file an
Administrative Expense Request:

  (a) Parties that have already properly filed an Administrative
      Expense Request with the Court or Kurtzman Carson
      Consultants LLC, the Claims Agent, that clearly sets forth
      that the party is asserting an Administrative Expense;

  (b) Parties whose Administrative Expense has been previously
      allowed by order of the Court;

  (c) A Debtor or Debtors holding an Administrative Expense
      against one or more other Debtors; and

  (d) Professional advisors, including attorneys, financial
      advisors, accountants, claims agents, or other
      professionals, retained by the Debtors or the Official
      Committee of Unsecured Creditors under Bankruptcy Code
      Sections 327, 328 or 1103 and whose Administrative
      Expense is for services rendered and reimbursement of
      expenses in the Chapter 11 cases.

The Debtors also ask that any holder of a 503(b)(9)
administrative claim, which claim or expense was required to be
filed by December 19, 2008 -- the 503(b)(9) Bar Date -- pursuant
to order of the Court -- the 503(b)(9) Bar Date Order -- and any
holder whose claim/expense was required to be filed by June 30,
2009, pursuant to the First Administrative Bar Date Order, not
now be permitted to file an Administrative Expense Request.

As set forth in the 503(b)(9) Bar Date Order, any person or
entity holding a claim/expense pursuant to Bankruptcy Code
Section 503(b)(9) that failed to file a claim/expense request on
or before December 19, 2008, is forever barred and estopped from
asserting a claim/expense pursuant to Bankruptcy Code section
503(b)(9) against the Debtors, their estates, or the property of
any of them, absent further Court order.

Similarly, as set forth in the First Administrative Bar Date
Order, any person or entity holding a claim/expense that first
arose -- or, only in the case of unexpired leases of real and
personal property, accrued -- in the First Administrative Period,
that failed to file a claim/expense on or before June 30, 2009,
is forever barred and estopped from asserting a claim/expense
pursuant to Bankruptcy Code Sections 365(d)(3), 365(d)(5), or
503(b), first arising -- or, only in the case of unexpired leases
of real and personal property, accruing -- during the First
Administrative Period, against the Debtors, their estates, or the
property of any of them, absent further order of the Court.

Mr. Foley clarifies that this motion is not a request for an
extension of either deadline.

     Form and Procedure for Administrative Expense Requests

The Debtors ask the Court to establish Second Administrative Bar
Date procedures.

For an Administrative Expense Request to be considered, it must
(i) be in writing, (ii) be denominated in lawful United States
currency, (iii) specify the Debtor against which the claimant
asserts an Administrative Expense, (iv) set forth with
specificity the legal and factual basis for the Administrative
Expense, and (v) have attached to it supporting documentation.

Holders will not be permitted to aggregate Administrative
Expenses against multiple Debtors in a single Request.

For any Administrative Expense Request to be validly and properly
filed, a signed original of the completed Request together with
accompanying documentation must be delivered to the Claims Agent
by the Second Administrative Expense Bar Date, in person, by
courier, hand delivery or by mail, but not by facsimile or other
electronic means.

Administrative Expense Requests will be deemed filed when
actually received by the Claims Agent.  Filing the Requests with
the Claims Agent rather than with the Court will enable the
Debtors to orderly review and reconcile any filed Administrative
Expense Requests.

Following the Second Administrative Expense Bar Date, the Debtors
will begin the process of reconciling Requests.  To the extent
any improper Administrative Expense Requests are filed, the
Debtors will object to the Requests at least 30 days before a
scheduled hearing, unless the period is shortened by Court order,
to which the holder will have an opportunity to respond.

The Debtors also submit that the Omnibus Objection Procedures
approved by the Court apply to Administrative Expense Requests,
and should apply to objections to the Requests only to the extent
that the Omnibus Objection Procedures are not inconsistent with
the present motion, the order, or the Second Administrative Bar
Date notice.

Through the Second Administrative Bar Date Notice, the Debtors
will advise holders of potential Administrative Expenses that if
they fail to file a request for payment of their Administrative
Expense by the Second Administrative Bar Date, they (a) will be
forever barred and estopped from asserting their Administrative
Expense against the Debtors or their estates and (b) will not be
permitted to receive payment from the Debtors' estates or
participate in any distribution under any plan or plans of
liquidation in the Chapter 11 cases on account of the
Administrative Expenses.

                        About Circuit City

Headquartered in Richmond, Virginia, Circuit City Stores Inc.
(NYSE: CC) -- http://www.circuitcity.com/-- was a specialty
retailer of consumer electronics, home office products,
entertainment software and related services in the U.S. and
Canada.

Circuit City Stores together with 17 affiliates filed a voluntary
petition for reorganization relief under Chapter 11 of the
Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-
35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian
operations, also sought protection under the Companies' Creditors
Arrangement Act in Canada.

Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, are the Debtors' general
restructuring counsel.  Dion W. Hayes, Esq., and Douglas M. Foley,
Esq., at McGuireWoods LLP, are the Debtors' local counsel.  The
Debtors also tapped Kirkland & Ellis LLP as special financing
counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special
securities counsel; and FTI Consulting, Inc., and Rotschild Inc.
as financial advisors.  The Debtors' Canadian general
restructuring counsel is Osler, Hoskin & Harcourt LLP.  Kurtzman
Carson Consultants LLC is the Debtors' claims and voting agent.
The Debtors disclosed total assets of $3,400,080,000 and debts of
$2,323,328,000 as of August 31, 2008.

Circuit City has opted to liquidate its 721 stores.  It has
obtained the Bankruptcy Court's approval to pursue going-out-of-
business sales, and sell its store leases.

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


CITADEL BROADCASTING: Bank Debt Trades at 18% Off
-------------------------------------------------
Participations in a syndicated loan under which Citadel
Broadcasting Corporation is a borrower traded in the secondary
market at 81.54 cents-on-the-dollar during the week ended Friday,
Feb. 5, 2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 1.54 percentage points from the previous week, The Journal
relates.  Citadel pays 175 basis points above LIBOR to borrow
under the loan facility, which matures on June 1, 2014.  Moody's
has withdrawn its rating, while Standard & Poor's has assigned a
default rating, on the bank debt.  The syndicated loan is one of
the biggest gainers and losers among 180 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

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)


CITIGROUP INC: Eyes Expansion of Operations in Asia
---------------------------------------------------
Jon Jacobs at eFinancialCareers last week reported that Citigroup
Inc. is among institutions that are focusing or re-focusing global
growth ambitions on Asia, especially China and India.

According to eFinancialCareers, Citi's Chief Executive Vikram
Pandit told the Financial Times Wednesday in Hong Kong that a big
part of Citicorp is its emerging market franchise and Asia-Pacific
is a substantial part of it.  "And you will see us expanding
across Asia-Pacific this year," Mr. Pandit told FT, according to
eFinancialCareers.

According to eFinancialCareers, Mr. Pandit's remarks to the FT
refute speculation the firm would sell off some Asian assets as
part of an ongoing plan to shrink its balance sheet and pay down
debt.  eFinancialCareers said Mr. Pandit related that expansion
plans this year include Japan, India, China, Indonesia, Malaysia
and Hong Kong.  eFinancialCareers said Mr. Pandit was touring
major Asian cities last week.

eFinancialCareers noted that Citi owns stakes in two Chinese
development banks and one Indian bank.  Citi opened six retail
branches in Hong Kong Wednesday, raising its total there to 32.
On China's mainland, Citi has 28 branches in nine cities and has
said it is in "active conversations' with a local brokerage firm
for a joint venture to underwrite and trade stocks in Shanghai.
Citi is also seeking approvals in India to add to the 42 retail
branches it operates in that country


CLAIRE'S STORES: Bank Debt Trades at 19% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 80.93 cents-
on-the-dollar during the week ended Friday, Feb. 5, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.86
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The debt matures on May 29, 2014, and carries Moody's
Caa2 rating and Standard & Poor's B- rating.  The syndicated loan
is one of the biggest gainers and losers among 180 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

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

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

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

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


COMMISSARY OPS: Claim Priority Doesn't Nix New Value Defense
------------------------------------------------------------
Addressing a question of apparent first impression, WestLaw
reports, a Tennessee bankruptcy court has held that deliveries to
a debtor that are entitled to administrative expense status under
11 U.S.C. Sec. 503(b)(9), the section of the Bankruptcy Code
providing that an allowed administrative expense includes the
value of goods received by debtor in the ordinary course of
business within 20 days before the petition date, are not
disqualified from constituting "new value" for purposes of a
creditor's 'subsequent new value" defense under Sec. 547(c)(4).
The court distinguished In re Phoenix Restaurant Group, Inc., 373
B.R. 541 (M.D. Tenn. 2007), which involved a preference
defendant's reclamation claim.  Unlike goods subject to
reclamation claims, a debtor can freely use goods subject to a
Sec. 503(b)(9) claim, and such goods satisfy the "money or money's
worth" definition of "new value" in Sec. 547(a)(2).  Moreover, the
possibility that a Sec. 503(b)(9) claimant might receive payment
for the deliveries it made to the debtor within 20 days prior to
the petition date does not negate the value represented by the
claim that the creditor provided to the debtor. The policy of
encouraging creditors to do business with debtors also supported
the court's holding.  In re Commissary Operations, Inc., --- B.R.
----, 2010 WL 99036 (Bankr. M.D. Tenn.).

Headquartered in Nashville, Tennessee, Commissary Operations Inc.
dba COI Foodservice Distribution and Manufacturing --
http://www.coifoodservice.com/-- is a multi-facility food service
distribution operation and supplier which delivers to more than
1,200 restaurants in 29 U.S. states.  For more than 40 years, the
company's full-service operation has supplied products to well-
known national restaurant chains such as Shoney's, Ryan's and
Applebee's.  The company has centers located in West Virginia
and Georgia, in addition to one in Tennessee.

The Company filed for Chapter 11 protection (Bankr. M.D. Tenn.
Case No. 08-06279) on July 22, 2008.  Barbara Dale Holmes, Esq.,
David Phillip Canas, Esq., Glenn Benton Rose, Esq., Tracy M.
Lujan, Esq., at Harwell Howard Hyne Gabbert & Manner, PC, in
Nashville, Tenn., represent the Debtor.  When the Debtor filed
for protection from its creditors, it estimated its assets and
debts between $50 million and $100 million.


COMPASS POINTE: Updated Chapter 11 Case Summary
-----------------------------------------------
Debtor: Compass Pointe Holdings, LLC
        8475 NW 60th Avenue
        Ocala, FL 33482

Bankruptcy Case No.: 10-50224

Chapter 11 Petition Date: February 3, 2010

Court: United States Bankruptcy Court
       Southern District of Mississippi
       (Gulfport Divisional Office)

Judge: Neil P. Olack

Debtor's Counsel: David L.[G] Lord, Esq.
                  David L. Lord and Associates, P.A.
                  2300 24th Avenue
                  Gulfport, MS 39501
                  Tel: (228) 868-5667
                  Fax: (228) 868-2554
                  Email: lordlawfirm@bellsouth.net

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

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

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

            http://bankrupt.com/misc/mssb10-50224.pdf

Debtor's List of 14 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Singing River Electric     Trade Debt             $6,354

Southern Pipe & Supply     Trade Debt             $1,625

Dibs Supply Company        Trade Debt             $544

Prestige Telecom           Trade Debt             $270

Great Amer. Bus. Prod.     Trade Debt             $144

Express Heating & A/C      Trade Debt             $677

Turf Ryder                 Trade Debt             $2,800

Apartment Guide            Trade Debt             $510

Delta Sanitation           Trade Debt             $2,369

HD Supply                  Trade Debt             $2,929

Interiors Now              Trade Debt             $455

Plumb Tech                 Trade Debt             $128

Merlin Wagner's Contr.     Trade Debt             $385

David Pilger               mortgage               $75,000

The petition was signed by Tim Dodd, the company's managing
member.


CONSECO INC: Elects Charles Murphy as Additional Director
---------------------------------------------------------
Conseco, Inc., announced Wednesday that its board of directors has
named Charles Murphy as a director, effective immediately.  Mr.
Murphy was also appointed to the Investment Committee of the
Board.

Mr. Murphy, 48, is a senior vice president of Paulson & Co. Inc.
and an analyst responsible for the insurance sector since joining
Paulson in May 2009.  He has 20 years of experience as an
investment banker, working with insurance companies on advisory
and capital raising assignments.  He was co-head of the European
Financial Institutions Group at Credit Suisse, Deutsche Bank and
Morgan Stanley.

Mr. Murphy has a Bachelor of Arts degree in economics from
Columbia College, a law degree from Harvard Law School and a
business degree from the Sloan School of Management, Massachusetts
Institute of Technology.

Conseco Chairman Glenn Hilliard said, "We are extremely pleased
that Charles has joined Conseco's board.  His extensive financial
and business experience will strengthen the board's efforts in
guiding Conseco and fulfilling its goal to become a leading
provider of insurance products to the middle income market."

On November 13, 2009, the Company completed the private sale of
16.4 million shares of the Company's common stock and warrants to
purchase an aggregate of 5.0 million shares of the Company's
common stock to Paulson & Co. Inc. on behalf of several investment
funds and accounts managed by it, for an aggregate purchase price
of $77.9 million, pursuant to a Stock and Warrant Purchase
Agreement dated October 13, 2009, between the Company and Paulson.
Also on November 13, 2009, the Company and Paulson entered into an
Investor Rights Agreement.

Further information with respect to the Stock and Warrant Purchase
Agreement and the Investor Rights Agreement is set forth in Item
1.01 of the Company's Current Report on Form 8-K that was filed
with the Securities and Exchange Commission on October 13, 2009, a
copy of which is available at http://researcharchives.com/t/s?50e0

On November 13, 2009, the Company issued $176.5 million aggregate
principal amount of its 7.0% Convertible Senior Debentures due
2016 in the initial closing of a private offering of the New
Debentures to Morgan Stanley & Co. Incorporated, and on
November 17, 2009, two investment funds managed by Paulson
purchased $120.5 million aggregate principal amount of the New
Debentures from Morgan Stanley.  The two funds managed by Paulson
have entered into agreements with Morgan Stanley to purchase up to
a total of $79.5 million additional aggregate principal amount of
New Debentures.

A copy of the company's Current Report on Form 8-K containing a
description of the offering of the New Debentures and the terms of
the New Debentures, is available at:

                http://researcharchives.com/t/s?50e1

                        About Conseco Inc.

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

                        *     *     *

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

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


CONSECO INC: Repurchases $64 Million of Old Debentures
------------------------------------------------------
Conseco, Inc., announced Thursday that it has repurchased
$64 million of its 3.50% Convertible Debentures due September 30,
2035 (the "Old Debentures") in a privately negotiated transaction.
In connection with the repurchase, the Company completed a second
closing of $64 million aggregate principal amount of its 7.0%
Convertible Senior Debentures due 2016 (the "New Debentures") as
part of its previously announced private offering of New
Debentures.  The first closing of $176.5 million of the New
Debentures was completed on November 13, 2009, upon settlement of
a tender offer for Old Debentures.

The purchase price for the $64 million of Old Debentures was equal
to 100% of the principal amount plus accrued and unpaid interest.
As a result of the repurchase, Conseco expects to recognize a loss
on the extinguishment of debt of approximately $2 million,
representing the write-off of unamortized discount and issuance
costs associated with the Old Debentures that were repurchased.

The issuance of the $64 million of New Debentures was made
pursuant to the purchase agreement that Conseco entered into in
October 2009 relating to the private offering of up to
$293 million of the New Debentures.  Conseco received aggregate
net proceeds of approximately $61.4 million in the second closing
of the New Debentures (after taking into account the discounted
offering price less the initial purchaser's discounts and
commissions, but before expenses).  After the repurchase, an
aggregate of $52.5 million of the Old Debentures remain
outstanding.

In connection with the repurchase of the Old Debentures and the
issuance of the New Debentures, the Company entered into a First
Supplemental Indenture, which amended the Indenture for the New
Debentures, and Amendment Number One to the Purchase Agreement for
the New Debentures, in each case to include repurchases of the Old
Debentures as a type of transaction under which the New Debentures
may be issued or sold, as the case may be.

A copy of the First Supplemental Indenture dated as of February 3,
2010, among Conseco, Inc. and The Bank of New York Mellon Trust
Company, N.A., as trustee, is available for free at:

               http://researcharchives.com/t/s?5106

A copy of Amendment Number One to the Purchase Agreement dated as
of February 3, 2010, between Conseco, Inc. and Morgan Stanley &
Co. Incorporated, is available for free at:

               http://researcharchives.com/t/s?5107

                        About Conseco Inc.

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

                        *     *     *

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

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


CONVERA CORP: To Dissolve, Distributes $0.10 Per Share
------------------------------------------------------
Convera Corporation said it plans to file its Certificate of
Dissolution with the Delaware Secretary of State on February 8,
2010, in accordance with its previously announced plan of complete
dissolution and liquidation.  Immediately after the close of
business on February 8, 2010, the company will close its stock
transfer books and discontinue recording transfers of its common
stock, except by will, intestate succession or operation of law.
Accordingly, it is expected that the trading of the company's
stock on the NASDAQ Stock Market will cease immediately after the
close of business on February 8, 2010.

Convera also announced that pursuant to its plan of dissolution
and liquidation as approved by shareholders, its board of
directors has declared an initial cash distribution of $0.10 per
share, payable to each shareholder of record as of the close of
business on the record date, February 8, 2010, for each share of
Convera common stock held as of such date.  Convera will pay the
distribution as soon as practicable following the record date.
Convera contemplates making subsequent cash distributions to its
shareholders, amount and timing of which cannot be determined at
this time.

Additional information regarding the company's plan of dissolution
and liquidation and the previously announced Firstlight merger is
available on Form 14-A, filed with the Securities and Exchange
Commission on December 31, 2009 and mailed to shareholders on
January 8, 2010.  Convera's plan of dissolution contemplates an
orderly wind down of its business and operations.

                          About Convera

Convera Corporation (Nasdaq: CNVR) -- http://www.convera.com/--
provides intelligent search, content and site monetization
solutions for the publisher market.  Convera's technology
solutions are employed across many diverse markets and in 40
countries by leading publishers including Advanstar, Centaur
Media, CMPMedica, Lebhar-Friedman, Vance Publishing and Wiley
Publications.  Convera is a public company based in Vienna,
Virginia, and has been an established leader in the business of
search technologies since 1990.


CRESCENT RESOURCES: Bank Debt Trades at 60% Off
-----------------------------------------------
Participations in a syndicated loan under which Crescent
Resources, LLC, is a borrower traded in the secondary market at
40.20 cents-on-the-dollar during the week ended Friday, Feb. 5,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
1.43 percentage points from the previous week, The Journal
relates.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The debt matures on Nov. 8, 2012, and carries
Moody's B1 rating and Standard & Poor's B+ rating.  The syndicated
loan is one of the biggest gainers and losers among 180 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

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

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


CRS MANAGEMENT: Case Summary & 1 Largest Unsecured Creditor
-----------------------------------------------------------
Debtor: CRS Management Company LLC
        13401 Railway Drive
        Oklahoma City, OK 73114

Bankruptcy Case No.: 10-10531

Chapter 11 Petition Date: February 5, 2010

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Richard L. Bohanon

Debtor's Counsel: Timothy Kline, Esq.
                  Kline,Kline,Elliott & Bryant
                  720 N.E. 63rd
                  Oklahoma City, OK 73105
                  Tel: (405) 848-4448
                  Email: tkline@klinefirm.org

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

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

According to the schedules, the Company has assets of $16,115,184,
and total debts of $18,765,000.

The petition was signed by Donald E. Smith, the company's
CEO/manager.

Debtor's List of 1 Largest Unsecured Creditor:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Community Education        Fees                   $0
Centers Inc.


DANNY'S HAPPY VALLEY: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Danny's Happy Valley, L.L.C.
        15509 North Scottsdale Road
        Scottsdale, AZ 85254

Bankruptcy Case No.: 10-02794

Chapter 11 Petition Date: February 3, 2010

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

Debtor's Counsel: Bert L. Roos, Esq.
                  5045 N. 12th St, Suite B
                  Phoenix, AZ 85014
                  Tel: (602) 242-7869
                  Fax: (602) 242-5975
                  Email: blrpc85015@msn.com

Estimated Assets: $1,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $100,000,000

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

The petition was signed by Danny's Family Companies II, LLC,
member of the Company.


DANNY'S RAINTREE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Danny's Raintree & Northsight, L.L.C.
        15509 North Scottsdale Road
        Scottsdale, AZ 85254

Bankruptcy Case No.: 10-02796

Chapter 11 Petition Date: February 3, 2010

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

Debtor's Counsel: Bert L. Roos, Esq.
                  5045 N. 12th St, Suite B
                  Phoenix, AZ 85014
                  Tel: (602) 242-7869
                  Fax: (602) 242-5975
                  Email: blrpc85015@msn.com

Estimated Assets: $1,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $100,000,000

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

The petition was signed by Danny's Family Companies II, LLC,
member of the Company.


DANNY'S SCOTTSDALE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Danny's Scottsdale & Shea, L.L.C.
          fka Barcelona Restaurants Iv, L.L.C.
        15509 North Scottsdale Road
        Scottsdale, AZ 85254

Bankruptcy Case No.: 10-02799

Chapter 11 Petition Date: February 3, 2010

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

Debtor's Counsel: Bert L. Roos, Esq.
                  5045 N. 12th St, Suite B
                  Phoenix, AZ 85014
                  Tel: (602) 242-7869
                  Fax: (602) 242-5975
                  Email: blrpc85015@msn.com

Estimated Assets: $1,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $100,000,000

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

The petition was signed by Danny's Family Companies II, LLC,
member of the Company.


DELTA AIR: JAL Might Stick With American Airlines
-------------------------------------------------
Mariko Sanchanta and Mike Esterl at The Wall Street Journal report
that Japan Airlines Corp. is leaning toward maintaining its
longstanding alliance with AMR Corp.'s American Airlines instead
of teaming up with Delta Air Lines Inc.

The Journal, citing people close to the protracted tug-of-war for
Asia's largest carrier, relates that American's bid to keep JAL
has gained traction recently at least in part because of growing
concerns a JAL-Delta partnership would trigger antitrust concerns
in the U.S.

The Troubled Company Reporter, citing the Wall Street Journal,
said on January 13, 2010, that Japanese government officials were
pushing JAL to choose Delta as its new alliance partner over
American.  People familiar with the matter told the Journal at
that time that JAL received official advice that a tie-up with
Delta would be more advantageous on the grounds that Delta has a
more robust trans-Pacific flight network and a stronger Asian
network than American.

The Journal now relates one person close to the deliberations said
JAL's new chairman, Kazuo Inamori, started from scratch in
deciding whether Asia's biggest carrier by revenue should ally
itself with Fort Worth, Texas-based American or Atlanta-based
Delta in a joint venture on trans-Pacific flights.

Mr. Inamori, who took over as JAL's chairman Feb. 1, has had
conversations with officials in Washington focusing on whether a
Delta-JAL tie-up would receive antitrust immunity, the Journal's
source added.

The Journal relates the Enterprise Turnaround Initiative Corp. of
Japan, the quasi-governmental body that is tasked with
restructuring JAL, is also favoring a broader tie-up with
American.

JAL plans to tell Delta as early as this week that it will
terminate the tie-up negotiation, while together with American the
Japanese airline will apply for anti-trust immunity with the US
Department of Transportation within this month, the AFP reports
citing the Nikkei business daily.

Masaru Onishi, the new president of JAL, said an official decision
on a partner is slated to be made this week or early next week,
the Journal notes.

                         About AMR Corp.

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                         *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.

                      About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- became the world's largest airline
following merger with Northwest Airlines in 2008.  From its hubs
in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul,
New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.   The merger closed on
October 29, 2008.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's.

                             About JAL

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

                           *     *     *

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


DENHAM HOMES: Section 341(a) Meeting Scheduled for March 2
----------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of creditors
in Denham Homes, LLC's Chapter 11 case on March 2, 2010, at
1:30 p.m.  The meeting will be held at 219 South Dearborn, Office
of the U.S. Trustee, 8th Floor, Room 802, Chicago, IL 60604.

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.

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


DOLE FOOD: Moody's Upgrades Corporate Family Rating to "B1"
-----------------------------------------------------------
Moody's upgraded Dole Food's Corporate Family Rating to B1 from B2
and assigned Ba2 ratings to the company's proposed senior secured
term loan facilities.  The rating outlook is stable.  Moody's also
assigned a new Speculative Grade Liquidity Rating at SGL-2.

Proceeds from the new facilities will be used to repay the exiting
term loans B and C as well as the $70 million balance remaining on
the notes due 2011.

Moody's said the upgrade was prompted by continued improvement in
operating performance and financial metrics, a vastly improved
debt maturity schedule and management's commitment to and
execution of leverage reduction.  In the past months leverage has
been reduced through an initial public offering (in October) that
generated proceeds of approximately $415 million which were used
to repay debt, as well as through asset sales.  In addition,
Dole's ownership structure was simplified as a result of the
internal restructuring transactions that took place concurrently
with the IPO, while the remaining balance on the DHM Holding's
Hotel and Wellness Center debt due March 2010 was extinguished
and/or transferred.  At the same time, cross-default risks with
affiliates were eliminated.  Moody's also noted recent favorable
business developments including several legal victories in DBCP
cases, and an agreement by the EU announced in December, to
gradually reduce tariffs for bananas imported into Europe from
Latin America.  The proposed refinancing will further improve the
debt maturity ladder by eliminating all near-term funding risk and
will reduce annual cash interest by approximately $20 million.

The SGL-2 rating reflects Moody's expectation that the company's
liquidity profile will remain solid.  Dole does not expect
material usage under its $350 million revolving credit in the near
term and following the proposed refinancing, will not face its
next debt maturity until 2013.  Moody's expect the company to
generate sufficient internal cash flow over the next 12 months to
meet all of its basic cash needs, allowing for some seasonal
fluctuation.  The SGL rating reflects that Moody's also expect the
company to have adequate cushion above its new covenant levels, of
generally at least 20%.

Dole's B1 corporate family rating incorporates the company's
earnings and cash flow volatility from its exposure to commodity
markets as well as the impact of such uncontrollable factors as
weather or political regulations on key products.  Nonetheless, it
enjoys a leadership position in its industry segment and has good
geographic diversity.  Credit metrics have strengthened from
improved profit margins and debt reductions from the sale of non-
core assets as well as the recent IPO.  The company's strong
market position and successful adjustment to the EU's banana
regime should allow for further improvement in profitability.

The stable outlook reflects Moody's expectation that Dole's
operating performance will be sustained at current or stronger
levels despite volatility inherent in the agricultural product
industry.  It also assumes that Dole will continue to
conservatively manage its balance sheet and liquidity, and will be
able to further reduce leverage.

Ratings upgraded:

Dole Food Company, Inc.:

* CFR to B1 from B2

* Probability of default rating to B1 from B2

* Senior unsecured debentures to B3; LGD 5 (87%) from Caa1 LGD 5
  (86%)

Ratings assigned:

Dole Food Company, Inc.

* $250 million Term Loan B at Ba2 (LGD2, 23%)
* Speculative Grade Liquidity Rating at SGL-2

Sovest Ltd.

* $600 million Term loan C at Ba2 (LGD 2, 23%)

Ratings on the existing term loans and LOC facility will be
withdrawn following the closing of the new facilities.

Moody's most recent rating action for Dole was on October 29, 2009
when Moody's changed the rating outlook on Dole Food's long-term
ratings (CFR at B2) to positive from stable and upgraded the
probability of default rating to B2 from B3.  The company's other
ratings were affirmed.

Headquartered in Westlake Village, California, Dole Food Company,
Inc., is the world's largest producer of fresh fruit, fresh
vegetables and value-added fruits and vegetables.  Sales for the
twelve months ended January 2, 2010, were approximately
$6.8 billion.


DENNIS CHESTER DARU: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------------
Joint Debtors: Dennis Chester DaRu, Jr.
               Cynthia Louise DaRu
               109 Shade Street
               Lexington, MA 02421

Bankruptcy Case No.: 10-11120

Chapter 11 Petition Date: February 4, 2010

Court: United States Bankruptcy Court
       District of Massachusetts (Boston)

Judge: Frank J. Bailey

Debtors' Counsel: Stefan E. Cencarik, Esq.
                  Grantham Cencarik, P.C.
                  271 Cambridge Street, Suite 203
                  Cambridge, MA 02141
                  Tel: (617) 497-7141
                  Fax: (617) 497-7140
                  Email: sec@boston-legal.com

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

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

According to the schedules, the Company has assets of $2,084,993
and total debts of $1,910,775.

A full-text copy of the Debtors' petition, including a list of
their 12 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/mab10-11120.pdf

The petition was signed by the Joint Debtors.


DEVELOPMENTS DIVERSIFIED: Case Summary & Creditors List
-------------------------------------------------------
Debtor: Developments Diversified Corporation
        800 N. Eastmont Avenue
        East Wenatchee, WA 98802

Bankruptcy Case No.: 10-00616

Chapter 11 Petition Date: February 4, 2010

Court: United States Bankruptcy Court
       Eastern District Of Washington (Spokane/Yakima)

Debtor's Counsel: Allan L. Galbraith, Esq.
                  Davis Arneil Law Firm LLP
                  617 Washington Street
                  Wenatchee, WA 98801
                  Tel: (509) 662-3551
                  Fax: (509) 662-9074
                  Email: allan@dadkp.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/waeb10-00616.pdf

The petition was signed by Calvin G. White, president of the
Company.


DOLE FOOD: Bank Debt Trades at 100.26% in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Dole Food Company,
Inc., is a borrower traded in the secondary market at 100.26
cents-on-the-dollar during the week ended Friday, Feb. 5, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.43
percentage points from the previous week, The Journal relates.
The Company pays 500 basis points above LIBOR to borrow under the
facility.  The debt matures on April 5, 2013, and carries Moody's
Ba2 rating and Standard & Poor's BB- rating.  The syndicated loan
is one of the biggest gainers and losers among 180 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

                          About Dole Food

Dole Food Company, Inc., -- http://www.dole.com/-- is a producer
of fresh fruit and fresh vegetables.  The Company also markets a
line of value-added products.  The Company operates in three
business segments: fresh fruit, fresh vegetables and packaged
foods.  The fresh fruit segment contains operating divisions that
produce and market fresh fruit to wholesale, retail and
institutional customers worldwide.  The fresh vegetables segment
contains two operating divisions that produce and market commodity
and fresh-cut vegetables to wholesale, retail and institutional
customers, primarily in North America, Europe and Asia.  The
packaged foods segment contains operating divisions that produce
and market packaged foods, including fruit, juices and snack
foods.

In February 2010, Fitch Ratings said it is keeping the ratings and
Stable Outlook for Dole Food Company, Inc., and Solvest, Ltd, its
Bermuda-based subsidiary, following the release of fiscal 2009
operating results.  Dole carries a long-term Issuer Default Rating
'B'.

Standard & Poor's Ratings Services said that it affirmed its 'B'
corporate credit rating, and other ratings, on Westlake Village,
California-based Dole Food Co. Inc.  The outlook is stable.  About
$1.6 billion of debt was outstanding as of Jan. 2, 2010.


DORUT CAIENAR: Voluntary Chapter 11 Case Summary
------------------------------------------------
Joint Debtors: Dorut Caienar
               Floarea Caienar
               1925 West Spur Drive
               Phoenix, AZ 85085

Bankruptcy Case No.: 10-02790

Chapter 11 Petition Date: February 3, 2010

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

Judge: Chief Judge James M. Marlar

Debtors' Counsel: Richard William Hundley, Esq.
                  Berens, Kozub & Kloberdanz, PLC
                  7047 E Greenway Pkwy, #140
                  Scottsdale, AZ 85254
                  Tel: (480) 624-2777
                  Fax: (480) 607-2215
                  Email: rhundley@bkl-az.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.


E*TRADE FINANCIAL: BlackRock Discloses 6.43% Equity Stake
---------------------------------------------------------
BlackRock Inc. disclosed that as of December 31, 2009, it may be
deemed to beneficially own 120,683,427 shares or roughly 6.43% of
the common stock of E*TRADE Financial Corporation.

The E*TRADE FINANCIAL (NASDAQ: ETFC) family of companies provides
financial services including trading, investing and related
banking products and services to retail investors.  Securities
products and services are offered by E*TRADE Securities LLC
(Member FINRA/SIPC).  Bank products and services are offered by
E*TRADE Bank, a Federal savings bank, Member FDIC, or its
subsidiaries.

                         *     *     *

The Company's current senior debt ratings are Caa3 by Moody's
Investor Service, CC/CCC-(3) by Standard & Poor's and B (high) by
Dominion Bond Rating Service.  The Company's long-term deposit
ratings are Ba3 by Moody's Investor Service, CCC+ (developing) by
Standard & Poor's and BB by DBRS.


E*TRADE FINANCIAL: BNY ConvergEx's CEO Joseph Velli Joins Board
---------------------------------------------------------------
Karl A. Roessner, Corporate Secretary of E*TRADE Financial
Corporation, disclosed that effective January 25, 2010, the Board
of Directors of E*TRADE appointed Joseph M. Velli, Chairman and
Chief Executive Officer of BNY ConvergEx Group, LLC, as a
Director.

Mr. Velli will be a Class I member of the Board and will stand for
election by the stockholders at the next annual meeting.  Mr.
Velli was appointed to fill the seat formerly held by Mr. Donald
H. Layton who retired at the end of 2009.

Mr. Velli received restricted stock awards for 9,920 of the
Company's common shares in connection with his appointment and,
otherwise, will receive cash and equity compensation under the
Company's non-employee director compensation policy as in effect
from time to time, as described in its annual proxy statement.

The E*TRADE FINANCIAL (NASDAQ: ETFC) family of companies provides
financial services including trading, investing and related
banking products and services to retail investors.  Securities
products and services are offered by E*TRADE Securities LLC
(Member FINRA/SIPC).  Bank products and services are offered by
E*TRADE Bank, a Federal savings bank, Member FDIC, or its
subsidiaries.

                         *     *     *

The Company's current senior debt ratings are Caa3 by Moody's
Investor Service, CC/CCC-(3) by Standard & Poor's and B (high) by
Dominion Bond Rating Service.  The Company's long-term deposit
ratings are Ba3 by Moody's Investor Service, CCC+ (developing) by
Standard & Poor's and BB by DBRS.


EDMOND ANTHONY PETRUS: Case Summary & 9 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Edmond Anthony Petrus, Jr.
        16244 Via Del Alba
        Rancho Santa Fe, CA 92067

Bankruptcy Case No.: 10-01842

Chapter 11 Petition Date: February 5, 2010

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

Judge: Louise DeCarl Adler

Debtor's Counsel: Jeffrey B. Smith, Esq.
                  Curd, Galindo & Smith
                  301 East Ocean Blvd., Suite 1700
                  Long Beach, CA 90802
                  Tel: (562) 624-1177
                  Email: jsmith@cgsattys.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
9 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/casb10-01842.pdf

The petition was signed by Edmond Anthony Petrus, Jr.


EDUCATION RESOURCES: Proposes to Pay Up to 60% of Unsecured Claims
------------------------------------------------------------------
The Education Resources Institute Inc. filed with the U.S.
Bankruptcy Court for the District of Massachusetts a disclosure
statement explaining its plan of reorganization.

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

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

According to the Disclosure Statement, holders of general
unsecured claims will recover approximately 40% to 60%.  No holder
of an allowed general unsecured claim will be able to collect on
its claim other than from a plan trust.

Holders of claims assigned in other classes, including priority
non-tax claims, secured claims and convenience claims, will
recover 100 cents on the dollar for their allowed claims.

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

A full-text copy of the Plan is available for free at:

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

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

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


EDUCATION RESOURCES: Nellie Mae Resigns from Unsecureds Committee
-----------------------------------------------------------------
Phoebe Morse, U.S. Trustee for Region 1, removed Nellie Mae
Education Foundation as a constituent member of the Official
Committee of Unsecured Creditors in Chapter 11 case of The
Education Resources Institute Inc.  Nellie Mae resigned from the
Committee.

The Committee is now composed of:

1. Beth A. Dinndorf, U.S. Bank - Student Banking
   EP-MN-BOR
   2751 Shepard Road
   St. Paul, MN 55116
   Tel: (651) 205-2057

2. Lisa Bertino Beaser M&T Bank
   One M & T Plaza
   Buffalo, NY 14203
   Tel: (716) 842-2301

3. Thomas M. Cambern
   Wachovia Securities
   Wachovia Capital Markets, LLC
   301 South College Street, NCO537
   Charlotte, NC 28288
   Tel: (704) 383-1172

4.  Krista Neal KeyBank National Association
    KeyBank National Association
    4910 Tiedeman Road, 6th Floor
    Brooklyn, Ohio 44144
    Tel: (216) 813-8801

Mr. Cambern of Wachovia is the Committee's Chairperson.

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

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


EDWARD MARANDOLA: Section 341(a) Meeting Scheduled for March 2
--------------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of creditors
in Edward Marandola, Jr.'s Chapter 11 case on March 2, 2010, at
10:00 a.m.

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

A copy of the notice is available for free at:

         http://bankrupt.com/misc/EDWARD_MARANDOLA_341.pdf

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.


EUGEN ARMSTRONG: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Eugen H. Armstrong
               Peggy A. Armstrong
               102 Vista Drive
               Bridgeport, WV 26330

Bankruptcy Case No.: 10-00220

Chapter 11 Petition Date: February 5, 2010

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

Debtors' Counsel: Marcy J. Grishkevich, Esq.
                  3360 Main Street
                  Weirton, WV 26062
                  Tel: (304) 914-3200
                  Fax: (304) 914-3244
                  Email: mgrishkevich@comcast.net

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

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

According to the schedules, the Company has assets of $3,950,755
and total debts of $3,768,689.

A full-text copy of the Debtors' petition, including a list of
their 20 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/wvnb10-00220.pdf

The petition was signed by the Joint Debtors.


FLEXTRONICS INT'L: Bank Debt Trades at 4% Off in Secondary Market
-----------------------------------------------------------------
Participations in a syndicated loan under which Flextronics
International Ltd. is a borrower traded in the secondary market at
96.15 cents-on-the-dollar during the week ended Friday, Feb. 5,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.45 percentage points from the previous week, The Journal
relates.  The Company pays 225 basis points above LIBOR to borrow
under the facility.  The debt matures on Oct. 1, 2012.  Moody's
has withdrawn its rating on the bank debt while it carries
Standard & Poor's BB+ rating.  The syndicated loan is one of the
biggest gainers and losers among 180 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

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

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

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


FONTAINEBLEAU LV: Loses Appeal Attempt In Lender Fight
------------------------------------------------------
Law360 reports that a federal judge has rejected Fontainebleau Las
Vegas Holdings LLC's attempts to appeal one ruling moving a
dispute with its lenders out of bankruptcy court and another
finding that lenders' decisions to cut off financing to the
company's casino resort project might have been reasonable.

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

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

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

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


FORD MOTOR: Bank Debt Trades at 6% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Ford Motor Co. is
a borrower traded in the secondary market at 93.53 cents-on-the-
dollar during the week ended Friday, Feb. 5, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.11 percentage
points from the previous week, The Journal relates.  The Company
pays 300 basis points above LIBOR to borrow under the facility.
The debt matures on Dec. 15, 2013, and carries Moody's Ba3 rating
and Standard & Poor's B- rating.  The syndicated loan is one of
the biggest gainers and losers among 180 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

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

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

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

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


FILI ENTERPRISES: Has Access to Cash Collateral Until February 17
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California,
in a second interim order, authorized Fili Enterprises, Inc., to
access Bank of America's cash collateral until February 17, 2010.

The next cash collateral hearing will be held on February 17,
2010, at 11:00 a.m.  Objections, if any, are on February 12, 2010,
at 12:00 p.m.

BofA asserts that: (a) certain prepetition obligations owed to
BofA were, as of the petition date, secured by a valid,
enforceable and properly perfected liens on and security interests
in substantially all of the Debtor's personal property and other
assets, including, without limitation, cash on hand of the Debtor
and cash and receipts generated by the operation of the Debtor's
business and (b) the cash proceeds on hand as of the petition date
and the cash proceeds generated from the postpetition use and sale
of the prepetition collateral constitute "cash collateral" within
the meaning of section 363(a) of the Bankruptcy Code.

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

As adequate protection for any diminution in value of BofA's
collateral, the Debtors will grant BofA replacement security
interests in, and liens upon, the prepetition collateral, all
postpetition proceeds thereof and all postpetition assets of the
Debtor, whether the property and assets were acquired by the
Debtor before or after the petition date.

San Diego, California-based Fili Enterprises, Inc. -- dba Daphne's
Greek Cafe, aka Daphne's Greek Express -- filed for Chapter 11
bankruptcy protection on January 11, 2010 (Bankr. S.D. Calif. Case
No. 10-00324).  Brendan Collins, Esq., and Natasha Johnson, Esq.,
at DLA Piper LLP (US), 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.


FILI ENTERPRISES: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Fili Enterprises, Inc., filed with the U.S. Bankruptcy Court for
the Southern District of California its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $16,723,356
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $12,881,240
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $443,344
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                        $3,010,884
                                 -----------      -----------
        TOTAL                    $16,723,356      $16,335,468

San Diego, California-based Fili Enterprises, Inc. -- dba Daphne's
Greek Cafe, aka Daphne's Greek Express -- filed for Chapter 11
bankruptcy protection on January 11, 2010 (Bankr. S.D. Calif. Case
No. 10-00324).  Brendan Collins, Esq., and Natasha Johnson, Esq.,
at DLA Piper LLP (US), 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.


FILI ENTERPRISES: U.S. Trustee Forms 3-Member Creditors Panel
-------------------------------------------------------------
The U.S. Trustee for Region 15 appointed three members to the
official committee of unsecured creditors in the Chapter 11 case
of Fili Enterprises, Inc.

The Creditors Committee members are:

1. Simi Entertainment Plaza
   Attn: Joe Ford
   c/o CNA Enterprises
   1901 Avenue of the Stars, Suite 855
   Los Angeles, CA 90067
   Tel: (310) 557-0777 Ext. 489
   Fax: (310) 557-9744

2. KFT Enterprises No. 2, LP
   Attn: Mark R. Kaplan
   c/o KFT Management, Inc.
   11620 Wilshire Blvd., Suite 420
   Los Angeles, CA 90025
   Tel: (310) 914-4600
   Fax: (619) 308-1198

3. U.S. Foodservice, Inc.
   Attn: Claudia G. Regen
   Litigation and Employment Law
   9399 W. Higgins Road, Suite 600
   Rosemont, IL 60018
   Tel: (847) 720-2442
   Fax: (480) 293-2706

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.

San Diego, California-based Fili Enterprises, Inc. -- dba Daphne's
Greek Cafe, aka Daphne's Greek Express -- filed for Chapter 11
bankruptcy protection on January 11, 2010 (Bankr. S.D. Calif. Case
No. 10-00324).  Brendan Collins, Esq., and Natasha Johnson, Esq.,
at DLA Piper LLP (US), 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.


FINLAY ENTERPRISES: GOB Sales Generate $122 Million
---------------------------------------------------
National Jeweler, citing report from the Securities and Exchange
Commission, Finlay Enterprises shows sales added up to
$122.54 million.  Between Nov. 29 and Jan. 2, 2010, Finlay sold
$122 million in merchandise and brought in revenues of $537,000
for repairs during its standalone stores' going-out-of-business
sales.

According to SEC, for the fiscal year 2008 ended Jan. 31, 2009,
sales from Finlay's standalone operations, including Bailey Banks
and Biddle, the brands under the Carlyle and Co. umbrella and
Congress Jewelers, totaled $309.7 million.

Finlay Enterprises, Inc. (OTC Bulletin Board: FNLY) through its
wholly owned subsidiary, Finlay Fine Jewelry Corporation, is a
retailer of fine jewelry operating luxury stand-alone specialty
jewelry stores and licensed fine jewelry departments in department
stores throughout the United States and achieved sales of
$754.3 million in fiscal 2008.  The number of locations at the end
of the second quarter ended August 1, 2009, totaled 182, including
67 Bailey Banks & Biddle, 34 Carlyle and four Congress specialty
jewelry stores and 77 licensed departments with The Bon Ton.

The Company and seven affiliates filed for Chapter 11 on August 5,
2009 (Bankr. S. D. N.Y. Case No. 09-14873).  Weil, Gotshal &
Manges LLP, serves as bankruptcy counsel.  Alvarez & Marsal North
America, LLC, is engaged as restructuring advisor in the Chapter
11 case, and the firm's  David Coles is appointed as chief
restructuring officer.  Epiq Bankruptcy Solutions, LLC, serves as
claims and notice agent.  Judge James Peck presides over the case.

In its bankruptcy petition, Finlay Enterprises disclosed assets of
$331,824,000 against debts of $385,476,000 as of July 4, 2009.  As
of the petition date, Finlay owes $38 million outstanding under a
first lien credit agreement, $24.7 million under second lien
notes, $176.6 million outstanding under third lien notes (in
addition to $17.5 million to secured vendors), and $40.6 million
under remaining unsecured obligations under the senior notes.

On September 25, 2009, the Bankruptcy Court appointed Gordon
Brothers Retail Partners, LLC, as agent for Finlay Enterprises and
its affiliates and subsidiaries to conduct 'store closing" or
similar sales of merchandise located at all of the Company's
retail store locations and the Company's two distribution centers.
The transaction is expected to be completed by February 28, 2010.
Gordon Brothers bid 85.75 cents on the dollar for inventory valued
at an estimated $116 million for closings sales of 49 Finlay
stores.  Gordon had a prepetition contract to conduct store
closings sales for 55 other stores.


FIRST CALIFORNIA: Fed Must Okay Future Trust Preferred Payments
---------------------------------------------------------------
First California Financial Group, Inc., says it recently approved
an informal agreement with the Federal Reserve Bank of San
Francisco under which the company agreed, among other items, to
obtain prior regulatory approval before declaring or paying any
dividends, making any payments on trust preferred securities, or
making any other capital distributions.  The company says it has
received approval to pay the scheduled February 2010 dividend on
its Series B Preferred Stock.

First California's balance sheet dated Dec. 31, 2009, shows
$157 million in shareholder equity and $1.4 billion in assets.

First California Financial Group, Inc. --
http://www.fcalgroup.com/-- (NASDAQ: FCAL) is the holding company
of First California Bank.  The company specializes in serving the
comprehensive financial needs of the commercial market,
particularly small- and middle-sized businesses, professional
firms and commercial real estate development and construction
companies.  Committed to providing the best client service
available in its markets, First California offers a full line of
quality commercial banking products through 17 full-service branch
offices in Los Angeles, Orange, Riverside, San Bernardino, San
Diego and Ventura counties.


FREESCALE SEMICONDUCTOR: Moody's Puts "B2" Rating on Senior Loan
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Freescale
Semiconductor, Inc.'s proposed senior secured extended term loan
maturing 2016 and $750 million senior secured notes.
Concurrently, Moody's affirmed Freescale's corporate family,
probability of default, long-term debt and speculative grade
liquidity ratings.  These actions follow the company's recently
launched proposed amendment of its credit agreement.  The assigned
ratings are subject to review of final documentation and no
material change in the terms and conditions of the transactions as
advised to Moody's.  The extended term loan and senior secured
notes ratings are also contingent on passage of the amendment.

The proposed amendment is designed to extend the maturity date of
all or a portion of the company's existing $3.4 billion term loan
B as well as give Freescale the ability to issue secured notes.
Proceeds from the secured notes will be used to reduce the term
loans (i.e., 2013 and 2014 maturities plus the new 2016 maturity)
and revolver.  Any reduction in the revolver would constitute a
commitment reduction from lenders.  Any remaining amounts of the
term loan B not extended will mature at the pre-existing maturity
date.  As a result of the two proposed transactions, Moody's
expect the company's annual interest expense to increase slightly.

Freescale's Caa1 CFR continues to be constrained by the company's
substantial leverage and thin interest coverage, as well as
Moody's expectation of very modest free cash flow generation.  The
CFR also reflects a significantly reduced earnings contribution
from the company's cellular segment, offset by modest earnings
from Freescale's recent entr‚e into higher growth sub-segments
within consumer and industrial markets.  Since Freescale is
exposed to the inherently cyclical and volatile semiconductor
industry, Moody's is concerned that Freescale's highly leveraged
capital structure may prove unsustainable if cash flows were to
deteriorate for an extended period.  A pending lawsuit by lenders
related to the company's 2009 debt exchange is an additional
rating constraint since Freescale's potential liability is
unknown.

The rating is supported by Freescale's strong market leadership
positions and rich product portfolio characterized by
technological breadth; its somewhat favorable revenue
diversification across products, geographies and customers; its
refocused R&D program to drive future revenue growth in extended
market segments; and its "asset-light" model that allows it to
reduce expenses and capex in response to weak market conditions.

The rating outlook is stable and reflects Moody's expectation that
after a severe downturn in profits and cash flow caused by the
recession, the company's operating performance will continue to
improve as a result of the recovery in the global demand
environment and Freescale's progress in eliminating $700 million
of annualized costs (full $800 million cost savings expected
during 2010).  The stable outlook incorporates Moody's belief that
semiconductor end market demand will demonstrate growth in 2010
and that Freescale's revenue growth will be in line with its
addressable markets.

Freescale's liquidity is adequate as reflected in its SGL-3
speculative grade liquidity rating.  The liquidity assessment is
principally driven by the company's $1.4 billion of cash balances
given that over the next four quarters, Moody's expect Freescale
to generate modest FCF relative to its large debt load.  Despite
no financial covenants, financial flexibility remains diminished,
in Moody's opinion, since the company has drawn $644 million under
its revolver, which has a committed capacity of $690 million.

These new ratings and assessments were assigned:

* Up to $3.371 Billion Senior Secured Extended Maturity Term Loan
  due 2016 -- B2 (LGD-3, 30%)

* $750 Million Senior Secured Notes -- B2 (LGD-3, 30%)

These ratings were affirmed (Moody's will subsequently revise the
amounts outstanding under the secured revolver and existing term
loans following final disclosure of the amounts retired):

* Corporate Family Rating (New) -- Caa1

* Probability of Default Rating - Caa1

* $690 Million (originally $750 Million) Senior Secured Revolving
  Credit Facility due 2012 - B2 (LGD-3, 30%)

* $3.371 Billion (originally $3.5 Billion) Senior Secured Term
  Loan B Facility due 2013 - B2 (LGD-3, 30%)

* $917 Million Senior Secured Incremental Term Loan due 2014 -- B2
  (LGD-3, 30%)

* $1.382 Billion (originally $2.35 Billion) Senior Unsecured Notes
  due 2014 - Caa2 (LGD-5, 80%)

* $194 Million (originally $500 Million) Senior Unsecured Floating
  Rate Notes due 2014 - Caa2 (LGD-5, 80%)

* $558 Million (originally $1.5 Billion) Senior Unsecured Toggle
  Notes due 2014 - Caa2 (LGD-5, 80%)

* $764 Million (originally $1.6 Billion) Senior Subordinated
  Unsecured Notes due 2016 - Caa3 (LGD-6, 94%)

* Speculative Grade Liquidity Rating - SGL- 3

The last rating action was on December 23, 2009, when Moody's
affirmed Freescale's Caa1 CFR and revised the outlook to stable
from negative.

Headquartered in Austin, TX, Freescale Semiconductor, Inc.,
designs and manufactures embedded semiconductors for the
transportation, networking and wireless markets.  The company was
separated from Motorola via IPO in July 2004 and taken private in
a leveraged buyout in December 2006.  Revenues for the twelve
months ended December 31, 2009, were $3.5 billion.


GENERAL GROWTH: Fee Committee Wants Hughes Hubbard as Counsel
-------------------------------------------------------------
The fee committee appointed in General Growth Properties Inc.'s
cases seeks the Court's permission to retain Hughes Hubbard & Reed
LLP as its counsel, nunc pro tunc to January 22, 2010.

The Fee Committee consists of four members: Dan Pfeffer,
representative of the Official Committee of Equity Security
Holders and Chairperson of the Fee Committee; Gene Davis,
representative of the Official Committee of Unsecured Creditors;
Elizabeth G. Gasparini, Esq., representative of the
United States Trustee for Region 2; and Ronald Gem, Esq.,
representative of the Debtors.

As the Fee Committee's counsel, Hughes Hubbard will:

   (a) assist the Fee Committee in reviewing the professional
       employed and retained in the Debtors' Chapter 11 cases'
       fee applications, drafting reports and appearing at
       hearings on behalf of the Fee Committee;

   (b) assist the Fee Committee with regard to inquiries to and
       from the Retained Professionals; and

   (c) coordinate and attend meetings between the Fee Committee
       and the Retained Professionals.

Richard Stern, Esq., a partner at Hughes Hubbard will lead the
engagement and will be billed $775 per hour.  The Debtors will
also pay Hubbard Hughes according to its professionals' customary
hourly rate with a discounted rate of 10% in effect on the date
services are rendered.  The current customary and discounted
hourly rates are:

                                         Discounted
  Title            Rate per Hour        Rate per Hour
  -----            -------------        -------------
  Partners          $650 to $950         $585 to $855
  Counsel           $625 to $925         $587 to $832
  Associates        $355 to $695         $319 to $625
  Legal Assistants      $230                 $207

The Debtors will also reimburse Hughes Hubbard for expenses
incurred.

Mr. Stern discloses that Hughes Hubbard represents M & T Bank in
connection with the Debtors' Chapter 11 cases.  However, Hughes
Hubbard has not provided any service to M & T in connection with
the Debtors' Chapter 11 cases since November 2009, he relates.  He
further says that M & T has consented to Hughes Hubbard's
representation of the Fee Committee and granted Hughes Hubbard a
waiver with respect to that representation.  He further states
that Hughes Hubbard represents Ernst & Young LLP, Deloitte Tax
LLP, Deloitte & Touche LLP and PricewaterhouseCoopers LLP in
matters unrelated to the Debtors' Chapter 11 cases and has
obtained waivers from these parties with respect to its engagement
by the Fee Committee.

In this light, Mr. Stern maintains that Hughes Hubbard is a
"disinterested person" as the term is defined under Section
101(14) of the Bankruptcy Code.

                  About General Growth Properties

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

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

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


GENERAL GROWTH: Proposes CB Richard as Sales Agent
--------------------------------------------------
General Growth Properties Inc. and its units seek the Court's
authority to employ CB Richard Ellis Inc. as their exclusive sales
listing agent for a parcel of land known as Parcel IC, located at
One Arizona Center, Van Buren & 48th Streets, Phoenix, Arizona,
nunc pro tunc to August 4, 2009.

As sales agent, CBRE will:

   (a) review the Property to determine its physical condition,
       relative market appeal, quality of location, market and
       area trends, and potential for value enhancement prior to
       entering the market;

   (b) conduct an independent review of the Property's financial
       performance, including an analysis of historical
       performance, market area, competition and project cash
       flows;

   (c) review all leases, management agreements and operating
       agreements, or other documents affecting the Property,
       which are delivered to CBRE by the Debtors;

   (d) develop and prepare a detailed marketing plan setting
       forth a comprehensive strategy for sale of the property
       for the Debtors' review and approval;

   (e) assemble and produce for the Debtors' review and approval
       an offering brochure and/or other marketing materials of a
       type which is customary for similar properties, including,
       as appropriate, facts about the Property, photographs,
       high-quality graphics, cash flow projections, market
       competition data, descriptive area and location
       information, site plan and other relevant information as
       available;

   (f) expose the property to a wide variety of purchasers via
       direct mail, print advertising and on the Internet, as
       deemed appropriate by CBRE;

   (g) provide prospective purchasers with information and
       coordinate site visits;

   (h) solicit and identify prospective purchasers of the
       Property, deliver the offering materials to these
       prospective purchasers and assist the Debtors in
       qualifying prospective purchasers prior to recommending
       acceptance of an offer;

   (i) require each prospective purchaser to execute and deliver
       to CBRE a confidentiality agreement;

   (j) make all necessary arrangements with the Debtors or their
       agent to permit prospective purchasers to physically
       inspect the Property;

   (k) promptly inform the Debtors of all offers and inquiries
       received from brokers, prospective purchasers or anyone
       else with respect to the Property;

   (l) conduct all negotiations in conjunction with the Debtors
       and their counsel;

   (m) assist the Debtors and their counsel in the preparation
       and execution of the closing checklist and closing
       documentation;

   (n) coordinate with the property manager for the Property to
       secure all documents and information required for closing;
       and

   (o) submit to the Debtors, no later than the first day and the
       15th day of each month, a report on the marketing of the
       Property, including a list of all prospective purchasers
       and a summary status of any offers or negotiations.

The Debtors further seek that CBRE's employment be made effective
nunc pro tunc to August 4, 2009, to allow CBRE to be compensated
for work performed on behalf of the Debtors on or after August 4,
2009, but prior to the submission of this Application.

The Debtors will pay CBRE at a rate of 80 basis points of the
gross purchase price of the Property.  Gross purchase price will
include any and all consideration received or receivable for the
Property, including, but not limited to assumption or release of
existing liabilities.  The Fee will be earned for services
rendered if:

   (a) During the 180 days after a Listing Agreement between the
       Debtors and CBRE is executed,

          (i) the Property is sold to a purchaser procured by
              CBRE, the Debtors or anyone else; or

         (ii) any contract for sale of the Property is entered
              into by the Debtors.

   (b) Within 60 calendar days after the expiration or earlier
       termination of the Term, the Property is sold to, or the
       Debtors enter into a contract of sale of the Property
       with, or negotiations continue or resume and thereafter
       continue leading directly to the sale of the Property
       within an additional 60 days to, any person or entity with
       whom CBRE had negotiated or to whom the Property has been
       submitted prior to the expiration or termination of the
       Term.

The Fee will be payable at closing of escrow, recordation of deed
or taking possession by the purchasers, whichever is earlier.

CBRE will not receive a Fee for a sale or transfer of any of the
Property to any tenant who has a right of first offer or right of
first refusal with respect to the purchase of any Property.  If
the sale of the Property fails to close for any reason, including
the Debtors' default, CBRE will not be entitled to any fee,
commission or other compensation except for expenses incurred,
which will not exceed $20,000.  The Debtors will either make
payment directly to third party vendors or will reimburse CBRE
for its expenses incurred, either on a monthly basis or upon
request by CBRE.

As CBRE will not be paid unless it sells the Property, and will
not keep time records, the Debtors propose that after the
realization of any Fee, CBRE will be required to serve a
statement setting forth (a) a general description of the work
performed by CBRE, and (b) a description of the method CBRE used
to calculate its Fee and Expenses to the Debtors, the Debtors'
counsel, the Official Committee of Unsecured Creditors, the
United States Trustee for Region 2, and the Official Committee of
Equity Security Holders.

Craig S. Henig, a senior managing director of the Arizona region
of CBRE, says that his firm provided services to certain parties
unrelated to the Debtors' Chapter 11 cases, a list of which is
available for free at:

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

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


GENERAL GROWTH: To Hire KPMG as Ordinary Course Professional
------------------------------------------------------------
General Growth Properties Inc. and its units, pursuant to Sections
327 and 330 of the Bankruptcy Code, seek the Court's authority to
employ, nunc pro tunc to the Petition Date, KPMG LLP, a
professional utilized by the Debtors in the ordinary course of
business.

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

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

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

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

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

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

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

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

However, if the Court determines that the Services of KPMG should
not be utilized in the ordinary course, the Debtors seek to
employ KPMG pursuant to Sections 327(a) and 330 of the Bankruptcy
Code, nunc pro tunc to the Petition Date.

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

KPMG will bill the Debtors these fees:

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

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

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

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

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

The Debtors will reimburse KPMG for expenses incurred.

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

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

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

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

                  About General Growth Properties

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

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

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


GIULIO CARUSO: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Giulio Caruso
        18 Country Meadow Drive
        Colts Neck, NJ 07722

Bankruptcy Case No.: 10-13474

Chapter 11 Petition Date: February 5, 2010

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

Debtor's Counsel: Eugene D. Roth, Esq.
                  Law Office of Eugene D. Roth
                  Valley Pk. East
                  2520 Hwy 35, Suite 307
                  Manasquan, NJ 08736
                  Tel: (732) 292-9288
                  Fax: (732) 292-9303
                  Email: erothesq@gmail.com

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

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

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

             http://bankrupt.com/misc/njb10-13474.pdf

The petition was signed by Giulio Caruso.


GLOMETRO INC: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Glometro, Inc.
        c/o Nancy Ho Belli
        481 Clemtina St Suite
        San Francisco, CA 94103

Bankruptcy Case No.: 10-30380

Chapter 11 Petition Date: February 5, 2010

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

Debtor's Counsel: Robert T. Kawamoto, Esq.
                  Law Offices of Robert T. Kawamoto
                  234 Van Ness Ave.
                  San Francisco, CA 94102-3623
                  Tel: (415) 487-9790
                  Email: Kawlaw@aol.com

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

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

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

            http://bankrupt.com/misc/canb10-30380.pdf

The petition was signed by Nancy Ho Belli, president of the
company.


GMAC INC: Moody's Reviews Servicing Facility for Downgrade
----------------------------------------------------------
Moody's placed on review for possible downgrade the Aaa rating of
the Series 2004-VF1 variable funding note, which finances
outstanding servicing advances made on loans in designated
residential mortgage-backed securities.  The sponsors of the
transaction are GMAC Mortgage, LLC (GMACM) and Residential Funding
Company, LLC (RFC), which are wholly owned subsidiaries of
Residential Capital, LLC (rated C) which in turn is owned by GMAC,
Inc (rated B3).

This rating action is prompted by information that came to light
in the course of Moody's most recent operational review of the
GMAC servicer advance facility (SAF). In that review, Moody's
learned that the sponsors employed cash management arrangements
that could give rise to competing claims in a bankruptcy
proceeding, which would jeopardize repayment of investors in the
SAF.  The practice in question involves commingling the cash flows
of multiple RMBS deals into a shared bankruptcy-remote bank
account.  The use of the shared bank account in combination with
the accepted industry practice of netting principal and interest
(P&I) advances, could give rise to competing claims on the cash
used to reimburse the P&I advances sold to the SAF. If these
competing claims are successful in diverting cash from the SAF,
they would adversely affect the probability that the GMAC SAF
notes will be paid in full.

In the GMAC SAF, the sponsors adopted a practice of routing the
cash from multiple RMBS deals designated to the SAF to a shared
P&I custodial account. On each remittance date, the sponsors
calculate the aggregate P&I remittance amount due on all the RMBS
deals using the shared account, determine the cash available in
the account, and then fund the remaining P&I amounts due with
corporate funds. To the extent that the bank account includes cash
collected that is not due in the current remittance period, the
sponsors can "borrow" these remittance amounts and use them to
offset their servicing advance obligation. This practice is called
"netting." In the following remittance period, these "borrowed"
funds will need to be repaid to the "lending" RMBS by the
sponsors. To the extent that the next period amounts are not
sufficient to cover the sponsors' full servicing advance
obligation in addition to the amount "borrowed" from the "lending"
RMBS deals in the prior periods, the sponsors will have to fund
these shortfalls, either through corporate funding or another
funding source.

Although netting of servicer advance payments is a common industry
practice, it is typically only done on advances made within one
RMBS deal. Future remittance amounts from one RMBS deal are not
typically used to offset servicing advance obligations on another
RMBS deal. In the case of the GMAC SAF, because multiple RMBS
deals are included in a shared bank account, the netting process
allowed the sponsors to commingle some cash collected on all of
the RMBS deals and allowed them to apply cash collected from one
RMBS deal, (but not due until a future remittance date), to cover
P&I servicer advance obligations on another RMBS deal.

According to the sponsors, they discontinued the practice of
netting on February 1, 2010, but they continue to commingle the
cash flows from multiple RMBS deals in a shared bank account.
Allowing the netting process to occur across RMBS deals in a
common bank account, increases the likelihood that in a sponsor
bankruptcy, some RMBS deals are not able to recover the amounts
"borrowed" by the sponsors to fund advances on other RMBS deals.
To make the "lending" RMBS whole, the underlying deal parties (
e.g., the trustee, successor servicer, bond insurer or investors)
could make a claim on advance reimbursements that have been sold
to the SAF, thus diverting cash away from the SAF.

The sponsors have communicated to Moody's a corrective action
plan, under which: (i) beginning on February 1, 2010, they
discontinued the netting process and replaced it with a manual
workaround to fund advances on a loan level, rather than on a bank
account level, (ii) they will report to Moody's and to investors
the amount of servicer advances that the sponsors are required to
fund without benefit of the netting, and the progress that they
are making in implementing the new process, (iii) they plan to
formally amend the SAF legal documents to prohibit netting , (iv)
they will engage a third party verification agent to validate on
an on-going basis the discontinuation of the legacy netting
practice and (v) they have made a decision to revamp their cash
management process to only allow cash flow from one RMBS deal in a
custodial bank account to be implemented April 1, 2010.  This last
step, when implemented, should eliminate the commingling of cash
and netting of P&I advances across multiple RMBS deals.

The new internal processes that the sponsors have proposed to
prevent netting across RMBS deals are complex and manual in
nature, and their implementation is dependant on key personnel,
all of which increases the operational risk associated with the
SAF. In addition, the implementation of these new processes will
increase the liquidity needs of the sponsors who are already
facing significant financial strain.  Finally, the new practice,
that discontinues netting, is yet to be formalized in the
governing documents of the SAF. During the review period, Moody's
will consider the actions that the sponsors take to address the
concerns Moody's has outlined. Should the sponsors implement the
measures they have described to the satisfaction of Moody's
concerns, Moody's would likely affirm the ratings.

The complete rating action is as follows:

Series 2004-VF1: Aaa on review for possible downgrade; previous
rating action on June 27, 2005 Aaa rated.


GMAC INC: Moody's Hikes Unsec. Rating to 'B3' With Stable Outlook
-----------------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured rating of
GMAC, Inc. and GMAC-supported subsidiaries to B3 from Ca, with a
stable rating outlook.  The long-term rating of mortgage finance
subsidiary Residential Capital, LLC (ResCap) was affirmed at C,
with a stable rating outlook.

This concludes Moody's review of GMAC's ratings initiated on
June 10, 2009.  The upgrade of GMAC's rating reflects the
improvement in the firm's capital position resulting from its
December 2009 issuance of $2.54 billion of trust preferred
securities and $1.25 billion of mandatory convertible preferred
securities (MCP) to the U.S. Treasury.  GMAC's capital position
also benefited from the U.S. Treasury's conversion of $3.0 billion
of its existing MCP into GMAC common equity.  The U.S. Treasury
now owns 56% of GMAC.  The additional capital enabled GMAC to
maintain relatively stable capital ratios even as it absorbed
$3.28 billion of fourth quarter 2009 pre-tax charges to mark
certain residential mortgages to fair value, $.57 billion of
repurchase reserve expense, and $.81 billion of other significant
items that contributed to a $4.95 billion net loss for the
quarter.

"In our view, the U.S. Treasury's substantial stake in GMAC has a
stabilizing influence on the company's otherwise challenged credit
profile," said Moody's senior analyst Mark Wasden. "Though it is
weaker on a standalone basis, GMAC's credit profile is lifted to a
B3 level as a result of the U.S. Treasury's investment in and
support of GMAC."

Moody's expectation is that the U.S. Treasury will continue its
involvement in and support of GMAC until it has achieved a level
of operational and funding stability that puts it in a position to
exist independent of government support. The stable outlook
reflects Moody's view that the U.S. Treasury's involvement with
GMAC will extend for at least the next 12-18 months, the timeframe
for Moody's ratings outlooks.

Moody's said that continuing uncertainties at ResCap, in terms of
asset quality performance and liquidity, remain constraints to
GMAC's ratings.

Moody's assumes that GMAC will remain supportive of ResCap as it
continues to manage its remaining risk exposures through eventual
liquidation or sale. ResCap has approximately $2 billion of long-
term debt maturing in 2010, funds for which Moody's believes are
likely to be provided by GMAC, whose own liquidity resources are
constrained.  An unexpected deterioration in asset performance or
increase in loan repurchase obligations at ResCap could further
weigh on GMAC's capital and liquidity.

GMAC's own liquidity challenges also continue as a rating
constraint.

GMAC has considerable debt maturities through 2012, including $7.5
billion of TLGP debt maturities in 2012. Moody's believes that
GMAC will need to issue unsecured debt to fund debt maturities at
the parent holding company. However, the firm's ability to
consistently access this market is not assured, though the U.S.
Treasury's investment in the firm could help to ease investor
concerns. Additionally, Moody's believes there is execution risk
associated with GMAC's business and funding transitions, including
growth expectations for Ally Bank.

Supporting GMAC's upgrade is the improved operating prospects for
GMAC's auto finance operations as the economy stabilizes. However,
Moody's expects that GMAC's auto finance risk-adjusted returns
will remain below historical levels for the foreseeable future due
to elevated credit loss experience and the high cost of certain
funding sources.

The rating outlook and ratings could come under upward pressure if
there is a meaningful and certain diminution of GMAC's remaining
credit and support exposures to ResCap. A further strengthening of
GMAC's liquidity position to the degree that it can reliably serve
the firm's operating requirements independent of the U.S.
government's involvement would also positively influence the
firm's ratings and outlook. Moody's believes that as a condition
for maintaining the current B3 rating and stable outlook, GMAC
must demonstrate improved profitability in its core auto finance
business during 2010, as this will be necessary to improve the
prospects for the firm to access debt and possibly equity capital.
Ratings upgraded in today's action include:

   GMAC, Inc.:
      Issuer Rating: to B3 from Ca
      Senior Unsecured: to B3 from Ca
      Preferred Stock, Series A: to Caa3 from C

   General Motors Acceptance Corp. of Canada Ltd.:
      Backed Senior Unsecured: to B3 from Ca

   GMAC, Australia (Finance) Limited:
      Backed Senior Unsecured: to B3 from Ca

   GMAC Australia LLC:
      Backed Senior Unsecured: to B3 from Ca

   GMAC International Finance B.V.:
      Backed Senior Unsecured: to B3 from Ca

   GMAC (NZ) Limited:
      Backed Senior Unsecured: to B3 from Ca

   GMAC Bank GmbH:
      Backed Senior Unsecured: to B3 from Ca

In its last rating action on June 10, 2009, Moody's upgraded
GMAC's senior unsecured rating to Ca from C and placed its ratings
on review for further possible upgrade.


GREDE FOUNDRIES: Seeks to Reject USW CBA and Retiree Benefits
-------------------------------------------------------------
Grede Foundries, Inc., and its affiliates ask the Bankruptcy Court
for authority to:

     -- terminate coverage of non-unionized retirees under four
        benefit plans effective February 28, 2010:

        (1) the Grede Foundries Group Health Plan;
        (2) Medicare Supplement Plan;
        (3) Group Life Insurance Plan; and
        (4) Aetna Medicare D Plan;

     -- reject the collective bargaining agreement with Local 564
        of the United Steel Workers; and

     -- terminate the Grede Foundries Group Health Plan and
        Grede's life insurance plan as its relates to unionized
        retirees and laid off employees.

According to NetDockets, in seeking to terminate retiree benefits
for non-unionized retirees, Grede asserts it has "the unambiguous
contractual right to terminate health plan benefits for Non-Union
Retirees at any time."  According to NetDockets, Grede points to a
language of the Anthem Health Benefit Booklet documenting the
Group Health Plan, which states: "Grede reserves the right to
terminate, suspend, withdraw, amend or modify the plan in whole or
in part at any time.  This right applies to retiree coverages and
benefits . . . as well as to all other portions of the plan."

NetDockets relates that by terminating the benefits, Grede argues
it will save:

     1) $1,624 per month by terminating the Group Health Plan with
        respect to three covered non-union retirees and one
        covered spouse;

     2) $28,595.23 per month by terminating the Medicare
        Supplement Plan with respect to 313 covered non-union
        retirees; and

     3) $10,493 per month by terminating the Group Life Plan with
        respect to 664 covered non-union retirees.

No cost savings are associated with termination of the Medicare D
Plan, as all 171 covered non-union retirees personally pay for
coverage.

According to NetDockets, the CBA with the USW Local 564 covers a
"bargaining unit of production and maintenance employees at a
foundry owned (until recently) by Grede in Vassar, Michigan."
That facility was sold to Revstone Industries, LLC pursuant to an
asset purchase agreement dated November 18, 2009.  The court
approved the sale on December 14, 2009, and all collectively-
bargained-for employees were permanently laid off by Grede --
unionized employees then had to apply for positions at the
facility with Revstone, which "a large number" elected not to do.

Grede also seeks to terminate coverage under the Group Health Plan
for 375 unionized retirees and spouses and under the Group Life
Plan for 201 unionized retirees.  According to NetDockets, Grede
asserts that, as of October 3, 2009, the present value of
continued payments under both plans for unionized retirees and
spouses was $24.8 million and the combined monthly cost was nearly
$163,000.

Grede sold substantially all of its remaining operating assets to
Iron Operating, LLC.  The sale was approved on December 14, 2009,
and was expected to close February 5, 2010.  According to
NetDockets, the "assets of Grede remaining after the sale of
Grede's operating assets (including the proceeds of the sales
themselves) will be vastly less than Grede's total remaining debts
and obligations."  As such, Grede asserts that the "expenses
associated with Grede continuing coverage for the Union Retirees
under the Plan and the life insurance plan are depleting the
remaining assets in the estate and reducing the amount of any
recovery for the other unsecured creditors."

                       About Grede Foundries

Based in Reedsburg, Wisconsin, Grede Foundries, Inc. --
http://www.grede.com/-- produces ductile iron, grey iron and
specialty metal parts.  The Company serves the automotive, heavy
truck, off-highway, diesel engine and industrial markets and is
one of the largest cast-iron foundry companies in the United
States.

The Company filed for Chapter 11 on June 30, 2009 (Bankr. W.D.
Wisc. Case No. 09-14337).  Daryl L. Diesing, Esq., Jerard J.
Jensen, Esq., and Daniel J. McGarry, Esq., at Whyte Hirschboeck
Dudek S.C., represent the Debtor in its restructuring efforts.
The Debtor selected Conway Del Genio Gries & Co. as restructuring
advisor; Leverson & Metz S.C. as special counsel; and Kurtzman
Carson Consultants LLC as claims agent.  The Debtor listed total
assets of $143,983,000 and total debts of $148,243,000.


GREEN CAFE: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Green Cafe, Inc.
        330 College Ave.
        Ithaca, NY 14850

Bankruptcy Case No.: 10-30245

Chapter 11 Petition Date: February 4, 2010

Court: United States Bankruptcy Court
       Northern District of New York (Syracuse)

Judge: Margaret M. Cangilos-Ruiz

Debtor's Counsel: Na-Kyung Kang, Esq.
                  Kim & Kang Law Group, LLC
                  172 Main St., 2nd Fl., Ste. 4
                  Fort Lee, NJ 07024
                  Tel: (201) 944-0770
                  Email: kimandkanglawgroup@gmail.com

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

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

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

             http://bankrupt.com/misc/nynb10-30245.pdf

The petition was signed by Charles B. Park, president of the
Company.


HAEMACURE CORP: Has Until March 22 to File Proposal to Creditors
----------------------------------------------------------------
Haemacure Corporation has obtained a first extension until
March 22, 2010, of the delay within which to make a proposal
pursuant to the notice of intention to make a proposal to its
creditors it filed on January 8, 2010, under the Bankruptcy and
Insolvency Act (Canada).  This extension is intended to allow
Haemacure to complete a call for tenders for the sale of its
assets, close a sale transaction with the successful tenderer,
seek the required approvals for the transaction and proposal to
creditors, and execute the proposal.

March 1, 2010 is the date by which interested parties must submit
tenders to purchase the assets of Haemacure and those of its
subsidiary in the United States.  Subject to the competing tenders
eventually received and the time required to negotiate assets sale
transactions, the closing of these transactions in Canada and the
United States may happen before the expiry of the first extension
obtained today, though there can be no assurance to this effect.

The recovery of any sums by creditors and shareholders of
Haemacure is uncertain and highly dependent upon a number of
factors, notably the outcome of the assets sale process undertaken
under the Bankruptcy and Insolvency Act (Canada) and Chapter 11 in
the United States.

Haemacure also confirms that the Toronto Stock Exchange will
delist its shares at the close of the market today for failure to
meet continued listing requirements.

Haemacure Corporation -- http://www.haemacure.com/en/-- is a
Canada-based company.  It is a bio-therapeutics company developing
human therapeutic proteins for commercialization.  The Company's
two human plasma-based products are: Hemaseel HMN, a fibrin
sealant, and Hemaseel Thrombin, an active, absorbable haemostatic
agent, which is in the preclinical stage.  Fibrin sealant has
application in hemostasis adhesion and wound healing, adhesion
prevention, aesthetics, combination with biomaterials, drug
delivery, regenerative medicine and skin graft fixation for burn
injuries.  The Company also sells two fibrin sealant delivery
devices under the trademarks HemaMyst, which is a double-syringe
applicator, and HemaSyst, which is an aerosol application system.
The Company's wholly owned subsidiary is Haemacure U.S.


HALCYON HOLDING: Sony Bids for Terminator Franchise Rights
----------------------------------------------------------
Dave McNary at Variety reports that Sony submitted a bid for the
right to the "Terminator" franchise of Halcyon Group.  Lionsgate
also bid for the rights for $15 million and a 5% cut of future
gross receipts.

Lionsgate will get $750,000 break-up fee if Halcyon consummates
the deal to another bidder, Mr. McNary notes.  The rights is worth
more than $70 million, he adds.

According to the Trouble Company Reporter, interested purchasers
has until Feb. 5, 2010, tosubmit their offers for the rights,
followed by a hearing on Feb. 10, 2010, to consider approval.

Halcyon Holding Group LLC is the company that produced "Terminator
Salvation," a film that generated $369 million in box office
receipts.   Halcyon Holding Group LLC and two affiliated companies
filed Chapter 11 petitions on Aug. 17 in Los Angeles, California
(Bankr. C.D. Calif. Case No. 09-31854).  Halcyon said it has
between $50 million and $100 million in both assets and debts.


HAWAIIAN TELCOM: Hawaii PUC Conflict Could Affect Emergence
-----------------------------------------------------------
A reported dispute among the members of the Hawaii Public
Utilities Commission could stall the release of a regulatory
approval Hawaiian Telcom Communications, Inc., and its debtor
affiliates are trying to obtain from the agency in line with the
Company's planned exit from bankruptcy.

The dispute at the HPUC involves Commissioner Leslie Kondo, who
accused the other commissioners, Carlito Caliboso and John Cole,
of excluding him from the agency's decision-making on a renewable
energy case of Hawaii Electric Co., the Honolulu Advertiser
reports.  Decision-making at the HPUC has also been beset with,
and slowed down by, staff and budget cuts, the report adds.

Among Hawaii's largest regulatory issues the HPUC has to tackle
is that of Hawaiian Telcom's reorganization, competition in the
interisland shipping industry and Gov. Linda Lingle's clean
energy initiative, the Honolulu Advertiser notes.

Mr. Caliboso recognized the backlog of cases at the HPUC.  The
Honolulu Advertiser pointed out that as per the PUC's own index
of cases, about 329 items are pending on its docket.  They range
from consumer complaints, rate increase requests and other
utility matters, the report noted.  Amidst the backlogs, Mr.
Caliboso disclosed that Hawaiian Telcom's case is a high priority
for the Commission, the Honolulu Advertiser relates.

The HPUC, however, is not expected to hand down any decision on
Hawaiian Telcom's case for another six to nine months, according
to the report.

Hawaiian Telcom needs regulatory approval from the HPUC so that
it can move forward to consummating its Chapter 11 Plan and apply
for a final closing decree of its bankruptcy cases from the U.S.
Bankruptcy Court for the District of Hawaii.  The Court formally
entered a confirmation order on Hawaiian Telcom's bankruptcy plan
last December 30, 2009.

                   About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HAWAIIAN TELCOM: Post-Confirmation Report for Fourth Quarter
------------------------------------------------------------
Hawaiian Telcom Communications, Inc., and its debtor affiliates
presented to the United States Bankruptcy Court for the District
of Hawaii on January 29, 2010, a post-confirmation quarterly
report for the period from October 1 to December 31, 2009.

Hawaiian Telcom Chief Financial Officer Robert F. Reich informed
the Court that the Debtors are fully able to comply with the
terms of their confirmed Amended Joint Plan of Reorganization.
He, however, noted that obtaining regulatory approval from the
Hawaii Public Utility Commission is a factor that may materially
affect the Debtors' ability to obtain a final closing decree of
their bankruptcy cases.  He related that an application for final
decree will be filed following regulatory approval of the Plan.

Similarly, the first plan payment is due following the release of
a regulatory approval from the HPUC, Mr. Reich related.  In this
light, the estimated date of final payment under the Plan is yet
to be determined.

The Post-Confirmation Report also details the total disbursements
and quarterly fees paid by the Debtors to the United States
Trustee for Region 15 for the period from December 31, 2008,
through December 31, 2009:

Debtor                 Total Disbursements    Quarterly Fees
------                 -------------------    --------------
Hawaiian Telcom             $37,919,957             $56,400
Communications, Inc.

Hawaiian Telcom, Inc.      $395,854,816            $120,000

Hawaiian Telcom             $36,354,954             $45,500
Services Company, Inc.

Hawaiian Telcom Holdco,               -          $1,300,000
Inc.

Hawaiian Telcom IP              $65,138              $2,275
Video Research, LLC

Hawaiian Telcom IP             $144,151              $2,275
Service Delivery
Research, LLC

Hawaiian Telcom IP                    -              $1,300
Video Investment, LLC

Hawaiian Telcom IP                    -              $1,300
Service Delivery
Investment, LLC

A full-text copy of the U.S. Trustee Fees is available for free
at http://bankrupt.com/misc/HawTel_USTrusteeFees.pdf

                   About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HAWAIIAN TELCOM: Seeks Nod for Amendment to Zolfo Services Pact
---------------------------------------------------------------
Hawaiian Telcom Communications Inc. and its units seek the Court's
authority to enter into an Amendment No. 1 to the services
agreement they entered with Zolfo Cooper Management, LLC, and
Kevin Nystrom.

As previously reported, the Debtors engaged Zolfo Cooper for the
provision of services of Mr. Nystrom as the Debtors' chief
restructuring officer and other professional staff to serve as
the Debtors' associate directors for restructuring services.

Pursuant to the Amendment, the parties agree to reduce Zolfo
Cooper's monthly compensation from $225,000 to $90,000, effective
January 1, 2010, and continuing through the term of the Agreement.

A full-text copy of the Amendment No.1 to the Zolfo Cooper
Agreement is available for free at:

         http://bankrupt.com/misc/HawTel_AmendmentNo1.pdf

The Debtors believe that modification of Zolfo Cooper's
engagement is necessary and beneficial to their estates.

                   About Hawaiian Telcom

Based in Honolulu, Hawaii, Hawaiian Telcom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The Company and seven of its affiliates filed for Chapter 11
protection on December 1, 2008 (Bankr. D. Del. Lead Case No.
08-13086).  As reported by the TCR on December 30, 2008, Judge
Peter Walsh of the U.S. Bankruptcy Court for the District of
Delaware approved the transfer of the Chapter 11 cases to the U.S.
Bankruptcy Court for the District of Hawaii before Judge Lloyd
King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed
and is represented by Christopher J. Muzzi, Esq., at Moseley Biehl
Tsugawa Lau & Muzzi LLC, in Honolulu, Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of September 30, 2008.

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


HENRY ANDERSON: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Henry L. Anderson, Jr.
        P.O. Box 1309
        Wrightsville Beach, NC 28480

Bankruptcy Case No.: 10-00809

Chapter 11 Petition Date: February 3, 2010

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P. O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  Email: efile@stubbsperdue.com

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

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

According to the schedules, the Company has assets of $17,913,107,
and total debts of $10,730,549.

The petition was signed by Henry L. Anderson, Jr.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
NC Dept. of Revenue                               $293,844
Attn: Managing Agent
PO Box 25000
Raleigh, NC 27640

Cynthia L. Wilhelm, Ph.D.                         $24,755

New Hanover County Tax    Ad Valorem Taxes        $12,892
Office                    Parcel ID #
Attn: Managing Agent   R06318-001-004-000
                          212 Water Street,
                          Wrightsville Beach

Pleasant Ridge Nursery,                           $10,675
Inc.
Attn: Managing Agent

DEX-Embarq Yellow Pages                           $8,334
Attn: Managing Agent

New Hanover County Tax    Ad Valorem Taxes        $8,331
Office                    Parcel ID #
Attn: Managing Agent   R05719-004-003-000
                          232 Causeway Drive,
                          Wrightsville Beach

White Directory                                   $7,859
Publishers
Attn: Managing Agent

New Hanover County Tax    Ad Valorem Taxes        $7,647
Office                    Parcel ID #
Attn: Managing Agent   R06318-002-013-000
                          816 Schloss Street,
                          Wrightsville Beach

Watauga County Tax Admin  Ad Valorem Taxes        $6,646
Attn: Managing Agent      Parcel/Account #
                          2807-94-2608-000

AT&T Advertising                                  $5,841
Solutions
Attn: Managing Agent

New Hanover County Tax    Ad Valorem Taxes        $5,730
Office                    Parcel ID #
Attn: Managing Agent   R06318-002-004-000
                          207 Water Street,
                          Wrightsville Beach

Internal Revenue Service  941                     $5,489
Attn: Insolvency I

Town of Blowing Rock      Ad Valorem Taxes        $4,092
Attn: Managing Agent      Parcel ID #
2807943535000
                          Lot 2 P014/257

IKON Financial Services                           $3,484
Attn: Managing Agent

CIT Technology Fin. Serv.                         $3,207
Inc.
Attn: Managing Agent

Bank of America                                   $2,487
Attn: Managing Agent

Michelle's Cleaning Service                       $1,750
Attn: Managing Agent

Town of Blowing Rock      Ad Valorem Taxes        $1,225
Attn: Managing Agent      Parcel ID #
2807942640000
                          1732 Main Street,
                          Blowing Rock

FindLaw                                           $1,047
Attn: Managing Agent

Velocity Tech Group                               $970
Attn: Managing Agent


HERBST GAMING: HSBC Bank Appeals Amended Confirmation Order
-----------------------------------------------------------
On January 22, Herbst Gaming, Inc., and its units won an amended
order from the U.S. Bankruptcy Court for the District of Nevada
confirming their First Amended Joint Plan of Reorganization
previously filed on July 22, 2009.

In a regulatory filing Wednesday, Herbst Gaming disclosed that on
January 28, 2010, HSBC Bank USA, N.A., as Indenture Trustee, filed
a notice of appeal from the amended order.

A copy of the amended confirmation order is available at no charge
at http://researcharchives.com/t/s?4f36

A copy of the Findings of Fact and Conclusions of Law in Support
of Order Confirming Debtors' First Amended Plan is available at no
charge at http://researcharchives.com/t/s?4f37

                       About Herbst Gaming

Headquartered in Reno, Nevada, Herbst Gaming, Inc. --
http://www.herbstgaming.com/-- is a diversified gaming company.
The Company and its subsidiaries focus on two business lines, slot
route operations and casino operations.  The Company's route
operations involves the exclusive installation and, as of
Sept. 30, 2009, operation of approximately 6,300 slot machines in
non-casino locations, such as grocery stores, drug stores,
convenience stores, bars and restaurants.  The casino operations
consist of 16 casinos located in Nevada, Iowa and Missouri.

The Company and 17 of its affiliates filed for Chapter 11
protection on March 22, 2009 (Bankr. D. Nev. Lead Case No.
09-50752).  Thomas H. Fell, Esq., and Gerald M. Gordon, Esq., at
Gordon Silver, represent the Debtors in their restructuring
efforts.  Herbst Gaming had $919.1 million in total assets; and
$33.5 million in total liabilities not subject to compromise and
$1.24 billion in liabilities subject to compromise, resulting in
$361.0 million in stockholders' deficiency as of March 31, 2009.


HERTZ CORP: Bank Debt Trades at 3% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which The Hertz
Corporation is a borrower traded in the secondary market at 97.38
cents-on-the-dollar during the week ended Friday, Feb. 5, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.55
percentage points from the previous week, The Journal relates.
The Company pays 175 basis points above LIBOR to borrow under the
facility.  The debt matures on Dec. 21, 2012, and carries Moody's
B a1 rating and Standard & Poor's BB- rating.  The syndicated loan
is one of the biggest gainers and losers among 180 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc.
(NYSE: HTZ), based in Park Ridge, New Jersey, is the world's
largest general use car rental brand, operating from approximately
8,000 locations in 147 countries worldwide.  Hertz also operates
one of the world's largest equipment rental businesses, Hertz
Equipment Rental Corporation, through more than 375 branches in
the United States, Canada, France, Spain and China.

In July, Fitch Ratings downgraded Hertz Corporation's Issuer
Default Rating to "BB-" from "BB", and Moody's lowered Hertz's
Corporate Family Rating and Probability of Default to "B1" from
"Ba3".


HEXION SPECIALTY: Raises Prices for Resins, Acrylic Products
------------------------------------------------------------
Effective March 1, 2010, or as contracts allow, Hexion Specialty
Chemicals, Inc., will increase prices for its epoxy resins in the
Americas from four to eight cents per pound, depending on the
resin type.  The price adjustment is driven by increases in the
cost of key raw materials.

Last week, Hexion said that effective February 15, 2010, or as
contracts allow, its North American Dispersions business will
increase prices by five cents per wet pound in the United States
and Canada for all acrylic, styrene acrylic, vinyl acrylic and
other polymers used in the adhesives, textiles, nonwovens and
construction markets.  Hexion also indicated the price increase is
necessary due to recent increases in the cost of raw materials
used to manufacture the products.

Also in January, Hexion's wholly owned subsidiaries, Hexion
Finance Escrow LLC and Hexion Escrow Corporation, commenced an
offer to sell $1,000,000,000 aggregate principal amount of 8.875%
senior secured notes due 2018 at an issue price of 99.296%, plus
accrued interest, if any.  The offering was increased from
$700 million.

In an offering circular, Hexion said its cash debt service for
2010, based on the amount of indebtedness outstanding at September
30, 2009, as adjusted for the effects of the proposed offering and
the fourth quarter redemption and maturity of the Company's
Industrial Revenue Bonds, is expected to be $298 million based on
current interest rates, of which $220 million represents debt
service on fixed-rate obligations (including variable rate debt
subject to interest rate swap agreements).

Hexion said upon release from escrow (if such escrow is
necessary), it will use the net proceeds from the proposed
offering to repay $800 million aggregate principal amount of the
term loans under its $2.2 billion senior secured credit
facilities, to pay fees and expenses related to the proposed
offering and for general corporate purposes.

Also in January, Hexion sold its Italian solvent-borne alkyd and
polyester coating resins business to an affiliate of Tenax group,
an Italian-based company that produces similar products.  Terms of
the agreement were not disclosed.

The sale included all aspects of the business, including a
production facility in Cola di Lazise, Italy.  Tenax group plans
to continue to operate the Cola di Lazise plant and to offer
employment to the 44 people associated with the business.  The
sale represents Hexion's exit from the European solvent-borne
coatings market.

Hexion continues to fully participate in the waterborne, powder
coatings and coating resins markets, both in Europe and globally.

Hexion has said as of September 30, 2009, it is targeting
$175 million in productivity savings.  The Company has said it
anticipates achieving these savings over the next 15 months by
2011.  The Company expects to incur $70 million in one-time costs
to achieve these savings, including restructuring costs and
expected capital expenditures related to productivity programs.
The Company, however, warned a variety of factors could cause it
not to achieve the remaining $175 million in productivity savings,
including not being able to fund the $70 million in one-time
costs.

On January 12, Hexion obtained additional commitments from
revolving facility lenders for new revolving loans under Hexion's
senior secured credit facility which will take effect upon the
expiration of the existing revolving facility commitments.  The
total amount of commitments that have been obtained for the new
revolving loans is approximately $200 million (which includes
$175 million of commitments previously announced).  The
commitments for the new revolving loans are subject to customary
conditions.

The new loan commitments will become effective upon the May 31,
2011 maturity of the existing revolving credit facility and will
mature 91 days prior to the maturity date of the term loans under
the senior secured credit facility, which is May 5, 2013.

Committing lenders are being offered a 2.00% upfront fee as well
as a 2.00% ticking fee on their commitments. The new revolving
loans, which cannot be drawn until the existing revolving credit
facility matures, will bear interest at a rate of LIBOR plus
4.50%. The terms and conditions of Hexion's existing revolving
credit facility will remain in full force and effect and have not
been altered by these new commitments, including but not limited
to the interest rate.

On January 25, as reported by the Troubled Company Reporter,
Hexion entered into an amendment agreement to its second amended
and restated credit agreement dated November 3, 2006, among other
things: (i) allow Hexion to agree with individual lenders to
extend the maturity of their term loans or revolving commitments,
and for Hexion to pay increased interest rates or otherwise modify
the terms of their loans or revolving commitments in connection
with such an extension, (ii) extend the maturity of term loans
held by accepting lenders to May 5, 2015 and increase the interest
rate with respect to such term loans, (iii) allow for the issuance
of $1,000,000,000 aggregate principal amount of senior secured
notes due 2018, (iv) allow for one or more future issuances of
additional senior notes or loans, which may include, in each case,
indebtedness secured on a pari passu basis with the obligations
under the senior secured credit facilities, so long as, in each
case, among other things, an agreed amount of the net cash
proceeds from any such issuance are used to prepay term loans or
revolving loans under the senior secured credit facilities at par,
(v) reset the amount available under incremental credit facilities
to $200 million, (vi) allow for one or more future issuances of
additional indebtedness, which may include indebtedness secured on
a junior basis with the obligations under the senior secured
credit facilities or unsecured indebtedness, in an amount not to
exceed the amount available under incremental credit facilities,
(vii) allow for certain types of receivables financing, or (viii)
amend certain of the existing covenants therein.

                 About Hexion Specialty Chemicals

Based in Columbus, Ohio, Hexion Specialty Chemicals --
http://www.hexion.com/-- serves the global wood and industrial
markets through a broad range of thermoset technologies, specialty
products and technical support for customers in a diverse range of
applications and industries.  Hexion Specialty Chemicals is
controlled by an affiliate of Apollo Management, L.P.

At September 30, 2009, the Company had total assets of
$3.020 billion against total liabilities of $5.080 billion.  At
September 30, 2009, the Company had accumulated deficit of
$2.344 billion, shareholder's deficit attributable to Hexion
Specialty of $2.075 billion, noncontrolling interest of
$15 million, and total deficit of $2.060 billion.

                            *    *    *

Moody's Investors Service changed the outlook on Hexion Specialty
Chemicals, Inc. (B3 Corporate Family Rating) to stable from
negative due to the successful refinancing and extension of its
term loan debt with $1 billion of 8.875% 1.5 lien notes due 2018.
Proceeds were used to repay roughly $800 million in first lien
term loan debt.  In addition, Hexion received approval from its
first lien debt holders to extend roughly $900 million of the
remaining term loan for two years.


HOWARD SCOTT ROSS: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Howard Scott Ross
        6620 #D Willow Point Drive
        Huntsville, AL 3580

Bankruptcy Case No.: 10-80416

Chapter 11 Petition Date: February 5, 2010

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

Judge: Jack Caddell

Debtor's Counsel: Patrick A. Jones, Esq.
                  212 Oakwood Ave. NW.
                  Huntsville, AL 35811
                  Tel: (256) 533-2827
                  Fax: (256) 533-2875
                  Email: pajonesesquire@yahoo.com

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

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

According to the schedules, the Company has assets of $2,115,298,
and total debts of $586,000.

The petition was signed by Mr. Ross.

Debtor's List of 4 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Shauli and Rene            Judgment               $420,000
Rosen-Rager
c/o Richard Morris,
Attorney At Law
PO Box 18248
Huntsville, AL 35801

Anna Constantino           Trade debt             $150,000

William  E. Shreve         Attorney fees          $12,000

Home Depot                 Trade debt             $4,000


IMPERIAL INDUSTRIES: Posts $1.8 Million Net Loss in Q3 2009
-----------------------------------------------------------
Imperial Industries, Inc., reported a net loss of $1,804,000, or
$0.71 per diluted share, for the third quarter of 2009 compared to
a net loss of $1,810,000, or $0.72 per diluted share, for the
third quarter of 2008.

Net sales for the third quarter ended September 30, 2009, were
$2,186,000, compared to $2,424,000 for the same period in 2008, a
decrease of 9.8%.

For the third quarter ended September 30, 2009, the Company had a
loss from continuing operations of $274,000, or $0.11 per diluted
share, compared to a loss from continuing operations of $324,000,
or $0.13 per diluted share, for the comparable period of 2008.
Discontinued operations related to the closure of the Company's
distribution facilities during 2009 and 2008, accounted for losses
of $1,530,000, or $0.60 per diluted share for the three months
ended September 30, 2009, compared to $1,486,000, or $0.59 per
diluted share in the third quarter of 2008.

Net sales for the nine months ended September 30, 2009, were
$6,864,000, compared to $7,788,000 for the same period in 2008, a
decrease of 11.9%.  The Company realized a loss from continuing
operations of $1,440,000, or $0.57 per diluted share, for the 2009
nine month period compared to a loss from continuing operations of
$558,000, or $0.22 per diluted share, for the comparable period in
2008.  Discontinued operations accounted for losses of $2,798,000,
or $1.10 per diluted share, and $4,038,000, or $1.61 per diluted
share, for the 2009 and 2008 respective nine month periods.  Net
loss for the nine months ended September 30, 2009, was $4,238,000,
or $1.67 per diluted share, compared to a net loss of $4,596,000,
or $1.83 per diluted share, for the same period in 2008.

Results of operations for both the third quarter and nine month
periods ended September 30, 2009, were adversely affected by the
continuing decline in construction activity and weak demand for
the Company's products throughout the Florida market, the
Company's principal trade area.  In addition, the Company's
subsidiary, Just-Rite Supply, Inc., terminated all operations of
its distribution facilities on June 11, 2009, and entered into an
Assignment for the Benefit of Creditors in which all of its
assets, subject to any liabilities thereof, were transferred to
the Assignee to sell and liquidate for the benefit of creditors
pursuant to Florida State Law.  Restructuring fees and other costs
associated with the discontinuance of these operations, including
a charge against continuing operations for an estimated loss
contingency of $627,000, had a significant effect on the
Corporation's continuing results of operations for the 2009 nine
month period.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed total assets of $9,042,000, total liabilities of $7,819,000
and total stockholders' equity of $1,223,000.

                 Liquidity and Capital Resources

The Company had negative working capital of $1,410,000 at
September 30, 2009, compared to working capital of $2,021,000 at
December 31, 2008.  The decrease in working capital was due
primarily to the decrease in current assets held for sale as a
result of the Assignment.

At September 30, 2009, the Company had cash and cash equivalents
and restricted cash of $803,000 compared to cash and cash
equivalents and restricted cash of $423,000 at December 31, 2008.

Net cash provided by operating activities for the nine months
ended September 30, 2009, was $2,631,000 compared to net cash used
in operations of $3,494,000 for the same period of 2008.

Net cash provided by investing activities for the nine months
ended September 30, 2009, was $1,005,000 compared to net cash used
in investing activities of $35,000 for the same period of 2008.
The increase in cash provided by investing activities was due
primarily to the proceeds from the disposal of assets held for
sale.

Net cash used in financing activities in the nine months ended
September 30, 2009, was $3,262,000 compared to net cash provided
by financing activities of $3,234,000 for the same period of 2008.
The decrease in cash provided by investing activities was due
primarily to the repayment of debt.

                       Going Concern Doubt

The industry in which the Company is operating has been impacted
by a number of adverse factors over the past three and a half
years.  As a result, the Company has incurred losses for the nine
and three months ended September 30, 2009, and the year ended
December 31, 2008.  The Company's independent registered public
accounting firm issued its report dated March 27, 2009, in
connection with the audit of the Company's financial statements as
of December 31, 2008, that included an explanatory paragraph
describing the existence of conditions that raise substantial
doubt about the Company's ability to continue as a going concern.

In order to address the need to satisfy its continuing obligations
and realize its long term strategy, management has been reviewing
various strategic alternatives and has taken several steps and is
considering additional actions to improve the Company's operating
and financial results, which the Company hopes will be sufficient
to provide it with the ability to continue as a going concern.

A full-text copy of the Company's quarterly report is available at
no charge at http://researcharchives.com/t/s?50e2

                    About Imperial Industries

Based in Pompano Beach Fla., Imperial Industries, Inc. (OTC: IPII)
-- http://www.imperialindustries.com/-- is a building products
company.  The Company is engaged in the manufacturing and
distribution of stucco, plaster and roofing products to building
materials dealers, contractors and others through its subsidiary,
Premix-Marbletite Manufacturing Co.  The Company sells products
throughout the Southeastern United States with facilities in the
State of Florida.


INDUSTRY WEST: Loan Woes Prompt Chapter 11 Filing
-------------------------------------------------
Industry West Commerce Center LLC filed for Chapter 11 bankruptcy
after Central Pacific Bank refused to extend its construction
loan.  The bank demanded repayment after the loan expired in July
2008, according to Robert Digitale at The Press Democrat.

The Company listed both its assets and its liabilities at between
$10 million and $50 million.  The number of creditors was listed
at between one and 49, Mr. Digitale says.

Industry West Commerce Center is a building developer.


INGLEWOOD BUSINESS: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Inglewood Business Park X, LLC
        8800 Pennsylvania Ave.
        Upper Marlboro, MD 20772

Bankruptcy Case No.: 10-12404

Debtor-affiliates filing separate Chapter 11 petition:

        Entity                                     Case No.
        ------                                     --------
Inglewood Business Park XI, LLC                    10-12405

Chapter 11 Petition Date: February 4, 2010

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: James Greenan, Esq.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  Email: jgreenan@mhlawyers.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
3 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/mdb10-12404.pdf

The petition was signed by Dean Morehouse, manager of the Company.


INHIBITEX INC: Regains NASDAQ Listing Compliance
------------------------------------------------
Inhibitex, Inc. has received notice from The NASDAQ Stock Market
stating that, as the bid price of the Company's common stock has
closed at or above $1.00 per share for 10 consecutive business
days, the Company has regained compliance with Nasdaq's Listing
Rule 5550(a)(2) and its delisting matter has been closed.
Accordingly, the Company is currently in full compliance with all
listing requirements of the Nasdaq Capital Market.

Inhibitex, Inc. -- http://www.inhibitex.com/-- is a
biopharmaceutical company focused on the development of
differentiated anti-infective products to prevent and treat
serious infections.  The Company focuses in the development of
small molecule antiviral compounds, and in particular, therapies
to treat shingles (herpes zoster) and chronic hepatitis C
infections (HCV).  The Company's anti-infective product candidates
include FV-100, HCV Polymerase Inhibitors, HIV Integrase
Inhibitors, Aurexis and Staphylococcal Vaccines.


IVAN FRY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Joint Debtors: Ivan L. Fry
                 dba Pleasant Hill, LLC.
               Patsy L. Fry
               7008 Lora Lee Lane
               Schofield, WI 54476

Bankruptcy Case No.: 10-10710

Chapter 11 Petition Date: February 4, 2010

Court: United States Bankruptcy Court
       Western District of Wisconsin,
       http://www.wiw.uscourts.gov(Eau Claire)

Judge: Thomas S. Utschig

Debtors' Counsel: James T. Runyon, Esq.
                  P.O. Box 519
                  Tomahawk, WI 54487
                  Tel: (715) 453-5387
                  Email: runyonlawoffices@verizon.net

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 $1,370,975
and total debts of $945,479.

A full-text copy of the Debtors' petition, including a list of
their 5 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/wiwb10-10710.pdf

The petition was signed by the Joint Debtors.


JANET HEROLD COX: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Janet Herold Cox
          ods DS Hospitality,Inc.
        455 Davenport Loop
        Breckenridge, CO 80424

Bankruptcy Case No.: 10-12147

Chapter 11 Petition Date: February 5, 2010

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

Judge: A. Bruce Campbell

Debtor's Counsel: Philipp C. Theune, Esq.
                  1763 Franklin St.
                  Denver, CO 80218-1124
                  Tel: (303) 832-1150
                  Fax: (303) 845-6934
                  Email: bankruptcy@theunelaw.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 Ms. Cox.


JAPAN AIRLINES: Might Stick With American Airlines
--------------------------------------------------
Mariko Sanchanta and Mike Esterl at The Wall Street Journal report
that Japan Airlines Corp. is leaning toward maintaining its
longstanding alliance with AMR Corp.'s American Airlines instead
of teaming up with Delta Air Lines Inc.

The Journal, citing people close to the protracted tug-of-war for
Asia's largest carrier, relates that American's bid to keep JAL
has gained traction recently at least in part because of growing
concerns a JAL-Delta partnership would trigger antitrust concerns
in the U.S.

The Troubled Company Reporter, citing the Wall Street Journal,
said on January 13, 2010, that Japanese government officials were
pushing JAL to choose Delta as its new alliance partner over
American.  People familiar with the matter told the Journal at
that time that JAL received official advice that a tie-up with
Delta would be more advantageous on the grounds that Delta has a
more robust trans-Pacific flight network and a stronger Asian
network than American.

The Journal now relates one person close to the deliberations said
JAL's new chairman, Kazuo Inamori, started from scratch in
deciding whether Asia's biggest carrier by revenue should ally
itself with Fort Worth, Texas-based American or Atlanta-based
Delta in a joint venture on trans-Pacific flights.

Mr. Inamori, who took over as JAL's chairman Feb. 1, has had
conversations with officials in Washington focusing on whether a
Delta-JAL tie-up would receive antitrust immunity, the Journal's
source added.

The Journal relates the Enterprise Turnaround Initiative Corp. of
Japan, the quasi-governmental body that is tasked with
restructuring JAL, is also favoring a broader tie-up with
American.

JAL plans to tell Delta as early as this week that it will
terminate the tie-up negotiation, while together with American the
Japanese airline will apply for anti-trust immunity with the US
Department of Transportation within this month, the AFP reports
citing the Nikkei business daily.

Masaru Onishi, the new president of JAL, said an official decision
on a partner is slated to be made this week or early next week,
the Journal notes.

                         About AMR Corp.

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, including Brazil, Europe and Asia.
American is also a scheduled airfreight carrier, providing
freight and mail services to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                         *     *     *

AMR carries a 'CCC' issuer default rating from Fitch Ratings.  It
has 'Caa1' corporate family and probability of default ratings
from Moody's.  It has 'B-' corporate credit rating, on watch
negative, from Standard & Poor's.

                      About Delta Air Lines

With its acquisition of Northwest Airlines, Atlanta, Georgia-based
Delta Air Lines (NYSE: DAL) -- http://www.delta.com/or
http://www.nwa.com/-- became the world's largest airline
following merger with Northwest Airlines in 2008.  From its hubs
in Atlanta, Cincinnati, Detroit, Memphis, Minneapolis-St. Paul,
New York-JFK, Salt Lake City and Tokyo-Narita, Delta, its
Northwest subsidiary and Delta Connection carriers offer service
to more than 376 destinations worldwide in 66 countries and serves
more than 170 million passengers each year.   The merger closed on
October 29, 2008.

Northwest and 12 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930).
On May 21, 2007, the Court confirmed the Northwest Debtors'
amended plan.  That amended plan took effect May 31, 2007.

Delta and 18 affiliates filed for Chapter 11 protection on
September 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented
the Delta Debtors in their restructuring efforts. On April 25,
2007, the Court confirmed the Delta Debtors' plan.  That plan
became effective on April 30, 2007.

(Bankruptcy Creditors Service Inc. publishes Delta Air Lines
Bankruptcy News, http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

Delta Air Lines and Northwest Airlines carry a 'B/Negative/--'
corporate ratings from Standard & Poor's.  They also continue to
carry 'B2' corporate family ratings from Moody's.

                             About JAL

Japan Airlines Corporation -- http://www.jal.co.jp/-- is a
Japan-based company mainly engaged in the provision of air
transport services.  The Company is active in five business
segments through its 203 subsidiaries and 83 associated companies.
JAL International Co. Ltd. is a wholly owned operating subsidiary
of Japan Airlines Corporation.

                           *     *     *

Japan Airlines Corporation, Japan Airlines International Co., Ltd.
and JAL Capital Co., Ltd., on January 19, 2010, filed the
petitions to commenced corporate reorganization proceedings with
the Tokyo District Court.  The Court appointed the Enterprise
Turnaround Initiative Corporation of Japan and Eiji Katayama,
Esq., as reorganization trustees.

Japan Airlines Corp. filed for reorganization January 19 in the
Tokyo District Court and filed a Chapter 15 petition in New York
(Bankr. S.D.N.Y. Case No. 10-10198).  The Company said debt is
$28 billion.

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


JOHN GOWAN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Joint Debtors: John C. Gowan
                 dba North Store Outpost
               Mary H. Gowan
               3711 Romence Road
               Portage, MI 49024

Bankruptcy Case No.: 10-00954

Chapter 11 Petition Date: January 29, 2010

Court: United States Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: James D. Gregg

Debtors' Counsel: Kerry D. Hettinger, Esq.
                  Hettinger & Hettinger PC
                  200 Admiral Avenue
                  Portage, MI 49002-3503
                  Tel: (269) 344-1100
                  Email: khett57@hotmail.com

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

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

According to the schedules, the Company has assets of $5,935,236,
and total debts of $2,323,613.

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

             http://bankrupt.com/misc/miwb10-00954.pdf

The petition was signed by the Joint Debtors.


JOHN KENDALL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: John M. Kendall
        28 Hammond Road
        Falmouth, ME 04105

Bankruptcy Case No.: 10-20134

Chapter 11 Petition Date: February 3, 2010

Court: United States Bankruptcy Court
       Maine (Portland)

Debtor's Counsel: George J. Marcus, Esq.
                  Marcus, Clegg & Mistretta, PA
                  One Canal Plaza, Suite 600
                  Portland, ME 04101-4102
                  Tel: (207) 828-8000
                  Email: bankruptcy@mcm-law.com

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

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

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

             http://bankrupt.com/misc/meb10-20134.pdf

The petition was signed by Mr. Kendall.


JOOS ELECTRIC: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Joos Electric Co., Inc
        3010 Lunar Lane
        Eagan, MN 55121

Bankruptcy Case No.: 10-30684

Chapter 11 Petition Date: February 3, 2010

Court: United States Bankruptcy Court
       District of Minnesota (St Paul)

Judge: Gregory F. Kishel

Debtor's Counsel: William A. Vincent, Esq.
                  William A. Vincent PA
                  17736 Excelsior Blvd
                  Minnetonka, MN 55345
                  Tel: (952) 401-8883
                  Fax: (952) 401-8889
                  Email: wavpatax@aol.com

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

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

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

             http://bankrupt.com/misc/mnb10-30684.pdf

The petition was signed by Sue Joos, president of the Company.


JONES-RAY COMPANY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Jones-Ray Company LLP
        2626 South Rural Rd
        Tempe, AZ 85282

Bankruptcy Case No.: 10-02827

Chapter 11 Petition Date: February 3, 2010

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

Debtor's Counsel: Gary V. Ringler, Esq.
                  7303 West Boston St
                  Chandler, AZ 85226
                  Tel: (480) 705-7550
                  Fax: (480) 0 705-7503
                  Email: garyvringler@earthlink.net

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

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

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

The petition was signed by John D. Jones, general partner of the
Company.


KAYBE PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Kaybe Properties LLC
        182 Flanders Netcong Road
        Flanders, NJ 07836

Bankruptcy Case No.: 10-13391

Chapter 11 Petition Date: February 5, 2010

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

Debtor's Counsel: Lawrence R. Pinck, Esq.
                  Pinck & Pinck, L.L.P.
                  1115 Clifton Avenue
                  Clifton, NJ 07013
                  Tel: (973) 779-6799
                  Fax: (973) 779-0067
                  Email: larry@pincklaw.com

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

Estimated Debts: $500,001 to $1,000,000

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

The petition was signed by Karen DeMartini, president of the
Company.


KEMET CORP: Posts $1.8 Million Net Loss in December Quarter
-----------------------------------------------------------
KEMET Corporation reported a net loss of $1.8 million for the
third quarter ended December 31, 2009, as compared to a net loss
of $13.1 million for the same period of fiscal year 2009.

Net sales for third quarter of fiscal year 2010 were
$199.9 million, which represented a 4.8% increase from net sales
of $190.7 million in the third quarter of fiscal year 2009.
Improving economic conditions led to higher sales in each of the
quarters following the fourth quarter of fiscal year 2009 when the
impact of the economic downturn had its most adverse affect on the
Company's sales and net sales declined to $136.0 million.  Net
sales for the first quarter of fiscal year 2010 improved to
$150.2 million, a 10.4% increase over the fourth quarter of fiscal
year 2009, and net sales improved to $173.3 million in the second
quarter of fiscal year 2010, a 15.4% increase compared to first
fiscal quarter of fiscal year 2010.  Similarly, net sales further
improved to $199.9 million in the third quarter of fiscal year
2010, a 15.3% increase compared to the second quarter of fiscal
year 2010.  The Company expects this trend of improving sales to
continue, albeit at a more moderate rate, in the fourth quarter of
fiscal year 2010 if the global economy continues to improve.

Gross margin percentage for the third quarter of fiscal year 2010
increased to 18.2% from 12.7% in the third quarter of fiscal year
2009.  Savings from several cost reduction plans that were
initiated throughout fiscal year 2009 were partially responsible
for the improvement.  These improvements were partially offset by
a higher negative gross margin in Film and Electrolytic for the
third quarter of fiscal year 2010 where further cost reductions
are needed in order to offset the impact of lower volume.

Operating income for the third quarter of fiscal year 2010 was
$6.2 million compared to an operating loss of $8.2 million for the
third quarter of fiscal year 2009.  Gross margin increased
$12.1 million as compared to the same quarter of fiscal year 2009.
Operating expenses increased $1.1 million and restructuring
charges were $3.3 million lower than the third quarter of fiscal
year 2009.  In addition, write-down of long-lived assets increased
by $0.7 million over the third quarter of fiscal year 2009 which
was offset by a decrease in loss on sales and disposals of assets
of $814,000 over the third quarter of fiscal year 2009.

Other expense, net increased from an expense of $4.2 million in
the third quarter of fiscal year 2009 to an expense of
$8.1 million in the third quarter of fiscal year 2010.  Other
expense increased in the third quarter of fiscal year 2010 versus
the comparable period in the prior year primarily due to an
increase in foreign currency translation losses and interest
expense increased by $849,000 in the third quarter of fiscal year
2010 compared to the corresponding period in fiscal year 2009 due
to an increase in debt discount amortization.

Income tax benefit for the third quarter of fiscal year 2010 was
$93,000 compared to an income tax expense of $793,000 for the
third quarter of fiscal year 2009.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed total assetsof $743.7 million, total liabilities of
$452.0 million, and $total stockholders' equity of $291.7 million.

A full-text copy of the Company's quarterly report for the third
quarter of fiscal year 2010 is available for free at:

               http://researcharchives.com/t/s?50dd

                        Liquidity and Debt

Cash and cash equivalents increased by $25.8 million for the nine
month period ended December 31, 2009, as compared with a decrease
of $56.0 million during the nine month period ended December 31,
2008.

Cash flows from operations improved by $46.7 million in the nine
month period ended December 31, 2009, compared to the nine month
period ended December 31, 2008.  The Company generated cash from
operating assets and operating liabilities of $13.5 million as it
continued to focus on controlling its working capital.  However,
when compared to the nine month period ended December 31, 2008,
cash generated from operating assets and liabilities decreased by
$1.3 million.  The increase in cash generated from operations
occurred primarily through an improvement in the Company's
operating cost structure.  This improvement was driven largely
through cost savings generated by the cost reduction plans
initiated throughout fiscal year 2009.  The $38.9 million gain on
early extinguishment of debt and the $81.1 million increase in the
warrant value were non-cash items and did not affect cash provided
by operations in the nine month period ended December 31, 2009.
Similarly, two large non-cash items affected net income in the
nine month period ended December 31, 2008, but did not affect cash
provided by operations.  These items included goodwill impairment
and the write down of long-lived assets for $239.5 million.

Cash used in investing activities was $9.1 million for nine month
period ended December 31, 2009, compared to cash provided by
investing activities of $6.2 million in the nine month period
ended December 31, 2008.  The primary reason for the decrease was
the receipt of $34.9 million in proceeds from the sale of assets
in the nine month period ended December 31, 2008, and an increase
of $1.5 million in restricted cash for the nine month ended
December 31, 2009. due to amounts received from the Ministry of
Economy in Mexico to be utilized for salary or salary related
expenses for our Mexican operations.  These decreases in cash used
in investing activities were partially offset by a $20.1 million
decrease in capital expenditures and a decrease of $1.0 million
related to acquisitions in the nine month period ended
December 31, 2009, compared to the nine month period ended
December 31, 2008.

Cash used in financing activities was $1.1 million in the nine
month period ended December 31, 2009, as compared to cash used in
financing activities of $50.1 million in the nine month period
ended December 31, 2008.

As of December 31, 2009, the Company was in compliance with its
financial covenants under the Revised Amended and Restated
Platinum Credit Facility and Facility A with UniCredit Corporate
Banking S.p.A..  In addition, based on the Company's performance
for the nine month period ended December 31, 2009, and future
operating plans, the Company currently forecasts that the Company
will be in compliance with the financial covenants required by the
Revised Amended and Restated Platinum Credit Facility and Facility
A at each of the measurement dates during fiscal year 2010.  The
Company continues to anticipate a steady recovery over the next
several quarters of the principal markets and industries into
which its products are sold.  The Company's expectations in this
regard are based on various information sources including industry
surveys and input from various key customers.  Notwithstanding the
Company's performance during the nine month period ended
December 31, 2009, there can be no assurance that the Company will
achieve its forecasted operating profit, generate adequate
liquidity, or meet the financial covenants required by the Revised
Amended and Restated Platinum Credit Facility and the UniCredit
facilities for the balance of the fiscal year.

The Company's liquidity needs arise from working capital
requirements, capital expenditures, principal and interest
payments on debt, and costs associated with the implementation of
restructuring plans.  Historically, these cash needs have been met
by cash flows from operations, borrowings under credit agreements,
and existing cash balances.

At December 31, 2009, and March 31, 2009, the Company had total
long-term debt of outstanding of $222.1 million and
$280.8 million, respectively.

                       Going Concern Doubt

In its report dated June 30, 2009, regarding the Company's
consolidated financial statements, KPMG LLP, expressed substantial
doubt about the Company's ability to continue as a going concern
as a result of the decline in net sales, profitability and
liquidity during the year ended March 31, 2009, the Company's
expectation that it will achieve the required level of
profitability under an "EBITDA" covenant by only a narrow margin
and that, given the degree of uncertainty with respect to the
near-term outlook for the global economy and the possible effects
on the Company's operations, there is significant uncertainty as
to whether the Company's forecasts will be achieved. .

                     About KEMET Corporation

Based in Simpsonville, South Carolina, KEMET Corporation (OTC  BB:
KEME) -- http://www.kemet.com/-- is a leading manufacturer of the
majority of capacitor types, including tantalum, multilayer
ceramic, solid aluminum, plastic film, paper and electrolytic
capacitors.  Capacitors are electronic components that store,
filter and regulate electrical energy and current flow and are one
of the essential passive components used in circuit boards.

KEMET manufactures capacitors in Bulgaria, China, Finland,
Germany, Indonesia, Italy, Mexico, Portugal, Sweden, the United
Kingdom, and the United States.  Substantially all of the
manufacturing previously located in the United States has been
relocated to the Company's lower-cost manufacturing facilities in
Mexico and China.  Production that remains in the U.S. focuses
primarily on early-stage manufacturing of new products and other
specialty products for which customers are predominantly located
in North America.


KING REAL ESTATE: Maverick Bids $1.5 Million for Most Assets
------------------------------------------------------------
King Real Estate Holdings, LLC, proposes to sell:

   (A) The leasehold interest in that certain Lease Agreement
       dated August 2, 2005, by and between Clark County (as
       lessor) and Debtor (as lessee by assignment) concerning
       certain real property located at the Henderson Executive
       Airport, together with all easements, air, mineral and
       riparian rights and all tenements, hereditaments,
       privileges, and appurtenances belonging or in any way
       appertaining thereto;

   (B) All buildings, structures and improvements situate on the
       Leasehold Interest; and

   (C) The use of appurtenant easements to the Leasehold Interest,
       whether or not of record, strips and rights-of-way
       abutting, adjacent, contiguous, or adjoining the Leasehold
       Interest;

to Maverick Helicopters, Inc., for $1.5 million, subject to any
higher and better offers.

Any competing bids must be received by the Debornot by 5:00 p.m.,
Pacific Time, on February 24, 2010.  If necessary, an auction will
be held on February 25, 2010, at 10:00 a.m., Pacific Time, at the
United States Bankruptcy Court for the District of Nevada in Las
Vegas.  The Honorable Chief Judge Mike Nakagawa will convene a
Sale Hearing on March 3, 2010, at 3:00 p.m., Pacific Time.

Objections to sale must be filed by 9:00 a.m. on February 25,
2010, and served on:

    Debtor's counsel:

         Brian C. Whitaker, Esq.
         Woods Erickson Whitaker & Maurice LLP
         1349 W. Galleria Drive, Suite 200
         Henderson, NV 89014

    Counsel for Clark County:

         Philip Gerson, Esq.
         Olson, Cannon, Gormley & Desruisseaux
         9950 West Cheyenne Avenue
         Las Vegas, NV 89129


    Counsel for Maverick Helicopters:

         Robert Atkinson, Esq.
         Kupperlin Law
         10120 S. Eastern Ave., Suite 202
         Henderson, NV 89052

    Counsel for Sundance Helicopters, Inc.

         Anthony A. Zmaila, Limited PLLC
         265 E. Warm Springs, Suite 100
         Las Vegas, NV 89119

King Real Estate Holdings LLC, based in Las Vegas., Nev., filed a
Chapter 11 petition (Bankr. D. Nev. Case No. 09-11314) on
January 30, 2009, estimating its assets and debts at less than
$10 million at the time of the filing.


L&M GBC APT: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: L&M GBC APT LLC
        223 Dolphin Cove Ct
        Bonita Springs, FL 34134

Bankruptcy Case No.: 10-02532

Chapter 11 Petition Date: February 4, 2010

Court: United States Bankruptcy Court
       Middle District of Florida (Ft. Myers)

Debtor's Counsel: Clare A. Casas, Esq.
                  Lanshe & Casas PA
                  9600 West Sample Road, Suite 205
                  Coral Springs, FL 33065
                  Tel: (954) 255-2022
                  Fax: (954) 255-1902
                  Email: clarecasas@bellsouth.net

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

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

According to the schedules, the Company has assets of $1,819,313,
and total debts of $3,401,818.

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/flmb10-02532.pdf

The petition was signed by Steven Loveless, partner of the
Company.


LANDAMERICA FINANCIAL: Unit Sues UnitedTech For Contract Breach
---------------------------------------------------------------
Law360 reports that a bankrupt subsidiary of insurer LandAmerica
Financial Group Inc. that recently sold its assets to UnitedTech
Lender Services Inc. has lodged an adversary complaint that
accuses UnitedTech of using funds from the deal for items outside
its contractual scope, such as prepetition liabilities.

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDMARK FENCE: Alter Ego Claims Belong to Debtor's Estate
----------------------------------------------------------
WestLaw reports that alter ego claims asserted by a corporate
Chapter 11 Debtor's employees, seeking to hold its sole
shareholder and chief executive officer personally liable for
overtime that the employees had allegedly worked without receiving
any additional pay or benefits, based on an alleged lack of
separation between the corporation and the CEO, who allegedly made
all corporate decisions and controlled all finances, including
those dealing with employment and pay issues, were general alter
ego claims, that belonged to the bankruptcy estate.  The lack of
separation on which the employees relied as a basis for piercing
the corporate veil and holding the CEO personally liable for
unpaid overtime severely impacted the financial condition of the
corporation as a whole and resulted in general damages to all
creditors.  In re Landmark Fence Co. Inc., --- B.R. ----, 2010 WL
148850 (Bankr. C.D. Cal.).

Landmark Fence Co., Inc., sought Chapter 11 protection (Bankr.
C.D. Calif. Case No. 09-20206) on May 14, 2009, is represented by
Charles Liu, Esq., and Marc J. Winthrop, Esq., at Winthrop Couchot
in Newport Beach, Calif, and estimated its assets at less than
$100,000 and debts at more than $1 million at the time of the
filing.


LAS VEGAS SANDS: Bank Debt Trades at 13% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 87.31 cents-
on-the-dollar during the week ended Friday, Feb. 5, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.77
percentage points from the previous week, The Journal relates.
The Company pays 175 basis points above LIBOR to borrow under the
facility.  The debt matures on May 1, 2014, and carries Moody's B3
rating and Standard & Poor's B- rating.

Meanwhile, participations in a syndicated loan under which
Venetian Macau US Finance Co., LLC, is a borrower traded in the
secondary market at 95.16 cents-on-the-dollar during the week
ended Friday, Feb. 5, 2010, according to data compiled by Loan
Pricing Corp. and reported in The Wall Street Journal.  This
represents a drop of 0.54 percentage points from the previous
week, The Journal relates.  The Company pays 550 basis points
above LIBOR to borrow under the facility.  The debt matures on
May 25, 2011, and carries Moody's B3 rating and Standard & Poor's
B- rating.

The syndicated loans are two of the biggest gainers and losers
among 180 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

Venetian Macau US Finance Co., LLC (also known as VML US Finance
LLC), and Venetian Macau Limited are wholly owned subsidiaries of
Las Vegas Sands.  Venetian Macau Limited owns the Sands Macau in
the People's Republic of China Special Administrative Region of
Macau and is also developing additional casino hotel resort
properties in Macau.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

As reported by the TCR on Aug. 4, 2009, Moody's placed Las Vegas
Sands Corp.'s ratings, including its "B3" Corporate Family Rating,
on review for possible downgrade.  Moody's cited weak operating
results and heightened concern regarding the Company's ability to
maintain compliance with financial covenants, among other things.

The Company also carries "B-" issuer credit ratings from Standard
& Poor's.


LAUREATE EDUCATION: Bank Debt Trades at 7% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Laureate
Education, Inc., is a borrower traded in the secondary market at
93.00 cents-on-the-dollar during the week ended Friday, Feb. 5,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.81 percentage points from the previous week, The Journal
relates.  The Company pays 325 basis points above LIBOR to borrow
under the facility.  The debt matures on Aug. 17, 2014, and
carries Moody's B1 rating and Standard & Poor's B rating.  The
syndicated loan is one of the biggest gainers and losers among 180
widely quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Laureate Education, Inc., is based in Baltimore, Maryland, and
operates a leading international network of accredited campus-
based and online universities with 26 institutions in 15
countries, offering academic programs to about 311,000 students
through 74 campuses and online delivery.  Laureate offers a broad
range of career-oriented undergraduate and graduate programs
through campus-based universities located in Latin America,
Europe, and Asia.  Through online universities, Laureate offers
the growing population of non-traditional, working-adult students
the convenience and flexibility of distance learning to pursue
undergraduate, master's and doctorate degree programs in major
career fields including engineering, education, business, and
healthcare.  Laureate had revenues of approximately $1.4 billion
in fiscal 2007.


LEAP WIRELESS: Bank of New York Mellon Reports 6.46% Stake
----------------------------------------------------------
The Bank of New York Mellon Corporation disclosed that as of
December 31, 2009, it may be deemed to beneficially own 5,001,416
shares or roughly 6.46% of the common stock of Leap Wireless
International, Inc.

The Troubled Company Reporter on February 2, 2010, citing The Wall
Street Journal's Jeffrey McCracken and Niraj Sheth, said Leap
Wireless has hired Goldman Sachs Group and formed a special board
committee to look into selling the company or merging with rivals.

                           About Leap

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarily
into rural markets.  It has customers in 34 states and annual
sales around $2.3 billion, making it the seventh-largest wireless
carrier in the U.S., according to The Wall Street Journal.

As of September 30, 2009, Leap had $5.36 billion in total assets,
including $222.9 million in cash and cash equivalents, against
total liabilities of $3.55 billion and redeemable noncontrolling
interests of $75.7 million, resulting in $1.74 billion in
stockholders' equity.

                          *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the "B-" long-term corporate credit rating and
"B+" secured bank loan rating on subsidiary Cricket Communications
Inc.


LEAP WIRELESS: BlackRock Reports 6% Equity Stake
------------------------------------------------
BlackRock Inc. disclosed that as of December 31, 2009, it may be
deemed to beneficially own 4,648,024 shares or roughly 6% of the
common stock of Leap Wireless International, Inc.

The Troubled Company Reporter on February 2, 2010, citing The Wall
Street Journal's Jeffrey McCracken and Niraj Sheth, said Leap
Wireless has hired Goldman Sachs Group and formed a special board
committee to look into selling the company or merging with rivals.

                           About Leap

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarily
into rural markets.  It has customers in 34 states and annual
sales around $2.3 billion, making it the seventh-largest wireless
carrier in the U.S., according to The Wall Street Journal.

As of September 30, 2009, Leap had $5.36 billion in total assets,
including $222.9 million in cash and cash equivalents, against
total liabilities of $3.55 billion and redeemable noncontrolling
interests of $75.7 million, resulting in $1.74 billion in
stockholders' equity.

                          *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the "B-" long-term corporate credit rating and
"B+" secured bank loan rating on subsidiary Cricket Communications
Inc.


LEAP WIRELESS: Cancels Registration of 7.75% Senior Secured Notes
-----------------------------------------------------------------
Leap Wireless International, Inc.; Cricket Communications, Inc.;
and Cricket License Company, LLC, filed a Form 15 to cancel the
registration of the Company's 7.75% Senior Secured Notes due 2016
and Guarantees of 7.75% Senior Secured Notes due 2016.

Leap said as of January 29, 2010, the securities were held by 40
entities.

Each of Cricket Licensee (Reauction), LLC, Cricket Licensee I, LLC
and Cricket Licensee 2007, LLC were subsidiary guarantors of the
7.75% Senior Secured Notes due 2016 and their guarantees were
registered in the Registration Statement on Form S-4 filed with
Securities and Exchange Commission on October 15, 2009 (File No.
333-162510).  On December 31, 2009, Cricket Licensee I, LLC and
Cricket Licensee 2007, LLC were merged with and into Cricket
Licensee (Reauction), LLC.  In connection with such merger,
Cricket Licensee (Reauction), LLC changed its name to Cricket
License Company, LLC.

The Troubled Company Reporter on February 2, 2010, citing The Wall
Street Journal's Jeffrey McCracken and Niraj Sheth, said Leap
Wireless has hired Goldman Sachs Group and formed a special board
committee to look into selling the company or merging with rivals.

                           About Leap

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarily
into rural markets.  It has customers in 34 states and annual
sales around $2.3 billion, making it the seventh-largest wireless
carrier in the U.S., according to The Wall Street Journal.

As of September 30, 2009, Leap had $5.36 billion in total assets,
including $222.9 million in cash and cash equivalents, against
total liabilities of $3.55 billion and redeemable noncontrolling
interests of $75.7 million, resulting in $1.74 billion in
stockholders' equity.

                          *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the "B-" long-term corporate credit rating and
"B+" secured bank loan rating on subsidiary Cricket Communications
Inc.


LEAP WIRELESS: Iridian Asset Management Reports 5% Stake
--------------------------------------------------------
Iridian Asset Management LLC, David L. Cohen and Harold J. Levy
disclosed that as of December 31, 2009, they may be deemed to
beneficially own in the aggregate 3,896,869 shares of Common Stock
of Leap Wireless International Inc., which equates to roughly 5.0%
of the outstanding shares.

Iridian has direct beneficial ownership of the shares of Common
Stock in the accounts for which it serves as the investment
adviser under its investment management agreements.  Messrs. Cohen
and Levy may be deemed to possess beneficial ownership of the
shares of Common Stock beneficially owned by Iridian.

Iridian is majority owned by Arovid Associates LLC, a Delaware
limited liability company owned and controlled by the following:
12.5% by Mr. Cohen, 12.5% by Mr. Levy, 37.5% by LLMD LLC, a
Delaware limited liability company, and 37.5% by ALHERO LLC, a
Delaware limited liability company.  LLMD LLC is owned 1% by Mr.
Cohen, and 99% by a family trust controlled by Mr. Cohen.  ALHERO
LLC is owned 1% by Mr. Levy and 99% by a family trust controlled
by Mr. Levy.  Each of Messrs. Cohen and Levy has a controlling
interest in Iridian, and serves as Co-Chief Executive Officer and
Co-Chief Investment Officer of Iridian.

The Troubled Company Reporter on February 2, 2010, citing The Wall
Street Journal's Jeffrey McCracken and Niraj Sheth, said Leap
Wireless has hired Goldman Sachs Group and formed a special board
committee to look into selling the company or merging with rivals.

                           About Leap

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarily
into rural markets.  It has customers in 34 states and annual
sales around $2.3 billion, making it the seventh-largest wireless
carrier in the U.S., according to The Wall Street Journal.

As of September 30, 2009, Leap had $5.36 billion in total assets,
including $222.9 million in cash and cash equivalents, against
total liabilities of $3.55 billion and redeemable noncontrolling
interests of $75.7 million, resulting in $1.74 billion in
stockholders' equity.

                          *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the "B-" long-term corporate credit rating and
"B+" secured bank loan rating on subsidiary Cricket Communications
Inc.


LEHMAN BROTHERS: Investors Try to Revive Minibonds Action
---------------------------------------------------------
Law360 reports that investors in minibonds marketed by Lehman
Brothers Holdings Inc. have appealed to the U.S. District Court
for the Southern District of New York a bankruptcy court's
dismissal of their class action, which sought to prevent the
seizure of more than $1 billion in collateral currently held by
HSBC Bank USA.

Meanwhile, ABI reports that U.S. District Judge Lewis A. Kaplan on
Tuesday threw out a lawsuit by participants in Lehman Brothers
Holdings Inc.'s retirement plan over allegations that the
company's directors knew of Lehman's deteriorating financial
condition but failed to protect the plan.

                      About Lehman Brothers

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

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

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

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

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

               International Operations Collapse

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

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

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


LEHMAN BROTHERS: S&P Withdraws LBDP's Issuer Credit Ratings
-----------------------------------------------------------
Standard & Poor's Ratings Services withdrew its issuer credit
ratings on Lehman Brothers Derivative Products Inc. and Lehman
Brothers Financial Products Inc.  The ratings were on CreditWatch
negative before the withdrawal.  LBDP and LBFP are derivative
product companies that intermediate interest rate and currency
swap transactions between Lehman Brothers Special Financing Inc.
and market counterparties.  LBDP is a termination structure and
LBFP is a continuation structure.

The rating withdrawals reflect S&P's view that S&P has
insufficient information to assess the DPCs' ability to perform
their swap obligations to the counterparties following an extended
period in which they have not sent information regarding their
capital adequacy and continued performance to those
counterparties.

The two DPCs had supplied capital reports until shortly before
they filed for voluntary bankruptcy on Oct. 5, 2008, two weeks
after Lehman Brothers Inc. filed for voluntary bankruptcy in
September 2008.  LBDP's reports indicated that it had sufficient
financial resources to pay outstanding counterparty marks on the
scheduled termination payment day.  LBFP's reports stated that it
had sufficient financial resources to enable the contingent
manager to hedge LBFP's swaps according to its guidelines.  After
LBDP and LBFP filed for bankruptcy, S&P lowered its issuer credit
ratings on the DPCs to "CCt" and "CC", respectively, and placed
the ratings on CreditWatch negative because S&P believed the
filings would likely increase the uncertainty regarding LBDP's
termination payment process and LBFP's outstanding swap
performance.

While the bankruptcy court proceedings continue as of Feb. 4,
2010, S&P has not received any new information from LBDP and LBFP
regarding their capital adequacy and swap performance since their
bankruptcy filings.  In the absence of this information, S&P is
withdrawing its issuer credit ratings on the DPCs.

                        Ratings Withdrawn

             Lehman Brothers Derivative Products Inc.

                                      Rating
                                      ------
   Issuer credit rating        To                 From
   --------------------        --                 ----
   Foreign currency            NR                 CCt/Watch Neg
   Local currency              NR                 CCt/Watch Neg

             Lehman Brothers Financial Products Inc.

                                      Rating
                                      ------
   Issuer credit rating        To                 From
   --------------------        --                 ----
   Foreign currency            NR                 CC/Watch Neg
   Local currency              NR                 CC/Watch Neg

   NR - Not rated.


LEHMAN BROTHERS: Amended Suit Filed vs. 3 Units & 10 Managers
-------------------------------------------------------------
A First Amended Complaint was filed before the U.S. District Court
for the Southern District of New York on January 31, 2010, against
three Lehman Brothers affiliates and 10 Lehman managers.  The
complaint was originally filed on October 30, 2009, and was
assigned case number 1-cv-09-9100.

The filing was for "over 60 limited partners" (LPs) within LBREP
III who contributed funds to the effort to recover for real estate
losses.  The LPs appointed a 4-member Committee to prosecute the
action as representatives and retain counsel, Arthur Russell of
New York, and Ted Parker of Orinda, CA.  Class Period is November
2007 to May 2008.  LBREP III Class Members may move to serve as
lead plaintiff until April 6, 2010 -- 60 days after the Notice of
Amended Class action was issued.

The suit alleges PPM misstatements and omissions by Lehman
affiliates in selling partnership interests in LBREP III: PPMs
said investments would buy properties in the current market, but
Lehman merely dumped its overpriced investments onto investors
along with Lehman's substantial losses.

A lead plaintiff acts for other class members in directing
litigation.  To be appointed, the Court determines that the claim
is typical and he/she will adequately represent the class.  One or
more class members may be "lead plaintiffs."  The Committee seeks
an order entitling all members to be lead plaintiffs.

Contact Parker Law Firm to discuss any questions concerning the
Notice at:

          Ted Parker, Esq.
          PARKER LAW FIRM
          Tel: (925) 254-8011
          tedparkerlaw@gmail.com

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)


LEVEL PROPANE: 6th Cir. Says Motions to Vacate Were Too Late
------------------------------------------------------------
WestLaw reports that a bankruptcy court did not abuse its
discretion in determining that a creditor's motion to vacate
several key orders in the underlying bankruptcy case on the basis
of fraud was not brought within a "reasonable" time, within the
meaning of the rule governing motions for relief from judgment.
The bankruptcy case was more than seven years old, and allegations
of fraud were raised by the Chapter 11 Debtors' former sole
shareholder within the first six months of the case.  A court-
appointed examiner, moreover, thoroughly investigated the
allegations and concluded that the evidence did not support the
allegations of misconduct.  The Debtors' former sole shareholder
made at least five subsequent unsuccessful attempts to overturn
key orders based on his allegations of fraud.  Through its motion,
the creditor was attempting "one more bite at the apple" by
submitting "new" items of evidence going to the same issues of
fraud.  In re Level Propane Gases, Inc., ---B.R.----, 2010 WL
338818 (6th Cir. BAP).

Creditors of Level Propane Gasses, Inc., filed an involuntary
Chapter 7 petition against the company on June 11, 2002.  On
June 11, 2002, the Bankruptcy Court approved an Agreed Order and
Stipulation which converted the case to a chapter 11 proceeding.
During the second year of the bankruptcy case, the former sole
shareholder, William Maloof began to make allegations of fraud.
Prof. Ray Warner was appointed as examiner on April 30, 2003.  On
June 6, 2003, the Examiner filed his report with the Court, and
concluded that the evidence did not support the allegations of
misconduct on the part of Debtors' attorneys, Benesch Friedlander
Coplan & Aronoff.  On July 2, 2003, the Debtors' propane
distribution business was sold as a going concern.  On January 21,
2004, the Debtors' parking lot business was sold as a going
concern.


LIBBEY INC: Receives Tenders & Consents for Senior Secured Notes
----------------------------------------------------------------
Libbey Inc. said that its wholly-owned subsidiary Libbey Glass
Inc., in connection with its previously announced tender offer and
consent solicitation, had received, as of 5:00 p.m. New York City
time, on February 5, 2010, tenders and consents from holders of
$306 million in aggregate principal amount, representing 100% of
the total outstanding principal amount, of Libbey Glass's Floating
Rate Senior Secured Notes due 2011 (CUSIP No. 52989LAC3).

Tendered Notes could have been withdrawn at any time on or prior
to 5:00 p.m., New York City time, on February 5, 2010.  Because
the Withdrawal Date has passed, Notes tendered and consents given
may not be validly withdrawn or revoked, other than as required by
applicable law.  The tender offer is scheduled to expire at
11:59 p.m., New York City time, on February 22, 2010, unless
extended by Libbey Glass.

Libbey Glass expects to accept for purchase all Notes validly
tendered on February 8, 2010.  Libbey Glass's obligation to accept
for purchase and pay the consideration for validly tendered Notes
is subject to, and conditioned upon, satisfaction or, where
applicable, Libbey Glass's waiver of, a series of related
refinancing transactions and certain other conditions listed in
the Statement.  Libbey Glass reserves the right to waive any and
all conditions to the Offer.

The principal purpose of the Offer was to acquire all outstanding
Notes and to eliminate substantially all of the restrictive
covenants and to modify certain of the events of default and other
provisions in the Indenture.

Libbey Glass engaged Barclays Capital Inc. and BofA Merrill Lynch
to act as Dealer Managers and Solicitation Agents for the Offer
and Bondholder Communications Group, LLC to act as Information and
Tender Agent for the Offer.  Questions regarding the terms of the
Offer may be directed to Barclays Capital Inc. at (800) 438-3242
(toll free) or (212) 528-7581 (collect) or BofA Merrill Lynch at
(888) 292-0070 (toll free) or (980) 388-9217 (collect).  Questions
regarding procedures for tendering Notes or requests for
documentation may be directed to Bondholder Communications Group,
LLC at (888) 385-2663 (toll free) or (212) 809-2663 (collect).

Based in Toledo, Ohio, since 1888, Libbey operates glass tableware
manufacturing plants in the United States in Louisiana and Ohio,
as well as in Mexico, China, Portugal and the Netherlands.  Libbey
supplies tabletop products to foodservice, retail, industrial and
business-to-business customers in over 100 countries.  In 2008,
Libbey Inc.'s net sales totaled $810.2 million.

                           *    *    *

According to the Troubled Company Reporter on Feb. 1, 2010,
Standard & Poor's Ratings Services said that it affirmed its "B"
corporate credit rating on Toledo, Ohio-based Libbey Inc.  The
outlook is stable.


LIGHTPATH TECH: Swings to $41,676 Net Income in Dec. Quarter
------------------------------------------------------------
LightPath Technologies, Inc., announced Thursday financial results
for the fiscal second quarter ended December 31, 2009.

Net income for the second quarter of fiscal 2010 was $41,676 or
$0.01 per basic and $0.00 per diluted common share, compared with
a net loss of $1.7 million or $0.29 per basic and diluted per
common share for the same period in fiscal 2009.  Weighted-average
shares outstanding increased to 8,163,675 in the second quarter of
fiscal 2010 compared to 5,892,829 in the second quarter in fiscal
2009 primarily due to the issuance of shares of common stock
related to a private placement in the first quarter of fiscal
2010.

Revenue for the second quarter of fiscal 2010 ended December 31,
2009, totaled $2.2 million compared to $1.9 million for the second
quarter of fiscal 2009, an increase of 16%.  The increase from the
second quarter of the prior fiscal year was primarily attributable
to higher sales volumes of precision molded optics offset by lower
volumes of isolators.

Mr. Jim Gaynor, President and CEO of LightPath, commented, "I am
extremely pleased to report LightPath's first positive net income
quarter in our history.  We were able to achieve this net income
due to hig her revenue, solid margin performance and lower SG&A
expenses. Second fiscal quarter revenue increased 37.5% over the
first fiscal quarter and we continued to grow our order backlog
which increased 29% over the first quarter of fiscal 2010.  This
growth is driven primarily by increased business resulting from
our new recently released low cost RoHS compliant lenses for laser
tools and telecom applications.  SG&A expenses in the second
fiscal quarter were lower due a one time payment related to a D&O
insurance claim and the extension of our investor relations media
contract.  As we continue to grow our top line and increase our
unit volume we anticipate continued margin improvement and
profitability resulting from better fixed cost utilization and our
previously announced direct cost improvements."

Mr. Gaynor continued, "We have identified markets that offer
substantial growth opportunity and we have introduced products
designed for these markets.  We have organized our sales channels
to address these markets and we are implementing our strategic
plan to penetrate these markets.  These improvements along with
continued aggressive cash management have positioned LightPath to
become cash positive and reach its profitability goals."

Gross margin percentage in the second quarter of fiscal 2010
compared to second quarter of fiscal 2009 increased to 43% from
25%.  Total manufacturing cost of $1,269,000 was approximately
$170,000 lower in the second quarter of fiscal 2010 compared to
the same period of the prior fiscal year.

During the second quarter of fiscal 2010 total costs and expenses
decreased $590,000 to $754,000 compared to $1.3 million for the
same period in fiscal 2009.  Included in total costs and expenses
for the second quarter of fiscal 2010 were $544,000 in selling,
general and administrative expenses, which decreased $565,000 or
51% from $1.1 million for the same period in the prior fiscal
year.  The decrease in selling, general and administrative
expenses included a reduction in salaries and benefits of $124,000
for the second quarter of fiscal 2010 compared to the same period
in fiscal 2009 resulting from reduced headcount and salary
reductions.  The Company also had an $88,000 decrease in
consulting fees, a $27,000 decrease in rent expense, a $33,000
decrease in board of directors fees and a decrease of $11,000 in
accounting fees.  Also, in the second quarter of fiscal 2010,
LightPath benefited from the receipt of a one-time payment in the
amount of $280,000 from the sale of its insurance claim against
the Company's prior D&O insurance carrier as a reimbursement of
legal expenses the Company incurred.  As a result, total operating
income for the second quarter of fiscal 2010 improved to $204,000
compared to a loss of $877,000 for the same period in fiscal 2009.

Interest expense was approximately $163,000 in the second quarter
of fiscal 2010 as compared to $854,000 in the second quarter of
fiscal 2009.

                        Six Months Results

Revenue for the first six months of fiscal 2010 ended December 31,
2009, totaled $3.8 million compared to $4.2 million for the first
half of fiscal 2009, a decrease of 11%.  The decrease from the
first half of the prior fiscal year was primarily attributable to
lower sales volumes across all product lines except precision
molded optics.

Total manufacturing cost of $2.2 million was $988,000 lower in the
first half of fiscal 2010 compoared to the same period of the
prior fiscal year.

During the first half of fiscal 2010 total operating expenses
decreased $900,000 to $1.9 million compared to $2.8 million for
the same period in fiscal 2009.  As a result, total operating loss
for the first half of fiscal 2010 improved to $323,000 compared to
a loss of $1.8 million for the same period in fiscal 2009.

Net loss for the first half of fiscal 2010 was $665,000 or $0.09
per basic and diluted common share, compared with a net loss of
$2.7 million or $0.49 per basic and diluted per common share for
the same period in fiscal 2009.  Weighted-average shares
outstanding increased to 7,739,087 in the first half of fiscal
2010 compared to 5,652,444 in the first half in fiscal 2009
primarily due to the issuance of shares of common stock related to
the private placement in the first quarter of fiscal 2010.

                          Balance Sheet

Cash and cash equivalents totaled $906,000 at December 31, 2009.
Total current assets and total assets at December 31, 2009, were
$3.9 million and $6.6 million compared to $3.3 million and
$5.8 million, respectively, at June 30, 2009.  Total current
liabilities and total liabilities at December 31, 2009, were
$1.6 million and $3.8 million compared to $2.0 million and
$4.1 million, respectively, for June 30, 2009.  As a result, the
current ratio as of December 31, 2009, improved to 2.66 to 1
compared to 2.43 to 1 as of June 30, 2009.  Total stockholders'
equity at December 31, 2009, totaled $2.7 million compared to
$1.7 million at June 30, 2009.

As of December 31, 2009, backlog of orders scheduled to ship in
the next 12 months, was $4.0 million compared to $2.3 million as
of June 30, 2009.

A full-text copy of the Company's Form 10-Q for the fiscal second
quarter ended December 31, 2009, is available for free at:

               http://researcharchives.com/t/s?50df

                       Going Concern Doubt

"Because of the current operating loss of $323,000 for the six
months ended December 31, 2009, as well as recurring operating
losses during fiscal years 2009 and 2008 of $2.5 million and
$5.5 million, respectively, and cash used in operations for the
six months ended December 31, 2009, of $479,000 as well as cash
used in operations during fiscal years 2009 and 2008 of
$1.5 million and $3.4 million, respectively, there is substantial
doubt about our ability to continue as a going concern.  Our
continuation as a going concern is dependent on attaining
profitable operations through achieving revenue growth targets."

                   About LightPath Technologies

Based in Orlando, Florida, LightPath Technologies, Inc. (NASDAQ:
LPTH) -- http://www.lightpathc.com/ -- manufactures optical
products including precision molded aspheric optics, GRADIUM(R)
glass products, proprietary collimator assemblies, laser
components utilizing proprietary automation technology, higher-
level assemblies and packing solutions.


LINK DEVELOPMENT: Section 341(a) Meeting Scheduled for March 8
--------------------------------------------------------------
The U.S. Trustee for Region 1 will convene a meeting of creditors
in Link Development, LLC's Chapter 11 case on March 8, 2010, at
1:00 p.m.  The meeting will be held at Suite 1055, U.S. Trustee's
Office, John W. McCormack Federal Building, 5 Post Office Square,
10th Floor, Boston, MA 02109-3934.

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.

Boston, Massachusetts-based Link Development, LLC, filed for
Chapter 11 bankruptcy protection on January 28, 2010 (Bankr. D.
Mass. Case No. 10-10786).  Scott R. Stevenson, Esq., at Stevenson
& Lynch, P.C., assists the Company in its restructuring effort.
The Company listed $10,000,001 to $50,000,000 in assets and
$1,000,001 to $10,000,000 in liabilities.


M & Z: Section 341(a) Meeting Scheduled for March 3
---------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in M & Z Valley Associates, LLC's Chapter 11 case on March 3,
2010, at 9:00 a.m.  The meeting will be held at 411 W Fourth St.,
Room 1-159, Santa Ana, CA 92701.

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.

Capistrano Beach, California-based M & Z Valley Associates, LLC,
filed for Chapter 11 bankruptcy protection on January 28, 2010
(Bankr. C.D. Calif. Case No. 10-11079).  Richard A. Marshack,
Esq., at Marshack Hays 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.


M & Z: List of Nine Largest Unsecured Creditors
-----------------------------------------------
M & Z Valley Associates, LLC, has filed with the U.S. Bankruptcy
Court for the Central District of California 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/cacb10-11079.pdf

Capistrano Beach, California-based M & Z Valley Associates, LLC,
filed for Chapter 11 bankruptcy protection on January 28, 2010
(Bankr. C.D. Calif. Case No. 10-11079).  Richard A. Marshack,
Esq., at Marshack Hays 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.


M/I HOMES: Moody's Affirms Corporate Family Rating at "B3"
----------------------------------------------------------
Moody's Investors Service affirmed all the ratings of M/I Homes,
Inc., including its corporate family rating of B3, its probability
of default rating of B3, its senior notes rating of Caa1, its
preferred stock rating of Caa3, and its speculative-grade
liquidity rating of SGL-3.  At the same time, the outlook was
revised to stable from negative.

The revision of the outlook to stable from negative acknowledges
M/I Homes' success in 2009 in generating positive cash flow,
building its unrestricted cash position relative to debt, and
remaining in compliance with its financial covenants.  In
addition, the company's improving financial performance in the
second half of 2009 suggests that it may return to profitability
in 2010, which could enable its key credit metrics to gradually
return to levels more consistent with a B-rated company.

The B3 corporate family rating reflects the weakness in many of
M/I homes' key credits metrics, including interest coverage and
return on assets.  Even if the company were to return to
profitability in the coming quarters, Moody's would expect these
metrics to remain weak for at least the remainder of 2010.  In
addition, several of its better-performing metrics in 2009,
including free cash flow to debt and funds from operations to
debt, are expected to weaken in 2010 as cash flow generation
(excluding the impact of tax refunds) may potentially erode and/or
turn negative as working capital needs increase, due to
reinvestment in inventory.

At the same time, the company's corporate family rating is
supported by its relatively modest adjusted debt to capitalization
ratio relative to its similarly-rated peers.  Whether or not M/I
Homes can improve this metric in 2010 and 2011 will be a key
ratings driver.  In addition, the rating acknowledges M/I Homes'
conservative and disciplined operating strategy, which has helped
the company stay relatively clear of significant off balance sheet
obligations and long land positions.

The SGL assessment takes into account internal and external
sources of liquidity, covenant compliance, and alternate sources
of liquidity.  M/I Homes' SGL-3 rating indicates an adequate
liquidity profile.  The company's positive cash flow generation,
growing cash balance, and current headroom under its financial
covenants are offset by the expectation of reduced cash flow in
2010, the uncertain impact of its revolver maturing in October of
2010, and the lack of any significant sources of alternate
liquidity.

These rating actions were taken:

* Corporate family rating affirmed at B3;

* Probability of default rating affirmed at B3;

* $200 million senior unsecured notes rating changed to Caa1
  (LGD4, 59%) from Caa1 (LGD4, 64%);

* $100 million preferred stock rating affirmed at Caa3 (LGD6,
  99%);

* Speculative grade liquidity rating affirmed at SGL-3;

* Outlook revised to stable from negative.

Moody's most recent announcement concerning the ratings for M/I
Homes was on March 5, 2009, when all of the ratings of M/I Homes
were lowered, including the company's corporate family rating to
B3 from B2, senior unsecured notes rating to Caa1 from B3, and
preferred stock to Caa3 from Caa2.

Headquartered in Columbus, Ohio and begun in 1976, M/I Homes,
Inc., sells homes under the trade names M/I Homes and Showcase
Homes, with homebuilding operations located in Columbus and
Cincinnati, Ohio; Indianapolis, Indiana; Chicago, Illinois; Tampa
and Orlando, Florida; Charlotte and Raleigh, North Carolina; and
the Virginia and Maryland suburbs of Washington, D.C.
Homebuilding revenues and consolidated net income for the twelve
months ended December 31, 2009 were approximately $556 million and
($62) million, respectively.


MARKETPLACE DEVELOPMENT: Case Summary & 7 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Marketplace Development, LLC
        8495 Redwood Creek Lane
        San Diego, CA 92126

Bankruptcy Case No.: 10-01677

Chapter 11 Petition Date: February 3, 2010

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

Judge: Louise DeCarl Adler

Debtor's Counsel: Craig E. Dwyer, Esq.
                  8745 Aero Drive, Suite 301
                  San Diego, CA 92123
                  Tel: (858) 268-9909
                  Fax: (858) 268-4230
                  Email: craigedwyer@aol.com

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

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

According to the schedules, the Company has assets of $6,000,000,
and total debts of $2,391,882.

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

            http://bankrupt.com/misc/casb10-01677.pdf

The petition was signed by Jeff Lundstrom, managing member of the
Company.


MARY GAVAN: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Mary E. Gavan
        50 Crimson Vista Lane
        Sedona, AZ 86341

Bankruptcy Case No.: 10-02693

Chapter 11 Petition Date: February 3, 2010

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

Judge: Redfield T. Baum PCT Sr.

Debtor's Counsel: Edwin P. Lee, Esq.
                  Edwin Lee, Attorney, PLC
                  20325 N. 51st Avenue, Suite 134
                  Glendale, AZ 85308
                  Tel: (623) 687-9985
                  Fax: (888) 650-3989
                  Email: ned@edwinleeattorney.com

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

Estimated Debts: $500,001 to $1,000,000

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

The petition was signed by Ms. Gavan.


MCCLATCHY COMPANY: Discloses Amendment to Debt Tender Offer
-----------------------------------------------------------
The McClatchy Company has amended its offer to purchase for cash
any and all of its outstanding 7.125% Notes due  June 1, 2011 (the
"2011 Notes"), which was previously announced on January 27, 2010.
McClatchy has amended the Offer to increase the consideration paid
for each $1,000 principal amount of 2011 Notes that are validly
tendered (and not validly withdrawn) on or before 5:00 p.m., New
York City time on February 9, 2010 (the "Early Tender Date").  The
consideration to be paid for each $1,000 principal amount of
15.75% Senior Notes due 2014 that are validly tendered (and not
validly withdrawn) was amended by Supplement No. 1 to the Offer to
Purchase and Consent Solicitation Statement, dated February 3,
2010 and has not been changed pursuant to this Amendment.

The terms and conditions of the Offer are set forth in the Offer
to Purchase and Consent Solicitation Statement dated January 27,
2010, as amended by Supplement No. 1 to the Offer to Purchase and
Consent Solicitation Statement, dated February 3, 2010 and as
amended by Supplement No. 2 to the Offer to Purchase and Consent
Solicitation Statement, dated February 4, 2010 and the related
Consent and Letter of Transmittal.  The new consideration offered
for the 2011 Notes subject to the Offer is set forth in the
following table:

                                                        Early
                             Principal                  Partic-
    Title of      CUSIP       Amount     Tender Offer   ipation    Total
    Security     Number(s)  Outstanding  Consideration  Premium  Consideration
    --------     ---------  ------------ -------------  -------- -------------
     7.125%
     Notes
     due June
     1, 2011     499040AM5  $166,195,000   $1,000.00     $50.00    $1,050.00


Holders of 2011 Notes that are validly on or before the Early
Tender Date will receive the amount set forth in the table above
under the heading "Total Consideration" for each $1,000 principal
amount of 2011 Notes tendered, which includes an early
participation premium of $50.00 per $1,000 principal amount of
2011 Notes.  Holders of the 2011 Notes that are validly tendered
after the Early Tender Date will receive the amount set forth in
the table above under the heading "Tender Offer Consideration" for
each $1,000 principal amount of 2011 Notes tendered.

The Expiration Date, Early Tender Date, Consent Date, 2011
Withdrawal Date and 2014 Withdrawal Date of the Offer have not
been extended and no other terms of the Offer have been modified
pursuant to this Amendment.

Credit Suisse Securities (USA) LLC is the Lead Dealer Manager and
Solicitation Agent and Lazard Freres & Co. LLC is the Co-Dealer
Manager and Solicitation Agent for the Offer.

                     About McClatchy Company

The McClatchy Company is the third largest newspaper company in
the United States, with 30 daily newspapers, 43 non-dailies, and
direct marketing and direct mail operations.  McClatchy also
operates leading local websites in each of its markets which
extend its audience reach.  The websites offer users comprehensive
news and information, advertising, e-commerce and other services.
Together with its newspapers and direct marketing products, these
interactive operations make McClatchy the leading local media
company in each of its premium high growth markets.  McClatchy-
owned newspapers include The Miami Herald, The Sacramento Bee, the
Fort Worth Star-Telegram, The Kansas City Star, The Charlotte
Observer, and The News & Observer (Raleigh).

McClatchy also owns a portfolio of premium digital assets,
including 14.4% of CareerBuilder, the nation's largest online job
site, 25.6% of Classified Ventures, a newspaper industry
partnership that offers two of the nation's premier classified
websites: the auto website, cars.com, and the rental site,
Apartments.com and 33.3% of HomeFinder, LLC which operates the
real estate website HomeFinder.com.  McClatchy is listed on the
New York Stock Exchange under the symbol MNI.

At September 27, 2009, the Company had $3,325,395,000 in total
assets against $275,532,000 in total current assets and
$2,947,256,000 in total non-current liabilities.

                            *     *     *

According to the Troubled Company Reporter on Jan. 29, 2010,
Moody's Investors Service placed The McClatchy Company's Caa2
Corporate Family Rating, Caa2 Probability of Default Rating and
Caa3 senior unsecured note ratings on review for possible upgrade.
In addition, Moody's assigned a (P)B1 rating to McClatchy's
proposed $875 million senior secured notes due 2017 and a (P)B1
rating to the extended portion of its amended credit facility.

The review follows McClatchy's announcement that it has obtained
an amendment to extend the maturity on approximately 90% of its
credit facility by two years to July 2013, launched the offering
for the proposed senior secured notes, and launched a tender offer
for all of its 7.125% notes due 2011 and 15.75% senior unsecured
guaranteed notes due 2014 at premiums to par (including early
participation/consent payments).  McClatchy plans to utilize the
net proceeds from the note offering to fund an approximate 60%
paydown of extending credit facility instruments, and the note
tender offers.  Moody's believes the transactions would
meaningfully improve the company's liquidity position and reduce
near term default risk and this drives the review for upgrade.


MCCLATCHY COMPANY: Discloses Pricing of $875MM of 2017 Notes
------------------------------------------------------------
The McClatchy Company has priced its offering of $875 million
aggregate principal amount of its 11.50% Senior Secured Notes due
2017 to qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended, and outside the United
States to non-U.S. persons pursuant to Regulation S under the
Securities Act.  The offering is expected to close on February 11,
2010, subject to satisfaction of customary closing conditions.

The notes will have an issue price to the public of 98.824% and
will be senior obligations of McClatchy and will be guaranteed by
each of McClatchy's subsidiaries that guarantee indebtedness under
McClatchy's credit agreement.  The notes and guarantees will be
secured by a first-priority lien on certain of McClatchy's and the
subsidiary guarantors' assets, and will rank pari passu with liens
granted under McClatchy's credit agreement.  Interest will be
payable semi-annually at a rate of 11.50% per annum on February 15
and August 15 of each year, commencing on August 15, 2010.

McClatchy intends to use the net proceeds of the offering to repay
approximately $623 million under its credit agreement and to fund
its cash tender offer for any and all of the approximately $166
million aggregate principal amount of its 7.125% Notes due June 1,
2011 and approximately $24 million aggregate principal amount of
its 15.75% Senior Notes due 2014.

This announcement does not constitute an offer to sell or a
solicitation of an offer to buy any of the foregoing notes, nor
shall there be any offer, solicitation or sale in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful.

The notes have not been registered under the Securities Act or any
state securities laws and may not be offered or sold in the United
States absent registration or an applicable exemption from such
registration requirements.

                    About McClatchy Company

The McClatchy Company is the third largest newspaper company in
the United States, with 30 daily newspapers, 43 non-dailies, and
direct marketing and direct mail operations.  McClatchy also
operates leading local websites in each of its markets which
extend its audience reach.  The websites offer users comprehensive
news and information, advertising, e-commerce and other services.
Together with its newspapers and direct marketing products, these
interactive operations make McClatchy the leading local media
company in each of its premium high growth markets.  McClatchy-
owned newspapers include The Miami Herald, The Sacramento Bee, the
Fort Worth Star-Telegram, The Kansas City Star, The Charlotte
Observer, and The News & Observer (Raleigh).

McClatchy also owns a portfolio of premium digital assets,
including 14.4% of CareerBuilder, the nation's largest online job
site, 25.6% of Classified Ventures, a newspaper industry
partnership that offers two of the nation's premier classified
websites: the auto website, cars.com, and the rental site,
Apartments.com and 33.3% of HomeFinder, LLC which operates the
real estate website HomeFinder.com.  McClatchy is listed on the
New York Stock Exchange under the symbol MNI.

At September 27, 2009, the Company had $3,325,395,000 in total
assets against $275,532,000 in total current assets and
$2,947,256,000 in total non-current liabilities.

                            *     *     *

According to the Troubled Company Reporter on Jan. 29, 2010,
Moody's Investors Service placed The McClatchy Company's Caa2
Corporate Family Rating, Caa2 Probability of Default Rating and
Caa3 senior unsecured note ratings on review for possible upgrade.
In addition, Moody's assigned a (P)B1 rating to McClatchy's
proposed $875 million senior secured notes due 2017 and a (P)B1
rating to the extended portion of its amended credit facility.

The review follows McClatchy's announcement that it has obtained
an amendment to extend the maturity on approximately 90% of its
credit facility by two years to July 2013, launched the offering
for the proposed senior secured notes, and launched a tender offer
for all of its 7.125% notes due 2011 and 15.75% senior unsecured
guaranteed notes due 2014 at premiums to par (including early
participation/consent payments).  McClatchy plans to utilize the
net proceeds from the note offering to fund an approximate 60%
paydown of extending credit facility instruments, and the note
tender offers.  Moody's believes the transactions would
meaningfully improve the company's liquidity position and reduce
near term default risk and this drives the review for upgrade.


MCGRATH'S PUBLICK: Files for Bankruptcy to Reorganize Business
--------------------------------------------------------------
McGrath's Publick Fish House, Inc. has filed Chapter 11 bankruptcy
to reorganize and continue in business, according to KTVZ.com.

The Company listed assets and liabilities of between $10 million
and $50 million.  The Company's creditors include General Electric
Capital Corp., owed $3.89 million, of which $2 million is secured,
and Sterling Savings Bank, owed $3.5 million, of which $2.46
million is secured.

McGrath's Fish House -- http://www.mcgrathsfishhouse.com/ --
operates eight restaurants in Oregon, three in Washington and one
in Idaho.


MCGRATH'S PUBLICK: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: McGrath's Publick Fish House, Inc.
          fdba McGrath's Properties LLC
        1935 Davcor St SE
        Salem, OR 97302

Bankruptcy Case No.: 10-60500

About the Business: McGrath's Fish House --
                    http://www.mcgrathsfishhouse.com/-- operates
                    eight restaurants in Oregon, three in
                    Washington and one in Idaho.

Chapter 11 Petition Date: February 3, 2010

Court: United States Bankruptcy Court
       District of Oregon

Judge: Albert E. Radcliffe

Debtor's Counsel: Leon Simson, Esq.
                  888 SW 5th Ave #1600
                  Portland, OR 97204
                  Tel: (503) 802-2067
                  Email: leon.simson@tonkon.com

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

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

The petition was signed by John P. McGrath, the company's
president.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
General Electric Capital  **Deficiency Claim**    $3,891,612
Corp.                     Building Loans-         ($2,001,323
Attn: Doby A. Rose, VP    Federal Way, WA &        secured)
GE Capital Global         Alderwood, WA);
Restructuring Solution    Equipment Loans-
4 Park Plaza #1400        Goodyear, AZ,
Irvine, CA 92614-8560     Scottsdale, AZ &
                          Federal Way, WA

Sterlings Savings Bank    **Deficiency Claim**    $3,448,900
Attn: Glen Petersen,      Building and Equipment  ($2,462,283
Special Assets            Loans-Lakewood, CO       secured)
111 N Wall St.
VOF 1262
Spokane, WA 99201

Key Equipment Finance     **Deficiency Claim**    $935,054
Attn: Eugene R. Luisi     Equipment Leases        ($47,049
Asset Recovery Group      -Corvallis, OR, Sandy,  secured)
102 E. Yakima Ave-
POB 182
Yakima, WA 98907

KeyBank N.A.              **Deficiency Claim**    $1,362,900
Attn: Eugene R. Luisi     Building Loan-          ($617,406
Asset Recovery Group      Scottsdale, AZ           secured)
102 E. Yakima Ave-
POB 182
Yakima, WA 98907

Arizona Business Bank     **Deficiency Claim**    $2,296,715
Attn: Julie H. Chase      Building/Land Loan-     ($1,631,634
1757 E. Baseling Rd.      Goodyear, AZ            secured)
Building 1 # 101
Gilbert, AZ 85233

US Bancorp Equipment      **Deficiency Claim**    $1,017,763
Finance                   Equipment Leases -      ($534,358
Attn: Beth Kinoshita, VP  Beaverton, OR, Layton,   secured)
Special Assets Group      UT, Mesa, AZ
(PD-OR-P5SA)
555 SW Oak St. #505
Portland, OR 97204

SunTrust Equipment        **Deficiency Claim**    $277,403
Finance & Leasing Cor     Equipment Loans         ($90,000
Attn: Mike Ireton         (refrigeration)-         secured)
300 E. Joppa Rd.,         Bend, OR; Eugene, OR;
Suite 700                 and Medford, OR
Towson, MD 21286

GE Capital Franchise      **Deficiency Claim**    $642,740
Finance Corp.             Equipment Loan with     ($504,780
Attn: Carolyn Jarvis or   GE Capital Franchise     secured)
Hal Vinson                Corp-Alderwood, WA
8377 East Hartford
Dr #200
Scottsdale, AZ 85255

Pacific Sea Food-Oregon   Trade debt(NOTE:        $106,596
Attn: Doug Roan           Debtor will file a
POB 97                    motion for authority
Clakamas, OR 97015        to pay these amounts
                          to vendor under
                          503(b)(9) and
                          507 (a)(2)

Inland SW Management LLC  Lease on Salt Lake      $95,612
Attn: Tracy James         City Location; rent
                          owed to landlord

Sysco Food Services of    trade debt (NOTE:       $88,404
Portland Inc.             Debtor will file a
Attn: Kevin Perman        motion for authority
                          to pay these amounts
                          to vendor under
                          503 (b)(9) and
                          507 (a)(2)

Alderwood Mall LLC        Lease on Lynnwood       $69,246
c/o GGP/Homart II LLC     Location; rent
                          owed to landlord

Pan Pacific Retail        Lease on Milwaukie      $62,998
Properties                Location; rent owed
c/o Kimco Realty          to landlord
(Milwaukie MarketPlace)
Attn: Roger Shirley

GE Commercial Finance     **Deficiency Claim**    $2,452,321
Business Property         Building Loan- Federal  ($2,404,367
Attn: Mike Hudspeth       Way, WA                  secured)

Sundance Development      Lease on Boise          $32,654
Inc.                      Location;real property
c/o John Hanks            taxes owed to landlord

RPP Bend I, LLC           Lease on Bend Location; $28,490
                          rent owed to landlord

Duck Delivery Produce     trade debt (NOTE:       $23,530
Inc.                      debtor will file a
Attn: Derek Delandro      motion for authority
                          to pay these amounts to
                          vendor under 503 (b)(9)
                          and 507 (a)(2)

Outlot Developers         Lease on Eugene         $20,613
Attn: Clarke Smith        Location; real property
                          taxes owed to landlord

Sysco Inermountain Food   trade debt (NOTE:       $17,409
Svcs                      Debtor will file a
                          Motion for authority to
                          pay these amounts to
                          vendor under 503 (a)(b)
                          and 507 (a) (2)

Washburn Management LC    Lease on Orem          $16,542
                          Location; real
                          property taxes owed
                          to landlord


MESA AIR: Gets Approval to Limit Trading to Protect NOLs
--------------------------------------------------------
Pursuant to Sections 105, 362, and 541 of the Bankruptcy Code and
Rule 3001 of the Federal Rules of Bankruptcy Procedure, Mesa Air
Group Inc. and its units obtained the Court's authority to
establish a notice and hearing procedure, which must be satisfied
before certain transfers of claims against, and equity securities
in, the Debtors, or any beneficial interest, are deemed effective.

The Debtors' net operating loss carryforwards are valuable assets
of their estates, which will inure to the benefit of their
stakeholders, facilitate their reorganization, and, as property
of the estate, are protected by the automatic stay, Maria A.
Bove, Esq., at Pachulski Stang Ziehl & Jones LLP, in New York,
tells the Court.  Unfettered trading in claims and equity
securities in the Debtors, with no advance warning of those
trades, jeopardizes these assets and, thus, a source of value to
the Debtors' stakeholders, she adds.

Moreover, unfettered trading may potentially lead to the
triggering of "change in control" termination provisions in the
Debtors' code-share agreements, unnecessarily putting at risk
these critical agreements that the Debtors seek to assume, Ms.
Bove says.

The Debtors estimate that as of December 31, 2009, they had a
consolidated NOL carryforward of approximately $89,503,317.  In
addition, the Debtors anticipate generating additional NOLs
during 2010.

Based on current projections, the Debtors expect to use a
substantial portion of their NOL carryforwards to offset future
income and dramatically reduce their federal income tax
liability, subject to certain limitations, Ms. Bove relates.

For purposes of Section 382 of the Internal Revenue Code, an
ownership change occurs when the percentage of a loss company's
equity (measured by value) owned by one or more 5% shareholders
increases by more than 50 percentage points over the lowest
percentage of stock owned by the shareholders at any time during
a three-year rolling testing period.  A Section 382 change of
ownership before confirmation of a plan would effectively
eliminate the Debtors' ability to use their NOL carryforwards and
certain other tax attributes, Ms. Bove notes.

It is possible that any potential plan of reorganization will
involve the issuance of common stock to creditors in
satisfaction, either in whole or in part, of the Debtors'
prepetition indebtedness.  In that event, the Debtors may seek to
avail themselves of the special relief afforded by Section 382
for changes in ownership under a confirmed Chapter 11 plan,
according to Ms. Bove.

There is a danger, however, that if the relief requested by the
Debtors is not granted, the Debtors could lose the substantial
benefits of their NOL carryforwards before their emergence from
Chapter 11 as a result of continued trading and accumulation of
claims by creditors in claims against, and by stockholders in
interests in, the Debtors, Ms. Bove says.

Accordingly, consistent with the automatic stay, the Debtors need
the ability to monitor and possibly object to changes in the
ownership of stock and claims to assure that (i) a 50% change of
ownership does not occur before the effective date of any Chapter
11 plan in these cases and (ii) for a change of ownership
occurring under a Chapter 11 plan, the Debtors have the
opportunity to avail themselves of the special relief provided by
Section 382 of the Internal Revenue Code.

The Debtors propose these Procedures that will protect and
preserve the valuable NOLs in excess of $89,000,000, as well as
protect the value of the code-share agreements.

              Procedures for Trading In Securities

Any person or entity who currently is or becomes a Substantial
Equity Holder -- any person or entity that beneficially owns at
least 7,008,689 shares of stock, representing approximately 4% of
all issued and outstanding shares on a fully diluted basis --
will file with the Court and serve upon the Debtors and their
counsel, a notice of that status.

An equity acquisition notice will be filed with the Court and
serve on the Debtors and their counsel, describing the intended
transaction acquiring the Debtors' equity securities at least 30
calendar days before effectuating any transfer that would result
in an increase in the amount of securities owned by a Substantial
Equity Holder or that would result in a person or entity becoming
a Substantial Equity Holder.

An equity disposition notice will be filed with the Court and
serve on the Debtors and their counsel, describing the intended
transaction disposing of the Debtors' equity securities at least
30 calendar days before effectuating any transfer that would
result in a decrease in the amount of securities owned by a
Substantial Equity Holder or that would result in a person or
entity ceasing to be a Substantial Equity Holder.

The Debtors will have 30 calendar days after the actual receipt
of a Notice to file with the Court and serve on the entity filing
the Notice an objection to any proposed transfer of equity
securities on the grounds that the transfer may adversely affect
the Debtors' ability to utilize their NOLs or tax attributes as a
result of an ownership change under Section 382 or 383 of the
IRC, or the Debtors' rights or benefits under the Code-Share
Agreements.

If an Objection is filed, the proposed transaction will not be
effective unless approved by a final and non-appealable order of
the Court.

The proposed transaction may proceed solely as set forth in the
Notice if no Objection is filed or if the Debtors provide written
authorization approving the proposed transaction.  Further
transactions must be the subject of additional notices, with an
additional 30-day waiting period.

                Procedures for Trading In Claims

A substantial claimholder is any person or entity that
beneficially owns (i) an aggregate principal amount of claims
against the Debtors or any controlled entity through which a
Substantial Claimholder owns an indirect interest in claims
against the Debtors, (ii) a lease or leases under which one or
more of the Debtors are lessees and pursuant to which payments
are or will become due, or (iii) any combination of both, in each
case, in an amount equal to or exceeding $25,000,000.

Any person or entity who currently is or becomes a Substantial
Claimholder will file with the Court and serve upon the Debtors
and their counsel, a notice of that status.

A claims acquisition notice describing the intended transaction
against the Debtors will be filed at least 30 calendar days
before effectuating any transfer of claims that would result in
an increase in the amount of aggregate principal claims
beneficially owned by a Substantial Claimholder or would result
in a person or entity becoming a Substantial Claimholder.

A claims disposition notice describing the intended disposition
of claims against the Debtors will be filed at least 30 calendar
days before effectuating any transfer of claims that would result
in the amount of aggregate principal claims beneficially owned by
a Substantial Claimholder or would result in a person or entity
ceasing to be a Substantial Claimholder.

The Debtors will have 30 calendar days after receipt of a Notice
to file an objection to any proposed transfer of claims on the
grounds that any transfer may adversely affect the Debtors'
ability to utilize any of their NOLs or tax attributes after an
ownership change under Section 382 or 383 of the IRC.

If an Objection is filed, the proposed transaction will not be
effective unless approved by a final and non-appealable order of
the Court.

The proposed transaction may proceed solely as set forth in the
Notice if no Objection is filed or if the Debtors provide written
authorization to the entity filing the Notice approving the
proposed transaction.  Further transactions must be the subject
of additional notices, with an additional 30-day waiting period.

                           *     *     *

Among other things, effective as of the Petition Date, any
purchase, sale or other transfer of claims against or equity
securities in the Debtors in violation of the approved Procedures
will be null and void ab initio as an act in violation of the
automatic stay.

A full-text copy of the Order dated January 26, 2010, is
available at no charge at:

  http://bankrupt.com/misc/Mesa_OrdTradingEq&ClmsProc012610.pdf

                     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: Gets Final Nod to Keep Customer Programs
--------------------------------------------------
Mesa Air Group Inc. and its units obtained final approval from the
Bankruptcy Court to honor and continue their prepetition customer
programs.

Prior to the Petition Date and in the ordinary course of their
business, in relation to the go! Mokulele operations, the Debtors
offered and engaged in certain customer and other programs and
practices to develop and sustain a positive reputation in the
marketplace for this business, to engender customer loyalty, and
to enhance revenue.

The Debtors own 75% of a joint venture Mo-Go, LLC, to provide
Hawaii inter-island airline service under the go! and Mokulele
brand names.  Pursuant to a Services Agreement entered in October
2009 by Mesa Airlines, Inc., Mo-Go and Republic Airways Holdings,
Inc., Mesa operates all go! jet flights and provides related
services on behalf of the joint venture, including ticketing,
marketing, reservation, check-in, security, and customer
services.

More specifically, pursuant to the Mo-Go Services Agreement, the
Debtors remit to Mo-Go any adjusted collections (on a net basis)
from the go! operations, after deducting for certain operating
and business expenses (excluding the pro rata portion of certain
expenses which is the Debtors' responsibility under the joint
venture arrangement).  However, if the go! business operates at a
loss for the applicable period, the joint venture partners,
including the Debtors, are required to make up for the shortfall
on a pro rata basis up to certain limits.  In effect, because the
Debtors hold a 75% interest in the joint venture, they backstop
any go! operating losses.  Thus, Maria A. Bove, Esq., at
Pachulski Stang Ziehl & Jones LLP, in New York, asserts that the
Customer Programs directly impact the go! business, the strength
and competitiveness of which, in turn, impact (i) the
reimbursement and funding obligations of the Debtors pursuant to
the Mo-Go Services Agreement and joint venture arrangement and
(ii) the value of the Debtors' stake in Mo-Go.

The Customer Programs include, among others, advance ticket
sales, ticket refunds, a frequent flyer program, fee waivers,
barter arrangements, corporate and government incentive programs,
as well as arrangements with tour/vacation operators and sales
outlet services.  The Customer Programs ensure customer
satisfaction, generate goodwill, and address competitive
pressures so that the Debtors can retain current customers,
attract new customers and ultimately enhance net revenue, Ms.
Bove tells the Court.

Ms. Bove points out that Mo-Go is not a debtor in these chapter
11 proceedings; however, the Debtors think it is necessary to
continue to operate and implement the Customer Programs pursuant
to the service provider arrangement with Mo-Go.

Ms. Bove adds that the filing of the Chapter 11 cases is likely
to negatively affect customers' attitudes and behavior toward the
Debtors' services.  In particular, the Debtors' goodwill and
ongoing business relationships may erode if their customers
perceive that the Debtors are unable or unwilling to fulfill the
prepetition promises they have made through the Customer
Programs, she notes.  The same would be true if customers
perceived that the Debtors would no longer be offering the types
of services or quality of services they have come to expect and
upon which they likely relied when purchasing the Debtors'
services.  Further, the Debtors' competitors may increase their
efforts during the pendency of the Chapter 11 cases to lure away
go! customers and to create doubts as to the Debtors' ability to
emerge successfully from Chapter 11.

Accordingly, the Debtors sought from the Court authority (a)
perform and honor their prepetition obligations related to the
Customer Programs as they deem appropriate, and (b) continue,
renew, replace, implement new, and terminate, Customer Programs as
they deem appropriate and in the ordinary course of business,
without further application to the Court, including making all
payments, satisfying all obligations and permitting and effecting
all setoffs in connection therewith, whether relating to the
period prior or subsequent to the Petition Date.

                     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: Gets Nod 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 obtained final
approval from the Court 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 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.

                     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: Debt Trades at 41% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer, Inc., is a borrower traded in the secondary market at 58.68
cents-on-the-dollar during the week ended Friday, Feb. 5, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.76
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The loan matures April 8, 2012, and is not rated by
Moody's and Standard & Poor's.  The syndicated loan is one of the
biggest gainers and losers among 180 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

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

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

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


MICHAEL CLEMENT: Case Summary & 7 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Michael H. Clement
        3500 Wilbur Avenue
        Antioch, CA 94509

Bankruptcy Case No.: 10-40802

Chapter 11 Petition Date: January 25, 2010

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Ruth Elin Auerbach, Esq.
                  Law Offices of Ruth Elin Auerbach
                  711 Van Ness Ave. #440
                  San Francisco, CA 94102
                  Tel: (415) 673-0560
                  Email: attorneyruth@sbcglobal.net

Estimated Assets: $1,000,001 to $10,000,000 Not Stated

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

A full-text copy of Mr. Clement's petition, including a list of
his 7 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/canb10-40802.pdf

The petition was signed by Mr. Clement.


MKTG INC: Three Members Resign from Board of Directors
------------------------------------------------------
'mktg, inc.', reported that Herbert M. Gardner, John A. Ward, III
and James H. Feeney had resigned from its Board of Directors.
Following such resignations, Elizabeth Black and Richard L.
Feinstein were appointed to the company's Board of Directors.

Ms. Black, who will chair the company's Compensation Committee,
has been a human resources and organizational effectiveness
consultant for more than 25 years.  She is currently the President
of Change for Results, a human resources consulting firm she
founded in July 2006.  From January 2000 until founding Change for
Results, she served as Director of Learning and Vice President -
Human Resources of Keane, Inc., an IT services firm.

Mr. Feinstein, who will chair the company's Audit Committee, is a
retired partner of KPMG LLP, and is currently a private consultant
providing management and financial advice to clients in a variety
of industries. From April 2004 to December 2004, Mr. Feinstein, as
a consultant, served as Chief Financial Officer for Image
Technology Laboratories, Inc. a developer and provider of
radiological imaging, archiving and communications systems. From
December 1997 to October 2002, Mr. Feinstein was a Senior Vice
President and Chief Financial Officer for The Major Automotive
Companies, Inc., formerly a diversified holding company, but now
engaged solely in retail automotive dealership operations. Mr.
Feinstein currently serves as a director and chair of the Audit
Committee of EDGAR Online, Inc. and a director and chief financial
officer of not-for-profit USA Fitness Corps. Mr. Feinstein, a
certified public accountant and received a B.B.A. degree from Pace
University.

Ms. Black and Mr. Feinstein join Greg Garville and Arthur G.
Murray, who were appointed to the company's board on December 15,
2009, as newly appointed members of the Board.  Mr. Garville is
President of Union Capital Corporation.  Union Capital is a
private equity firm, which, through an affiliate, recently led a
$5 million financing in 'mktg, inc.' Mr.  Murray is a managing
director of Union Capital, and previously was the CEO of Sunshine
Biscuits.

Marc Particelli, Chairman of the Board commented: "Herb Gardner,
John Ward and Jim Feeney have served the company diligently over
many years.  The company appreciates all the efforts and
contributions they have made for the company. Personally, I have
enjoyed working with each of them and will miss their counsel.
The new board members bring a fresh perspective and important
skills to the Board in human resource management, financial
controls, financing and operations, as the business is reset and
enters what we believe will be an era of growth and
profitability."

                      About 'mktg, inc.'

'mktg, inc.' (Nasdaq: CMKG) -- http://www.mktg.com/-- is an
alternative media and marketing services company headquartered in
New York with full service offices in San Francisco, Chicago, and
Cincinnati.  The company currently serves a variety of the world's
most recognizable brands, and its services include experiential
marketing, digital marketing, retail promotions and strategic
research and planning.  The firm's programs help its clients
profitably connect with consumers and create networks of brand
advocates to generate brand awareness and higher sales for its
customers.


MKTG INC: Receives Going Concern Audit Report for Fiscal 2009
-------------------------------------------------------------
'mktg, inc.' reported in accordance with Nasdaq's Listing Rules
that the audit report of its independent registered public
accounting firm included in the Company's Annual Report on Form
10-K for the Company's fiscal year ended March 31, 2009 expresses
doubt about the Company's ability to continue as a going concern
as a result of recurring losses suffered by the Company and its
working capital deficiency.

However, subsequent to the end of the fiscal year covered by the
Annual Report, the Company consummated a $5 million private
placement of its securities.  In addition, management has taken
substantial steps at the end of fiscal 2009 and thereafter to
reduce expenses, including reducing the Company's workforce by
approximately 60 full-time persons in the aggregate. These efforts
are expected to reduce compensation and general and administrative
expenses by approximately $8.6 million in the aggregate on an
annual basis, and by $6.2 million in fiscal 2010.  As a result of
the financing and these actions, management believes the Company
has sufficient cash on hand, together with cash anticipated to be
generated from operations, to fund its capital requirements for
the foreseeable future.

                        About 'mktg, inc.'

'mktg, inc.' (Nasdaq: CMKG) -- http://www.mktg.com/-- is an
alternative media and marketing services company headquartered in
New York with full service offices in San Francisco, Chicago, and
Cincinnati. The company currently serves a variety of the world's
most recognizable brands.  The company's services include
experiential marketing, digital marketing, retail promotions and
strategic research and planning.  The firm's programs help its
clients profitably connect with consumers and create networks of
brand advocates to generate brand awareness and higher sales for
its customers.


MKTG INC: Receives Nasdaq Non-Compliance Notice
-----------------------------------------------
'mktg, inc.' on February 4 reported that it received a letter from
The Nasdaq Stock Market notifying the Company that it was not in
compliance with Nasdaq Listing Rule 5605 because the Company does
not have a majority of independent directors and because it has an
Audit Committee comprised of less than three directors.

As a result of the director resignations and subsequent
appointments previously announced by the Company, 'mktg, inc.'
currently has six directors serving on its Board of Directors,
three of whom are independent, and an Audit Committee of two
members.  Pursuant to Nasdaq's Listing Rules, the Company has a
cure period lasting until the earlier of its next stockholders
meeting or January 21, 2011, or until July 20, 2010 if the
Company's next stockholders' meeting is held before then, to
regain compliance with Nasdaq's independent director and audit
committee requirements.  The Company may regain compliance with
such requirements by appointing a fourth independent director to
its Board who would also serve on its Audit Committee.

                        About 'mktg, inc.'

'mktg, inc.' (Nasdaq: CMKG) -- http://www.mktg.com/-- is an
alternative media and marketing services company headquartered in
New York with full service offices in San Francisco, Chicago, and
Cincinnati. The company currently serves a variety of the world's
most recognizable brands, and its services include experiential
marketing, digital marketing, retail promotions and strategic
research and planning. The firm's programs help its clients
profitably connect with consumers and create networks of brand
advocates to generate brand awareness and higher sales for its
customers.


MONEY4GOLD HOLDINGS: Incurs $1.9 Million Net Loss in Q3 2009
------------------------------------------------------------
Money4Gold Holdings, Inc., and subsidiaries reported a net loss of
$1,915,121 on revenueue of $6,862,012 for the three months ended
September 30, 2009, compared to a net loss of $734,292 on revenue
of $735,024 for the same period of 2008.

For the nine months ended September 30, 2009, the Company had a
net loss of $4,958,670 on revenue of $9,311,589, compared to a net
loss of $1,023,516 on revenue of $735,012 for the period from
February 4, 2008 (inception) to September 30, 2008.

                          Balance Sheet

At September 30, 2009, the Company's consolidated balance sheets
showed total assets of $12,367,891, total current liabilities of
$4,188,088, and total stockholders' equity of $12,367,891.

The Company had a working capital deficit of $1,750,504 at
September 30, 2009.  In comparison, the Company had positive
working capital of $446,043 at December 31, 2008.

                 Liquidity and Capital Resources

During the nine months ended September 30, 2009, operating
activities used net cash of $1,973,336, primarily as a result of
the net loss of $4,958,670, partially offset by $1,698,636 of net
non-cash charges including, but not limited to, a loss on the
settlement of debt of $550,175, stock-based compensation of
$498,626, depreciation and amortization of $290,867, and a penalty
charge pertaining to the February 2009 private placement of
$218,400.  Also partially offsetting the net loss was the net
change in the Company's operating assets and liabilities of
$1,286,698.

During the nine months ended September 30, 2009, investing
activities used net cash of $16,486, primarily to purchase fixed
assets.

During the nine months ended September 30, 2009, financing
activities generated net cash of $1,667,642, primarily as a result
of the sale of common stock, the sale of Series B Preferred stock
and proceeds from a number of debt transactions including the
Company's media line of credit, and the Company's convertible note
payable, partially offset by principal payments to lower the
outstanding balances on the Company's media line of credit and
Notes Payable - Other.

Historically, the Company has required cash from sources other
than operations to fully fund its advertising and marketing
efforts as well as to fund the balance of its operations, such as
general and administrative costs.  These sources of cash have
included the sale of equity securities as well as debt and other
financing transactions.  Recently however, operations have
achieved a critical volume level that allows the Company to
continue to invest, in a carefully controlled manner, in
advertising and marketing while also providing the necessary cash
to fund the balance of its operations.  Revenues for the third
quarter of 2009 increased dramatically over the second quarter of
2009 and the Company had cash on hand of $575,877 at November 6,
2009.  In addition to the cash on hand however, the Company
expects to receive cash over the next ten weeks from
advertisements for which cash has already been expended.  Also,
the Company has paid off its Convertible Note Payable and its
Notes Payable - Other in October 2009.

The Company believes that its cash on hand, combined with the cash
expected to be received from advertisements that have already run,
will allow it to continue to invest in advertising campaigns and
to fund its  operations.  In addition, the Company is currently
investigating the possibility of raising additional funds through
the issuance of debt and/or equity securities.

A full-text copy of the Company's quarterly report is available at
no charge at http://researcharchives.com/t/s?50e3

                          Going Concern

The Company incurred a net loss of $4,958,670 and used $1,973,336
cash to fund operations for the nine months ended September 30,
2009.  In addition, at September 30, 2009, the Company had a
working capital deficit of $1,750,504 and an accumulated deficit
of $8,175,614.

The Company's ability to continue operations and the
recoverability of asset amounts including goodwill, intangible
assets, prepaid assets, accounts receivable and other assets is
dependent upon the Company's ability to continue as a going
concern and to achieve a level of profitability and positive cash
flows.

The Company believes that the higher level of revenue attained
during the three months ended September 30, 2009, is a result of
the successful implementation of the first stages of its business
plan and that continued implementation will generate profitability
and positive cash flows in the future.  In addition, the Company
is currently attempting to raise additional funds through the
issuance of debt and/or equity securities.  However, there can be
no assurance that the plans and actions proposed by management
will be successful or that unforeseen circumstances will not
require the Company to seek additional funding sources in the
future.  In addition, there can be no assurance that its efforts
to raise additional funds through the issuance of debt and/or
equity securities will be successful and that in the event
additional sources of funds are needed to continue operations,
that they will be available on acceptable terms, if at all.

                    About Money4Gold Holdings

Boca Raton, Fla.-based Money4Gold Holdings, Inc. --
http://www.money4gold.com/-- through its wholly-owned
subsidiaries, operates in the United States, Canada, the United
Kingdom and Germany.  The Company utilizes direct response
advertising and marketing campaigns, including television, radio,
print and Internet to solicit precious metals including gold,
silver and platinum as well as diamonds and other precious stones
from the public.  Local processing facilities  aggregate the
materials received and prepare them for sale to Republic Metals
Corporation, a related party.


MOODY NATIONAL: RLJ Asks Court for Dismissal of Bankruptcy Case
---------------------------------------------------------------
RLJ III - Finance Atlanta, LLC -- which claims to be the sole
creditor of Moody National RI Atlanta H, LLC -- has asked the U.S.
Bankruptcy Court for the Southern District of Texas to dismiss the
Debtor's Chapter 11 bankruptcy case.

RLJ says that the Debtor filed for bankruptcy protection in bad
faith.  "The Debtor's sole asset is a de minimis 0.46873% tenant
in common interest in certain real property and a hotel and other
improvements located thereon in Atlanta, Georgia, which is leased
to and operated by third parties.  Further, the Debtor is a mere
holding company and has no employees, no current cash flow and no
creditors other than RLJ.  The remaining 99.53127% tenant in
common interests in the applicable real property are held in
varying percentages by approximately 27 or 28 separate non-debtor
entities (the Additional Owners) who have elected not to
participate in this bankruptcy case," RLJ states.

According to RLJ, the Debtor may have no unsecured creditors.  RLJ
states that it is the Debtor's largest, and, possible, sole
creditor.

The Debtor is jointly and severally liable with the Additional
Owners for a pre-petition secured loan owed to RLJ.  The current
outstanding principal balance of the loan is $10,911,622.37, plus
interest, costs, and fees and they continue to accrue, says RLJ.
The loan has been in default since March 2009, and the balance due
thereunder was accelerated by RLJ on December 7, 2009.  RLJ
instituted non-judicial foreclosure proceedings and the
foreclosure sale was initially set for January 5, 2010.  On
December 30, 2009, the Debtor and the Additional Owners filed a
complaint against RLJ in the Superior Court of Fulton County,
Georgia, and a motion for a Temporary Restraining Order seeking to
stop foreclosure.  RLJ removed the action to the U.S. District
Court for the Northern District of Georgia on December 31, 2009,
and on that same date, the District Court entered an order staying
the foreclosure until it could hear the matter more thoroughly on
January 7, 2010.  The District Court permitted RLJ to re-run its
foreclosure ad for a foreclosure sale on February 2, 2010.  The
District Court then denied the TRO motion on January 14, 2010.

RLJ states that the Debtor, despite knowing for two weeks that its
TRO motion had been denied and that it would have to file for
bankruptcy if it wished to try to stop RLJ's foreclosure sale,
waited until the last minute to file a bankruptcy petition.

According to RLJ, the Debtor can"t reorganize because it can"t act
on behalf of its Additional Owners and co-obligors on the loan
from RLJ and can"t control third-party decision with respect to
the loan from RLJ.  "Any alleged cure by the Debtor does not
resolve or otherwise affect the overall defaults and obligations
owed by the other non-debtor Additional Owners of the 99.53127%
interest.  Similarly, the Debtor does not and cannot control over
99% of the proceeds generated by the real property," RLJ says.

RLJ states that the Debtor's lack of any assets, business
operations, and current cash flow rendered this case
administratively insolvent from the moment it was filed.  RLJ
seeks that the Court dismiss the case with prejudice against the
Debtor re-filing for 180 days.

RLJ is represented by Greenberg Traurig, LLP.

Houston, Texas-based Moody National RI Atlanta H, LLC, filed for
Chapter 11 bankruptcy protection on January 29, 2010 (Bankr. S.D.
Texas Case No. 10-30752).  Henry J. Kaim, Esq., at King & Spalding
LLP, assist the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


MOODY NATIONAL: Asks for Court's Permission to Use Cash Collateral
------------------------------------------------------------------
Moody National RI Atlanta H, LLC, seeks authority from the U.S.
Bankruptcy Court for the Southern District of Texas to use the
cash collateral securing their obligation to their prepetition
lenders.

On August 31, 2007, the Debtor and Moody National RI Atlanta S,
LLC, acquired a property at the center of this Chapter 11 case is
a Residence Inn by Marriot located at 1041 W. Peachtree Street,
Atlanta, Georgia, as tenants in common.  To fund this acquisition,
the Debtor and Atlanta S obtained a non-recourse loan from
Citigroup Global Markets Realty Corporation in the principal
amount of $10,932,000 (the Loan).  The Loan is secured by a deed
of trust on the Property, an assignment of leases and rents, and
the fixtures at the Property.  The Loan was then transferred to
Citicorp North America, Inc.

On November 3, 2009, just weeks after the Debtor had satisfied
Citicorp's prerequisites to negotiating a restructure of the Loan,
Citicorp sold the Loan to RLJ III-Finance Atlanta LLC without any
prior notice to the Debtor or the TICs.  RLJ is not a bank or a
debt-markets investor.

The Debtor has not attempted to identify the extent, priority and
validity of RLJ's interest in the Cash Collateral.  The Debtor
moves the Court to enter an order authorizing the Debtor to use
Cash Collateral, while reserving the right of the Debtor to object
to the extent, priority, and validity of any alleged interests in
this estate, including, without limitation, the Cash Collateral.

Henry J. Kaim, Esq., King & Spalding LLP, the attorney for the
Debtor, explains that the Debtors need the money to fund its
Chapter 11 case, pay suppliers and other parties.

Mr. Kaim says that RLJ is adequately protected by the Debtor's
offer to commence making all required monthly payments on the
Loan, beginning with the payment for February.  "This immediate
commencement of payments protects RLJ's interest in the collateral
and exceeds the minimum requirements set forth in Bankruptcy Code
section 362(d)(3) for single asset real estate cases, which only
requires such payments to commence within 90 days from entry of
the order for relief," Mr. Kaim states.

According to Mr. Kaim, RLJ is additionally adequately protected by
the terms of the Debtor's forthcoming Plan of Reorganization,
which will provide for the payment all past-due amounts under the
Loan and reinstate the note.  The Plan will completely satisfy
RLJ's claim and provide for continued future payments of the Loan
through reinstatement.

Houston, Texas-based Moody National RI Atlanta H, LLC, filed for
Chapter 11 bankruptcy protection on January 29, 2010 (Bankr. S.D.
Texas Case No. 10-30752).  Henry J. Kaim, Esq., at King & Spalding
LLP, assist the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


MORGAN FAMILY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Morgan Family Investments, LLC
        3240 West Sunset Road
        Las Vegas, NV 89118

Bankruptcy Case No.: 10-11813

Chapter 11 Petition Date: February 5, 2010

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

Judge: Linda B. Riegle

Debtor's Counsel: H Stan Johnson, Esq.
                  Cjd Law Group, Llc
                  6293 Dean Martin Drive, Ste. G
                  Las Vegas, NV 89118
                  Tel: (702) 220-7050
                  Fax: (702) 220-4577
                  Email: sjohnson@cjdnv.com

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

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

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

The petition was signed by David Morgan, managing member of the
Company.


MORTGAGE GUARANTY: Moody's Cuts Insurance Strength Rating to "Ba3"
------------------------------------------------------------------
Moody's Investors Service has downgraded to Ba3 from Ba2 the
insurance financial strength ratings of Mortgage Guaranty
Insurance Corporation and MGIC Indemnity Corporation.  This rating
action reflects continued deterioration in MGIC's capital position
caused by prolonged weakness in the performance of its insurance
portfolio, and more clarity about the group's contemplated
restructuring.  This action concludes the review of MGIC for
possible downgrade and the review of MGIC Indemnity for possible
upgrade which was initiated on July 17, 2009.  Moody's also
downgraded the senior debt ratings of the holding company, MGIC
Investment Corp, to Caa1 from B3.  The outlook for the ratings is
negative.

According to Moody's, the rating action reflects higher expected
losses in MGIC's insured portfolio as a result of higher than
anticipated delinquencies.  Current observations, however, suggest
that the MI's new delinquencies may be peaking, thereby limiting
the extent of the deterioration.  Moody's has estimated MGIC's
future losses using a loss curve approach derived from the
mortgage insurance industry's experience in prior regional
stresses, giving credit for loss mitigations such as captive
reinsurance, policy rescissions, and loan modifications.  Under
current Moody's estimates, MGIC's total claim paying resources
(including an estimate of the present value of premiums) cover
approximately 1.2 times future expected claims (present valued) of
about $11.3 billion, consistent with a below investment grade
rating.  Uncertainty remains, however, about ultimate losses,
especially given the challenging economic environment.  There
continues to be little visibility about when MGIC will return to
profitability.

The rating agency added that the benefit of more profitable new
business has been subdued as production volumes were lower than
anticipated; MGIC recently indicated that it has discontinued its
relationship with a large originator as a result of a dispute over
rescissions.  Tightened underwriting guidelines and efforts to
preserve capital continue to restrain MGIC's participation in the
more lucrative but shrinking market.  The firm is also exposed to
the uncertain dynamics of the mortgage industry as the US
government evaluates possible substantial changes to Fannie Mae
and Freddie Mac.  Mortgage insurers have strongly benefited from
the GSEs' requirement, under their federal charter, to use credit
enhancement on mortgages with loan-to-value in excess of 80%.  Any
meaningful change to the GSEs could have material consequences for
the mortgage insurers.

MGIC Indemnity Corporation and Mortgage Guaranty Insurance
Corporation, are rated at the same level, reflecting a far more
muted effect on MGIC Indemnity's relative credit profile resulting
from the announced 4Q2009 revisions to the restructuring plan.
The current plan no longer suggests that MGIC Indemnity will be
materially capitalized to write the more profitable new insurance
policies.  Instead MGIC Indemnity's initial capital contribution
was $200 million and the firm will write business only in those
states where MGIC cannot due to restrictive regulatory capital
requirements.  Moody's notes that approval of Freddie Mac is still
pending and the terms of the restructuring could change further.

The Caa1 rating of MGIC Investment Corp. reflects Moody's standard
notching between non-investment grade operating companies and
holding companies.  The Caa1 rating also reflects the holding
company has modest liquidity position and substantial near term
refinancing risk related to the debt coming due in 2011.  The Ca
rating of the junior subordinated hybrid instrument considers
structural subordination and the increase in potential loss
severity resulting from triggering of the securities' optional
deferral feature.

                     List of Rating Actions

These ratings have been downgraded, with a negative outlook:

* MGIC Investment Corporation -- senior unsecured debt to Caa1
  from B3, junior subordinated debt to Ca from Caa2, and the
  provisional rating on senior unsecured debt to (P)Caa1 from
  (P)B3;

* Mortgage Guaranty Insurance Corp -- insurance financial strength
  to Ba3 from Ba2; and

* MGIC Indemnity Corporation -- insurance financial strength to
  Ba3 from Ba2.

The last rating action on Mortgage Guaranty Insurance Corporation
occurred on July 17, 2009, when the MGIC's ratings were placed on
review for possible downgrade.

MGIC Investment Corporation, headquartered in Milwaukee,
Wisconsin, is the holding company for Mortgage Guaranty Insurance
Company, one of the largest US mortgage insurers with $212 billion
of primary insurance in force at December 31, 2009.


MOVIE GALLERY: Gets Court Approval of First Day Motions
-------------------------------------------------------
Movie Gallery, Inc., has received interim court approval to
utilize its cash on hand to maintain ongoing operations pending a
final hearing.  The approval from the U.S. Bankruptcy Court for
the Eastern District of Virginia, Richmond Division, means that
Movie Gallery can continue to pay employee wages, salaries and
benefits; continue to honor customer programs, including
memberships, gift cards and store credits; and pay vendors for
goods and services which the company purchases after the Chapter
11 filing.

In addition, Movie Gallery received court approval to retain DJM
Realty to assist the company in its evaluation and renegotiation
of the company's current leases in order to help improve the
profitability of the store base going forward.  Movie Gallery
encourages landlords to respond immediately to the lease
restructuring requests by contacting DJM Realty at:

              http://www.djmrealty.comor 631-752-1100

The company has also retained Gordon Brothers Group to handle its
store closing sales associated with the immediate closure of
approximately 760 locations.

The motions were submitted as part of its February 2, 2010,
voluntary filing for reorganization under Chapter 11 of the U.S.
Bankruptcy Code.

As previously announced, the filing does not include the company's
Canadian operations, which will continue business as normal.

Movie Gallery is using this proven, court-supervised process to
address its capital structure and reorganize its business
operations.  Movie Gallery believes it can continue to play a
productive role in connecting consumers with the best and most
personalized entertainment and intends to emerge from this process
with a new and sustainable business model.

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc. is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.


NEENAH ENTERPRISES: Case Summary & 30 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Neenah Enterprises, Inc.
          aka ACP Holding Company
        2121 Brooks Avenue
        Neenah, WI 54957

Bankruptcy Case No.: 10-10360

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
NFC Castings, Inc.                                 10-10361
Neenah Foundry Company                             10-10362
Cast Alloys, Inc.                                  10-10363
Neenah Transport, Inc.                             10-10364
Advanced Cast Products, Inc.                       10-10365
Gregg Industries, Inc.                             10-10366
Mercer Forge Corporation                           10-10367
Deeter Foundry, Inc.                               10-10369
Dalton Corporation                                 10-10370

About the Business: Headquartered in Neenah, Wisconsin, Neenah
                    Enterprises, Inc. -- http://www.nfco.com/--
                    is the indirect parent holding company of
                    Neenah Foundry Company. Neenah Foundry Company
                    and its subsidiaries manufacture and market a
                    wide range of iron castings and steel forgings
                    for the heavy municipal market and selected
                    segments of the industrial markets.  Neenah is
                    one of the largest independent foundry
                    companies in the United States, with
                    substantial market share in the municipal and
                    various industrial markets for gray and
                    ductile iron castings and forged steel
                    products.

Chapter 11 Petition Date: February 3, 2010

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Mary F. Walrath

Debtor's Counsel: Edmon L. Morton, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Bldg.
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899
                  Tel: (302) 571-6600
                  Fax: (302) 571-1253
                  Email: bankfilings@ycst.com

                  Kenneth J. Enos, Esq.
                  Young, Conaway, Stargatt & Taylor
                  1000 West Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  Email: bankfilings@ycst.com

Neenah Enterprises'
Estimated Assets: $10,000,001 to $50,000,000

Neenah Enterprises'
Estimated Debts: $100,000,001 to $500,000,000

As of September 30, 2009, Neenah Foundry had $286,611,000 in total
assets against total liabilities of $449,435,000, resulting in
stockholder's deficit of $162,824,000.

The petition was signed by Robert E. Ostendorf Jr., the company's
president and chief executive officer.

Debtor's List of 30 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Tontine Capital            Neenah Foundry         $88,746,948
Parners, L.P.              Company's
c/o Tontine Capital        12.5% Senior
Management, LLC            Subordinated
55 Railroad Ave.,          Notes due 2014
1st Floor
Greenwich, CT 06830

Sadoff Iron & Metal Co.    Trade Debt             $2,986,697
PO Box 1138
Fond du Lac,
WI 54935-1138

Lewis Salvage              Trade Debt             $558,067
Corporation
PO Box 1785
Warsaw, IN 46581-1785

Gerdau Ameristeel US Inc.  Trade Debt             $479,278
PO Box 116660
Atlanta, GA 30368-6660

Dana Corporation           Trade Debt             $439,308
Commercial Vehicle
Axle Div
PO Box 4097
Kalamazoo, MI 49003

Oudenhoven Company, Inc.   Trade Debt             $413,017
2300 Tower Drive
Kaukauna, WI 54130-1179

Louis Padnos Iron & Metal  Trade Debt             $403,608
Co.
Slot 303113
PO Box 66973
Chicago, IL 60666-0973

Sadoff Iron & Metal Co.    Trade Debt             $352,717
PO Box 681121
Milwaukee, WI 53268-1121

The Timken                 Trade Debt             $315,453
Corporation
PO Box 751580
Charlotte, NC 28275

Sandmold Systems, Inc.     Trade Debt             $228,500

WE Energies                Trade Debt             $220,957

Caterpillar, Inc.          Trade Debt             $220,612

Steel Dynamics Bar         Trade Debt             $194,213
Products Division

State of Michigan Tax      Income tax             $178,273
Division

American Colloid Company   Trade Debt             $144,485

Nedrow Refractories        Trade Debt             $142,004

American Colloid Company   Trade Debt             $126,926

Badger Mining Corp         Trade Debt             $107,706

Atmosphere Annealing,      Trade Debt             $106,991
Inc.

Tube City, Inc.            Trade Debt             $103,297

Tonawanda Coke             Trade Debt             $100,377

TA Services, Inc.          Trade Debt             $97,812

Faith Technologies         Trade Debt             $94,180

Nucor Steel, Auburn, Inc.  Trade Debt             $90,289

Modern Equipment Company   Trade Debt             $82,056

Erie Bearings Company      Trade Debt             $74,380

Holmes Murphy &            Trade Debt             $69,843
Associates, Inc.

Foresco Mettalurgical Inc. Trade Debt             $68,936

Green Bay Pattern          Trade Debt             $64,314

HA International LLC       Trade Debt             $64,311


NEENAH ENTERPRISES: Ch. 11 Filing Cues Moody's Rating Cut to "D"
----------------------------------------------------------------
Moody's Investors Service downgraded Neenah Foundry Company's
probability of default rating to D from Caa3.  The downgrade
follows the February 3, 2010 announcement that Neenah Enterprises,
Inc. and its subsidiary, Neenah Foundry Company, have filed
voluntary Chapter 11 petitions in the United States Bankruptcy
Court for the District of Delaware.

Subsequent to the actions, all ratings will be withdrawn.  Moody's
has withdrawn this rating because the issuer has entered
bankruptcy.

These ratings were affected:

* Probability of Default Rating lowered to D from Caa3

These ratings will be withdrawn:

* Probability of Default Rating of D
* Corporate Family Rating of Ca
* $225 million of senior secured notes due 2017 of Ca (LGD 5; 72%)
* Negative Outlook

The last rating action was on July 14, 2009, when the probability
of default rating was changed to Caa3/LD.

Neenah, headquartered in Neenah, Wisconsin, manufactures and
markets a wide range of metal castings and forgings for the heavy
municipal market plus a wide range of complex industrial castings,
with concentrations in the medium- and heavy-duty truck and HVAC
markets.


NEVADA RESOURCE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Nevada Resource Dynamics, LLC
        4785 Caughlin Parkway
        Reno, NV 89519

Case No.: 09-50308

Chapter 11 Petition Date: February 3, 2010

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

Judge: Gregg W. Zive

Debtor's Counsel: Sallie B. Armstrong, Esq.
                  427 W Plumb LN
                  Reno, NV 89509
                  Tel: (775) 329-5900
                  Email: sarmstrong@downeybrand.com

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

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

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

The petition was signed by Matthew P. Berry, the company's chief
financial officer.


NORTEL NETWORK: CCAA Stay Extended Until April 23
-------------------------------------------------
Nortel Networks Corporation and its four Canadian affiliates that
filed for creditor protection under the Companies' Creditors
Arrangement Act of Canada sought and obtained an order from the
Ontario Superior Court of Justice further extending to April 23,
2010, the stay of proceedings that was previously granted by the
Canadian Court.

The purpose of the stay of proceedings is to provide stability to
the Nortel companies to continue with their divestiture and other
restructuring efforts.

                       About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORK: Court to Hold March 3 Hearing on CVAS Biz Sale
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware is set to
hold a hearing on March 3, 2010, to consider approval of the sale
of the Carrier VoIP and Application Solutions (CVAS) business of
Nortel Networks Inc. and its affiliates.

The Court earlier approved a bidding process to govern the sale
of the CVAS business.  The Bidding Procedures Order issued on
January 8, 2010, also approved the form of Nortel's asset sale
agreement with GENBAND Inc., including the proposed $13.6 million
in fees for GENBAND as the stalking horse bidder for the CVAS
Assets.  The fees represent break-up fees, expense reimbursement
and an incentive fee for GENBAND's shareholder, One Equity
Partners, who teamed with GENBAND to assist in financing the
purchase of the CVAS business.

GENBAND's $282 million offer will serve as the stalking horse bid
or the lead bid at the auction to be conducted on February 25,
2010 for the CVAS Assets.  Deadline for interested buyers to
submit their bids is February 23, 2010, subject to permitted
extensions.

             Debtors to Assume & Assign Contracts

In connection with the proposed sale of the CVAS business, NNI
and its affiliates notified the Court that they intend to assume
and assign certain contracts to GENBAND or to the winning bidder
at the auction.

The Nortel companies did not provide a list identifying the
contracts as of press time, but told the Court that they will
furnish each of the concerned party an individualized schedule of
those contracts.

The proposed assumption and assignment drew flak from Qwest
Services Corp., a party to a certain contract.  Qwest asserted
that there is a "gap in liability" under the contracts that will
be assumed and assigned.

"The Debtors will cure defaults existing as of the closing date.
Both the Debtors and the purchaser, however, would be relieved of
liability for obligations that accrue pre-closing but do not fall
due until post-closing," Qwest says in court papers.

                       About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORK: Gets Nod for $190.8MM Canadian Funding Agreement
----------------------------------------------------------------
Nortel Networks Inc. and its affiliated debtors obtained
approvals from the U.S. Bankruptcy Court for the District of
Delaware and the Ontario Superior Court of Justice to enter into
an agreement that would authorize the payment of $190.8 million
to Canada-based Nortel Networks Ltd.

Referred to as the Final Canadian Funding and Settlement
Agreement, the Court-approved pact was hammered out to authorize
NNI to make the $190.8 million funding payment to fund NNL's
operations from October 1, 2009 through the conclusion of the
Canadian creditor protection proceedings or the completion of the
wind-down of NNL and its four Canadian affiliates.

The payment also serves as settlement of NNL's claims on account
of the services it provided to NNI and its affiliated debtors as
well as transition services to the buyers of Nortel's major
assets.

NNI also obtained a separate Bankruptcy Court order for authority
to redact or file under seal certain portions of the Canadian
Funding Agreement that contain sensitive financial information.

Prior to the entry of the Bankruptcy Court's and Canadian Court's
rulings, the administrators of Nortel's European units objected
to the approval of the Canadian Funding Agreement, saying it
would affect the claims and interests of those that are not part
of the Agreement.  To resolve the objection, the Bankruptcy Court
and the Canadian Court included in their orders additional
language proposed by the Objectors.  The additional provisions
state that the rights of Nortel's European units -- specifically
those that are not part of the Canadian Funding Agreement --
under contracts they entered into with any party to the Canadian
Funding Agreement will not be affected by the court orders or the
Canadian Funding Agreement.

          U.S. Court Okays Deal to Settle IRS Claim

In a related development, the Bankruptcy Court approved NNI's
agreement with the Internal Revenue Service that would resolve
the agency's $3 billion tax claim and authorize the parties'
entry into an advance pricing agreement.

The settlement deal, which is a condition of the Canadian Funding
Agreement, requires IRS to release all of its claims against NNI
and other members of the company's consolidated tax group for the
years 1998 through 2008 in exchange for a $37.5 million payment.
The Settlement also requires the IRS to withdraw its $3 billion
claim against NNI.

The IRS Advance Pricing Agreement requires NNI to adjust its
taxable income to reflect an increase of $2 billion ratably over
the course of five taxable years beginning on January 1, 2001 and
ending on December 31, 2005.

NNI's Canadian affiliates also sought and obtained permission
from the Canadian Court to execute an advance pricing agreement
with the Canadian Revenue Agency.  The CRA Pricing Agreement
provides for a negative adjustment to NNL's taxable income of
$2 billion for the period from January 1, 2001 to December 31,
2005.

Upon NNI's request, the Bankruptcy Court authorized NNI to file
under seal a copy of the IRS Pricing Agreement to protect certain
confidential information.

                       About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NORTEL NETWORK: Plan Exclusivity Extended Until July 13
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the time by which Nortel Networks Inc. and its affiliated debtors
have the exclusive right to file a Chapter 11 plan through
July 13, 2010, and the exclusive right to solicit votes for that
plan through September 13, 2010.

Andrew Remming, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, Delaware, says NNI and its affiliates intend to use
the next five months to continue to operate their business;
further review claims and contracts for assumption or rejection;
and coordinate with concerned groups in furtherance of the
restructuring and the development of a reorganization plan.

"With the sale transactions either complete or well underway, the
focus will now shift to proceeds allocation and the realization
of value from Nortel's intellectual property portfolio," Mr.
Remming says, referring to the series of sales of the Debtors'
major assets in the past few months.  "These efforts will occupy
the next several months, at a minimum."

The sale transactions include the $1.2 billion acquisition by
Sweden-based Telefonaktiebolaget LM Ericsson of Nortel's Code
Division Multiple Access or CDMA business and Long Term Evolution
or LTE assets and Global System for Mobile or GSM business; the
$900 million purchase by Avaya Inc. of the Nortel's Enterprise
Solutions business; the $10 million purchase by Hitachi Ltd. of
the Next Generation Packet Core Network Components business; and
the $530 million acquisition by Ciena Corporation of the Nortel's
Metro Ethernet Networks business.

The sale of the GSM and Metro Ethernet Networks businesses is
expected to close in the first quarter of 2010, while the other
transactions were completed sometime in November and December
2009.

Mr. Remming adds that NNI and its affiliates recently sought
Court approval to sell their Carrier VoIP and Application
Solutions or CVAS business to GENBAND Inc. or any potential
buyer.  A bidding process for the sale of the business has been
approved by the Bankruptcy Court and the Ontario Superior Court
of Justice.  An auction is scheduled for February 25, 2010.

"In light of the accomplishments of [NNI and its affiliated
debtors] thus far in these Chapter 11 cases as well as the
extraordinary complexity and breadth of Nortel's global business,
further extension is warranted," Mr. Remming emphasizes.

                       About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

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


NOVELIS INC: Bank Debt Trades at 5% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Novelis, Inc., is
a borrower traded in the secondary market at 95.06 cents-on-the-
dollar during the week ended Friday, Feb. 5, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.50 percentage
points from the previous week, The Journal relates.  The loan
matures on July 6, 2014.  The Company pays 200 basis points above
LIBOR to borrow under the facility.  The bank debt is not rated by
Moody's while it carries Standard & Poor's BB- rating.  The
syndicated loan is one of the biggest gainers and losers among 180
widely quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

As reported by the Troubled Company Reporter on Nov. 19, 2009,
Moody's changed the outlook for Novelis, Inc., and Novelis
Corporation to stable from negative.  The speculative grade
liquidity rating of Novelis, Inc., was also upgraded to SGL-2 from
SGL-3.  At the same time, Moody's affirmed Novelis Inc's B2
corporate family rating, its B2 probability of default rating, the
Ba3 rating on its senior secured term loan, and the Caa1 senior
unsecured notes rating.  The Ba3 rating on Novelis Corporation's
senior secured term loan was also affirmed.

The change in outlook to stable reflects Moody's expectation that
Novelis will continue to show improvement in its earnings and cash
flow generation given the renegotiation of all of its can sheet
contracts, cost cutting efforts and the run off of virtually all
its hedge loss position.  The outlook anticipates that the company
will continue to focus on cash generation and liquidity and that
its performance will continue to benefit from the more robust
conditions in its can sheet business, which accounts for roughly
50% to 60% of sales.  Although Moody's does not expect that the
company will meaningfully reduce absolute debt levels over the
next twelve to fifteen months, the outlook reflects Moody's belief
that debt protection coverage ratios will continue to strengthen
as the company returns to a sustainable level of profitability.

Moody's last rating action on Novelis was Aug. 5, 2009, when the
company's senior unsecured ratings were downgraded to Caa1 from
B3.

Headquartered in Atlanta, Georgia, Novelis is the world's largest
producer of aluminum rolled products.  For the twelve months ended
Sept. 30, 2009, the company had total shipments of approximately
2,725 kilotonnes and generated $8.2 billion in revenues.


OMEGA HEALTHCARE: Prices US$200 Million Senior Note Offering
------------------------------------------------------------
Omega Healthcare Investors, Inc., disclosed the pricing of a
private placement of $200 million aggregate principal amount of
71/2% senior notes due 2020 (the "Notes").  The Notes were priced
at 98.278% of par value (before initial purchasers' discount).
The offering is expected to close on February 9, 2010, subject to
customary closing conditions.  The Notes will be unsecured senior
obligations of the Company and will be guaranteed by substantially
all of the Company's current subsidiaries.  The notes will be
offered only to qualified institutional buyers under Rule 144A of
the Securities Act of 1933, as amended (the "Securities Act"), and
to non-U.S. persons outside the United States under Regulation S
of the Securities Act.

The Company will use the net proceeds of the offering to repay
mortgage debt assumed in connection with the Company's recent
acquisition of 40 facilities, to repay outstanding indebtedness
under its senior revolving credit facility, for general corporate
purposes and to pay related fees and expenses.

The Notes issued in this offering have not been registered under
the Securities Act, or any applicable state laws. Accordingly, the
Notes may not be offered or sold in the U.S. or to U.S. persons
absent registration or an applicable exemption from registration
under the Securities Act and applicable state securities laws.
This notice does not constitute an offer of any securities for
sale.  Omega has agreed to file a registration statement with the
Securities and Exchange Commission, pursuant to which it would
exchange the privately placed notes for notes that are registered.

The Company is a real estate investment trust investing in and
providing financing to the long-term care industry.  At
December 31, 2009, the Company's portfolio of investments
consisted of 295 healthcare facilities located in 32 states and
operated by 35 third-party healthcare operating companies.

                      About Omega Healthcare

Omega Healthcare Investors, Inc. headquartered in Hunt Valley,
Maryland, USA, is a real estate investment trust investing in and
providing financing to the long-term healthcare industry --
predominately skilled nursing facilities.  At December 31, 2008,
the REIT owned or held mortgages on 244 SNFs, 7 assisted living
facilities and 4 specialty hospitals, with approximately 29,193
beds operated by 25 third-party healthcare companies.

                         *     *     *

As reported in the Troubled Company Reporter on March 6, 2009,
Moody's Investors Service affirmed the ratings of Omega Healthcare
Investors, Inc., (senior unsecured debt at Ba3).  The rating
outlook is stable.  This rating affirmation reflects Omega's
adequate liquidity, good property level coverage ratios, and
conservative credit metrics.


PACIFIC PANORAMA: Section 341(a) Meeting Scheduled for March 4
--------------------------------------------------------------
The U.S. Trustee for Region 17 will convene a meeting of creditors
in Pacific Panorama, LLC's Chapter 11 case on March 4, 2010, at
4:00 p.m.  The meeting will be held at 300 Las Vegas Blvd., South,
Room 1500, Las Vegas, NV 89101.

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.

Las Vegas, Nevada-based Pacific Panorama, LLC, filed for Chapter
11 bankruptcy protection on January 29, 2010 (Bankr. D. Nev. Case
No. 10-11464).  Armand Fried, Esq., who has an office in Las
Vegas, Nevada, assists the Company in its restructuring effort.
The Company listed $10,000,001 to $50,000,000 in assets and
$1,000,001 to $10,000,000 in liabilities.


PALISADES PARK PLAZA: Case Summary & 4 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Palisades Park Plaza North, Inc.
        660 River Vale Road
        River Vale, NJ 07675

Bankruptcy Case No.: 10-13394

Chapter 11 Petition Date: February 5, 2010

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

Debtor's Counsel: Vincent F. Papalia, Esq.
                  Saiber, LLC
                  One Gateway Center, 13th Floor
                  Newark, NJ 07102
                  Tel: (973) 622-3333
                  Fax: (973) 622-3349
                  Email: vfp@saiber.com

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

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

The petition was signed by Kwang Ho Keh, the company's president.

Debtor's List of 4 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
PRIF II Chemitek, LLC                             Claim is
Attn: David McClain                               believed to be
2160 N. Central Road                              fully secured.
Suite 308                                         Listed for
Fort Lee, NJ 07024                                notice purposes
                                                  only.

P II River Vale GC                                Claim is
GC Funding, LLC                                   believed to be
Attn: David McClain                               fully secured.
2160 N. Central Road                              Listed for
Suite 308                                         notice purposes
Fort Lee, NJ 07024                                only.

Internal Revenue Service                          Unknown
Attn: Insolvency Unit
20 Washington Place
Newark, NJ 07102

State of New Jersey                               Unknown
Division of Taxation
Revenue Processing Center
PO Box 281
Trenton, NJ 08646


PANOLAM HOLDINGS: Court Approves Closing of Chapter 11 Cases
------------------------------------------------------------
The Hon. Mary F. Walrath approved the closing of the Chapter 11
cases Panolam Holdings Co. and certain of its debtor-affiliates.

The Court also ordered that the Chapter 11 case of Panolam
Industries International, Inc. will no longer be jointly
administered with the Chapter 11 case of Panolam Holdings.

Shelton, Connecticut-based Panolam Holdings Co. filed for Chapter
11 bankruptcy protection on November 4, 2009 (Bankr. D. Delaware
Case No. 09-13889).  Its debtor-affiliates, Panolam Industries
International, Inc., Panolam Holdings II Co., Panolam Industries
Inc., Pioneer Plastics Corporation, Nevamar Holding Corp., Nevamar
Holdco, LLC, and Nevamar Company LLC also filed for bankruptcy.

Drew G. Sloan, Esq., Lee E. Kaufman, Esq., Mark D. Collins, Esq.,
and Michael Joseph Merchant, Esq., at Richards Layton & Finger,
P.A., assist the Debtors in their restructuring efforts.  Perella
Weinberg Partners is the Debtors' financial advisor.  Epiq
Bankruptcy Solutions LLC is the Debtors' claims agent.

Panolam Holdings listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities in its bankruptcy
petition.


PCAA PARENT: Gets Interim OK to Obtain Financing From ING
---------------------------------------------------------
PCAA Parent, LLC, et al., sought and obtained interim
authorization from the Hon. Mary F. Walrath of the U.S. Bankruptcy
Court for the District of Delaware to obtain postpetition secured
financing from a syndicate of lenders led by ING Real Estate
Finance (USA) LLC, as administrative agent, and use cash
collateral.

The DIP lenders have committed to provide up to $5 million in
revolving loans.  Upon satisfaction of the applicable conditions
precedent, including entry of the interim order, up to $1 million
of the DIP facility will be available for borrowing by the Debtors
with the balance of the DIP facility available upon the
satisfaction of the applicable conditions precedent, including
entry of the final order.  Any amounts loaned and repaid may be
reborrowed.

The attorney for the Debtors -- Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., and Matthew S. Barr, Esq., at
Milbank, Tweed, Hadley & McCloy LLP -- explained that the Debtors
need the money to fund their Chapter 11 case, pay suppliers and
other parties.  The Debtors will provide the DIP Agent a 13-week
budget setting forth the Debtors' expenditures and cash flow.  A
copy of the budget is available for free at:

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

The DIP facility will mature 150 days from the petition date.  The
DIP facility will incur interest at: (a) on that portion
maintained from time to time as a base rate loan, equal to the sum
of the alternate base rate (the higher of the base rate or 4.00%)
from time to time in effect plus the applicable base rate margin
(a per annum percentage rate equal to 7.00%); and (b) on that
portion maintained as a LIBO Rate Loan, during each Interest
Period applicable thereto, equal to the sum of the LIBO Rate (the
higher of an interest rate determined by the Administrative Agent
or 3.00%) for the interest period plus the applicable LIBO Rate
Margin (a per annum percentage rate t 8.00%).  In the event of
default, the Debtors will pay an additional 2% default interest
per annum.

The DIP Agent, as security, will receive (i) joint and several
claims with priority in payment over any and all administrative
expenses of the kinds specified or ordered; (ii) a perfected
firstpriority lien on all assets and property of PCAA and the
proceeds thereof; and (iii) a perfected junior lien on all
property of PCAA.

The DIP lien is subject to a carve out for U.S. Trustee and Clerk
of Court fees; up to $500,000 in fees payable to professional
employed in the Debtors' case; and up to $175,000 in fees of the
committee in pursuing actions challenging the DIP Lenders' lien.

The Debtors are required to pay a host of fees: (a) a commitment
fee to the DIP Lenders on the daily average undrawn amount of the
DIP Facility at a rate equal to 0.50% per annum, which will be
payable on each monthly payment date; (b) an agency fee to the DIP
Agent at a rate equal to 1.00% of the DIP Facility, or fees in the
amounts and on the dates set forth in the Agent's Fee Letter; and
(c) an upfront fee to the DIP Lenders at a rate equal to 2.00% of
the DIP Facility per annum, which will be payable and fully earned
upon the effective date.

Amounts outstanding under the DIP Facility will be prepaid, and
commitments permanently reduced on these terms: (i) on the Tuesday
after the end of each Budget Variance Review Period, in an amount
equal to the Excess Available Cash; (ii) within two business days
after receipt of the same, in an amount equal to 100% of the cash
proceeds of an assets sale; (iii) an amount equal to 100% of the
Loss Proceeds; an amount equal to 100% of the Loss Proceeds; an
amount equal to 100% of the cash proceeds as a result of the
incurrence of any indebtedness not permitted under the DIP Credit
Agreement; and (v) an amount equal to 100% of the cash proceeds
from the issuance, transfer or sale of the capital stock.

A copy of the DIP Financing Agreement is available for free at:

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

Messrs. Collins and Barr said that, the Debtors will also use the
Cash Collateral to provide additional liquidity.  In exchange for
using the cash collateral, the Debtors propose to grant the
prepetition lenders (a) a replacement security interest in and
lien upon the DIP collateral; (b) a superpriority administrative
expense claim; current cash payments of reasonable fees and
expenses of the Term Loan Adequate Protection parties; (d) the
term loan agent will be permitted to retain expert consultants and
financial advisors, the reasonable costs and expenses of which
will be paid by PCAA, and PCAA will provide any consultants and
advisors reasonable access; (e) PCAA will continue to provide the
term loan agent with financial and other reporting; and (f)
intercompany/affiliate liens of PCAA will be contractually
subordinated to the DIP Facility and the term loan adequate
protection liens.

The Court has set a final hearing for February 17, 2010, at
4:00 p.m. on the Debtors' request to use cash collateral and
obtain DIP financing.

The DIP Agent is represented by Mayer Brown LLP and Edwards Angell
Palmer & Dodge LLP.

                            About PCAA

Essington, Pennsylvania-based PCAA Parent, LLC, runs the largest
domestic off-site airport parking business, operating 31 off-site
airport parking facilities comprising over 40,000 parking spaces
near 20 major airports across the U.S.  The Company owns or leases
its off-airport parking facilities in, among other states,
California, Arizona, Colorado, Texas, Georgia, Tennessee,
Pennsylvania, Connecticut, New York, New Jersey, and Illinois.

The Company filed for Chapter 11 bankruptcy protection on
January 28, 2010 (Bankr. D. Delaware Case No. 10-10250).  John
Henry Knight, Esq.; Lee E. Kaufman, Esq.; and Mark D. Collins,
Esq.; and Zachary I. Shapiro, Esq., at Richards, Layton & Finger,
P.A., assist the Company in its restructuring effort.  The Company
listed $50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.

The Company's affiliates -- PCAA Chicago, LLC; Parking Company of
America Airports, LLC; PCA Airports, Ltd.; PCAA GP, LLC; Parking
Company of America Airports Phoenix, LLC; RCL Properties, LLC;
PCAA LP, LLC; PCAA Properties, LLC; Airport Parking Management,
Inc.; PCAA SP-OK, LLC; PCAA SP, LLC; PCAA Oakland, LLC; and PCAA
Missouri, LLC -- filed separate Chapter 11 bankruptcy petitions.


PCAA PARENT: Gets Court's Nod to Hire Epiq as Claims Agent
----------------------------------------------------------
PCAA Parent, LLC, et al., sought and obtained permission from the
Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District
of Delaware to employ Epiq Bankruptcy Solutions, LLC, as notice,
claims and balloting agent.

Epia will, among other things:

     a. prepare and serve a variety of documents on behalf of the
        Debtors in their Chapter 11 cases;

     b. file with the Clerk, within five business days of service,
        an affidavit off service denoting a list of persons to
        whom a particular documents was mailed, and the date that
        the document was mailed; and

     c. maintain an official copy of the Debtors' schedules of
        assets and liabilities and statements of financial
        affairs, listing the Debtors' known creditors and the
        amounts owed thereto.

     d. act as balloting agent.

Epiq will be compensated for its services based on its agreement
with the Debtors.  A copy of the agreement is available for free
at http://bankrupt.com/misc/PCAA_PARENT_claimsagentpact.pdf

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

Essington, Pennsylvania-based PCAA Parent, LLC, runs the largest
domestic off-site airport parking business, operating 31 off-site
airport parking facilities comprising over 40,000 parking spaces
near 20 major airports across the U.S.  The Company owns or leases
its off-airport parking facilities in, among other states,
California, Arizona, Colorado, Texas, Georgia, Tennessee,
Pennsylvania, Connecticut, New York, New Jersey, and Illinois.

The Company filed for Chapter 11 bankruptcy protection on
January 28, 2010 (Bankr. D. Delaware Case No. 10-10250).  John
Henry Knight, Esq.; Lee E. Kaufman, Esq.; and Mark D. Collins,
Esq.; and Zachary I. Shapiro, Esq., at Richards, Layton & Finger,
P.A., assist the Company in its restructuring effort.  The Company
listed $50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.

The Company's affiliates -- PCAA Chicago, LLC; Parking Company of
America Airports, LLC; PCA Airports, Ltd.; PCAA GP, LLC; Parking
Company of America Airports Phoenix, LLC; RCL Properties, LLC;
PCAA LP, LLC; PCAA Properties, LLC; Airport Parking Management,
Inc.; PCAA SP-OK, LLC; PCAA SP, LLC; PCAA Oakland, LLC; and PCAA
Missouri, LLC -- filed separate Chapter 11 bankruptcy petitions.


PCAA PARENT: Proposes April 20 Auction of Assets
------------------------------------------------
PCAA Parent, LLC, et al., have sought authorization from the U.S.
Bankruptcy Court for the District of Delaware to sell
substantially all of PCAA's assets, free and clear of all liens.

PCAA has filed bidding procedures and Stalking Horse Provisions.
PCAA has also proposed an April 20, 2010 auction of its assets.

Prior to the Petition Date, PCAA embarked on a comprehensive
restructuring effort, including exploring various strategic
alternatives like a transaction involving a sale of all or a
portion of PCAA's assets.  The sale-related efforts included
(i) entering into confidentiality agreements with multiple
parties, (ii) creating an electronic data room for diligence of
PCAA, and (iii) reviewing multiple letters of intent and
negotiating with multiple parties prior to agreeing to enter into
a sale agreement with Bainbridge/ZKS Holding Company, LLC, the
Stalking Horse Purchaser.

PCAA has also been working with the administrative agent for the
lenders under certain prepetition loan agreement, dated
September 1, 2006, among certain PCAA entities and the lenders
party thereto, to, among other things (i) obtain financing for
PCAA's operations as a bridge to a sale of all or substantially
all of its assets and (ii) finalize the terms of an exit strategy,
in the form of a Chapter 11 plan and disclosure statement, that
PCAA anticipates filing with the Court in the near term, which
will pave the way for an exit from Chapter 11 in the next few
months.

The aggregate consideration for the purchased assets will be (a)
an amount in cash equal to the $111,500,000 sale agreement, plus
the amount of pre-paid deposits, plus the amount of car on lot
revenue, minus the amount of pre-paid revenue; and (b) the
assumption of the assumed liabilities.

Upon the execution of the sale agreement, purchaser, sellers and
Wells Fargo Bank NA (the Escrow Agent) will enter into the escrow
agreement, and in accordance therewith, the Purchaser will
immediately deposit with the Escrow Agent an amount equal to 5% of
the Base Purchase Price.  In the event the Closing occurs on or
before the 14th calendar day after the entry of the sale order,
the Purchaser will be entitled to deposit an amount equal to
$500,000 of the Purchase Price with an escrow agent for
reimbursement of reasonable expenses.

The closing of the purchase and sale of the purchased assets and
the assumption of the assumed liabilities provided for in the sale
agreement will take place at the offices of Milbank, Tweed, Hadley
& McCloy LLP in New York or at such other place as the parties may
designate in writing at 10:00 a.m. on the date that is two
business days after the satisfaction of the closing conditions.

The break-up fee for the Purchaser will be $3,345,000.

The Debtors have proposed an April 10, 2010 deadline for the
submission of bids, and an April 28, 2010 hearing for the approval
of the sale.

A copy of the sale agreement and bidding procedures is available
for free at http://ResearchArchives.com/t/s?50dc

                            About PCAA

Essington, Pennsylvania-based PCAA Parent, LLC, runs the largest
domestic off-site airport parking business, operating 31 off-site
airport parking facilities comprising over 40,000 parking spaces
near 20 major airports across the U.S.  The Company owns or leases
its off-airport parking facilities in, among other states,
California, Arizona, Colorado, Texas, Georgia, Tennessee,
Pennsylvania, Connecticut, New York, New Jersey, and Illinois.

The Company filed for Chapter 11 bankruptcy protection on
January 28, 2010 (Bankr. D. Del. Case No. 10-10250).  John Henry
Knight, Esq.; Lee E. Kaufman, Esq.; and Mark D. Collins, Esq.; and
Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A.,
assist the Company in its restructuring effort.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Company listed
$50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.

The Company's affiliates -- PCAA Chicago, LLC; Parking Company of
America Airports, LLC; PCA Airports, Ltd.; PCAA GP, LLC; Parking
Company of America Airports Phoenix, LLC; RCL Properties, LLC;
PCAA LP, LLC; PCAA Properties, LLC; Airport Parking Management,
Inc.; PCAA SP-OK, LLC; PCAA SP, LLC; PCAA Oakland, LLC; and PCAA
Missouri, LLC -- filed separate Chapter 11 bankruptcy petitions.


PCAA PARENT: Section 341(a) Meeting Scheduled for March 4
---------------------------------------------------------
Roberta DeAngelis, the acting U.S. Trustee for Region 3, will
convene a meeting of creditors in PCAA Parent, LLC, et al.'s
Chapter 11 case on March 4, 2010, at 11:00 a.m.  The meeting will
be held at J. Caleb Boggs Federal Building, 2nd Floor, Room 2112.

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.

                            About PCAA

Essington, Pennsylvania-based PCAA Parent, LLC, runs the largest
domestic off-site airport parking business, operating 31 off-site
airport parking facilities comprising over 40,000 parking spaces
near 20 major airports across the U.S.  The Company owns or leases
its off-airport parking facilities in, among other states,
California, Arizona, Colorado, Texas, Georgia, Tennessee,
Pennsylvania, Connecticut, New York, New Jersey, and Illinois.

The Company filed for Chapter 11 bankruptcy protection on
January 28, 2010 (Bankr. D. Del. Case No. 10-10250).  John Henry
Knight, Esq.; Lee E. Kaufman, Esq.; and Mark D. Collins, Esq.; and
Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A.,
assist the Company in its restructuring effort.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Company listed
$50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.

The Company's affiliates -- PCAA Chicago, LLC; Parking Company of
America Airports, LLC; PCA Airports, Ltd.; PCAA GP, LLC; Parking
Company of America Airports Phoenix, LLC; RCL Properties, LLC;
PCAA LP, LLC; PCAA Properties, LLC; Airport Parking Management,
Inc.; PCAA SP-OK, LLC; PCAA SP, LLC; PCAA Oakland, LLC; and PCAA
Missouri, LLC -- filed separate Chapter 11 bankruptcy petitions.


PCAA PARENT: Taps Richards Layton as Bankruptcy Counsel
-------------------------------------------------------
PCAA Parent, LLC, et al., have sought authorization from the U.S.
Bankruptcy Court for the District of Delaware to employ Richards,
Layton & Finger, P.A., as bankruptcy counsel, nunc pro tunc to the
Petition Date.

Richards Layton will, among other things:

     a. prepare necessary petitions, motions, applications,
        orders, reports, and papers necessary to commence the
        Debtors' Chapter 11 cases;

     b. advise the Debtors of their rights, powers, and duties as
        debtors and debtors-in-possession under Chapter 11 of the
        Bankruptcy Code;

     c. take action to protect and preserve the Debtors' estates,
        including the prosecution of actions on the Debtors'
        behalf, the defense of actions commenced against the
        Debtors in the Chapter 11 case, the negotiation of
        disputes in which the Debtors are involved, and the
        preparation of objections to claims filed against the
        Debtors; and

     d. assist the Debtors with the sale of any of their assets.

John H. Knight, a director of Richards Layton, says that the firm
will be paid based on the hourly rates of its personnel:

        Mark D. Collins                $675
        John H. Knight                 $600
        Lee E. Kaufman                 $315
        Zachary I. Shapiro             $290
        Barbara J. Witters             $195

Mr. Knight assures the Court that Richards Layton is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                            About PCAA

Essington, Pennsylvania-based PCAA Parent, LLC, runs the largest
domestic off-site airport parking business, operating 31 off-site
airport parking facilities comprising over 40,000 parking spaces
near 20 major airports across the U.S.  The Company owns or leases
its off-airport parking facilities in, among other states,
California, Arizona, Colorado, Texas, Georgia, Tennessee,
Pennsylvania, Connecticut, New York, New Jersey, and Illinois.

The Company filed for Chapter 11 bankruptcy protection on
January 28, 2010 (Bankr. D. Del. Case No. 10-10250).  John Henry
Knight, Esq.; Lee E. Kaufman, Esq.; and Mark D. Collins, Esq.; and
Zachary I. Shapiro, Esq., at Richards, Layton & Finger, P.A.,
assist the Company in its restructuring effort.  Epiq Bankruptcy
Solutions serves as claims and notice agent.  The Company listed
$50,000,001 to $100,000,000 in assets and $100,000,001 to
$500,000,000 in liabilities.

The Company's affiliates -- PCAA Chicago, LLC; Parking Company of
America Airports, LLC; PCA Airports, Ltd.; PCAA GP, LLC; Parking
Company of America Airports Phoenix, LLC; RCL Properties, LLC;
PCAA LP, LLC; PCAA Properties, LLC; Airport Parking Management,
Inc.; PCAA SP-OK, LLC; PCAA SP, LLC; PCAA Oakland, LLC; and PCAA
Missouri, LLC -- filed separate Chapter 11 bankruptcy petitions.


PCAA PARENT: Wants to Hire Milbank Tweed as Co-Counsel
------------------------------------------------------
PCAA Parent, LLC, et al., have asked for authorization from the
U.S. Bankruptcy Court for the District of Delaware to employ
Milbank, Tweed, Hadley & McCloy LLP as attorney for PCAA.

The Debtors also filed with the Court a separate application for
the hiring of Richards, Layton & Finger, P.A., as bankruptcy
counsel for the Debtors, nunc pro tunc to the Petition Date.

Milbank will, among other things:

     a. advise PCAA of its rights, powers and duties as debtor and
        debtor-in-possession in the continued management of its
        businesses and properties;

     b. assist PCAA in reviewing and consummating any transactions
        contemplated during the Chapter 11 cases, including any
        financing agreements, assets sales and related
        transactions;

     c. assist PCAA in reviewing, estimating, and resolving claims
        asserted against its estates; and

     d. commence and conduct any and all litigation necessary or
        appropriate to assert rights held by PCAA or to defend
        PCAA, protect assets of its estates or otherwise further
        the goal of completing a successful reorganization.

Matthew S. Barr, a member of Milbank, says that the firm will be
paid based on the hourly rates of its personnel:

     Partners                          $750-$1,050
     Counsel                            $725-$925
     Associates & Senior Attorneys      $295-$695
     Legal Assistants                   $165-$285

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

Essington, Pennsylvania-based PCAA Parent, LLC, runs the largest
domestic off-site airport parking business, operating 31 off-site
airport parking facilities comprising over 40,000 parking spaces
near 20 major airports across the U.S.  The Company owns or leases
its off-airport parking facilities in, among other states,
California, Arizona, Colorado, Texas, Georgia, Tennessee,
Pennsylvania, Connecticut, New York, New Jersey, and Illinois.

The Company filed for Chapter 11 bankruptcy protection on
January 28, 2010 (Bankr. D. Delaware Case No. 10-10250).  The
Company listed $50,000,001 to $100,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

The Company's affiliates -- PCAA Chicago, LLC; Parking Company of
America Airports, LLC; PCA Airports, Ltd.; PCAA GP, LLC; Parking
Company of America Airports Phoenix, LLC; RCL Properties, LLC;
PCAA LP, LLC; PCAA Properties, LLC; Airport Parking Management,
Inc.; PCAA SP-OK, LLC; PCAA SP, LLC; PCAA Oakland, LLC; and PCAA
Missouri, LLC -- filed separate Chapter 11 bankruptcy petitions.


PENN TRAFFIC: Soundpost Partners Owns 3.3% of Common Stock
----------------------------------------------------------
Soundpost Partners, LP has filed with the Securities and Exchange
Commission Amendment No. 1 to its Schedule 13G which was initially
filed on February 17, 2009.

Soundpost Partners, LP, et al., disclosed that they may be deemed
to beneficially own shares of The Penn Traffic Company's common
stock, $0.01 par value:

                                         Shares
                                         Beneficially
   Company                               Owned         Percentage
   -------                               ------------  ----------
Soundpost Partners, LP                     285,500       3.3%
Soundpost Advisors, LLC                     18,291       0.2%
Soundpost Capital, LP                       18,291       0.2%
Jaime Lester                               285,500       3.3%

The CUSIP Number is 707832309.

A full-text copy of Soundpost Partners' amended Schedule 13G is
available for free at http://researcharchives.com/t/s?510f

                      About Penn Traffic

Syracuse, New York-based The Penn Traffic Company -- dba P&C
Foods, Bi-Lo Foods, and Quality Markets -- operates supermarkets
in Pennsylvania, upstate New York, Vermont, and New Hampshire
under the Bilo, P&C and Quality trade names.  The Company filed
for Chapter 11 bankruptcy protection on November 18, 2009 (Bankr.
D. Delaware Case No. 09-14078).  Ann C. Cordo, Esq., and Gregory
W. Werkheiser, Esq., at Morris, Nichols, Arsht & Tunnell assist
the Company in its restructuring effort.  Donlin Recano is the
Company's claims agent.  The Company listed $150,347,730 in assets
and $136,874,394 in liabilities as of May 4, 2009.

These affiliates also filed separate Chapter 11 petition: Sunrise
Properties, Inc.; Pennway Express, Inc.; Penny Curtiss Baking
Company, Inc.; Big M Supermarkets, Inc.; Commander Foods Inc.; P
and C Food Markets, Inc. of Vermont; and P.T. Development, LLC.


PHILADELPHIA NEWSPAPERS: Takes Rule 2019 Dispute to 3rd Circuit
---------------------------------------------------------------
Stephen Raslavich, Chief United States Bankruptcy Judge of the
United States Bankruptcy Court for the Eastern District of
Pennsylvania denied a bid by Philadelphia Newspapers L.L.C. to
force members of the Steering Group of Prepetition Lenders to
disclose the value and amount of the debt each owns pursuant to
Rule 2019 of the Federal Rules of Bankruptcy Procedure.

The Steering Group has opposed the Debtors' request, arguing that
it does not fall within the ambit of those subject to the rule,
and hence that it need not disclose any information beyond that
which has already been disclosed.

According to Judge Raslavich, while cogent arguments can be made
for why the rule should be expanded to include ad hoc committees
and, equally, for why it should not be, the language of the Rule
in its current iteration does not compel the disclosures sought.

The Debtors are taking an appeal from the Bankruptcy Court's
ruling to the U.S. Court of Appeals for the Third Circuit.

The Debtors are parties to a Credit and Guaranty Agreement,
originally dated June 29, 2006, as amended, with Citizens Bank and
a number of other lender parties.  There is roughly $300 million
owed under the Prepetition Credit Agreement, which consisted of a
term loan in the original principal amount of $295 million and a
senior revolving credit facility in the original stated amount of
$50 million.  Citizens is the administrative agent and collateral
agent for the collectivity of all of the lender parties.

The Steering Group first appeared in the Debtors' cases on
February 24, 2009.  At that time counsel for the "Group," Akin
Gump Strauss Haver & Feld LLP, identified the Group as being the
Steering "Committee" of secured lenders.  On April 15, 2009, Akin
Gump filed the first of three verified statements regarding
multiple representations under Rule 2019(a).  Akin Gump recited
that the lenders which comprised its client were: certain funds
and/or accounts managed or advised by the following entities: (i)
Angelo Gordon & Co., L.P., (ii) CIT Syndicated Loan Group, (iii)
Eaton Vance Management, (iv) McDonnell Investment Management LLC,
(v) General Electric Capital Corporation and (vi) Wells Fargo
Foothill.

Amendments to the Rule 2019(a) statement were filed on May 27,
2009 and again on December 3, 2009.  The May filing added Credit
Suisse Candlewood Special Situations Master Fund LTD as a member
of the Steering Group and deleted McDonnell Investment Management
LLC.  The December filing added Credit Suisse Loan Funding LLC as
a group member, re-added McDonnell Investment Management LLC, and
deleted Wells Fargo.

The Court noted that the Debtors have chided Akin Gump for a name
change "which they obviously view as a tactical ploy." According
to Judge Raslavich, "the Court, for its part, views this entire
aspect of the controversy to be a distraction and of no moment."

According to Andrew Maykuth and Christopher K. Hepp at
Philadelphia Inquirer, Judge Raslavich's ruling is a setback for
the Debtors, which contended that the information was important in
determining the true value of its $318 million secured debt and a
fair price to settle it.

Philadelphia Inquirer relates that a year ago, when the Debtors
filed for bankruptcy, a lawyer for the senior lenders said the
debt was trading for about 20 cents on the dollar, meaning the
current debt of $318 million would be worth about $64 million.

Philadelphia Inquirer notes the Debtors' bankruptcy exit plan
calls for paying senior lenders about $67 million in cash and
property to settle that debt.  To assure the creditors that the
offer is fair, the Debtors are holding the auction later this
year.  According to Philadelphia Inquirer, Lawrence G. McMichael,
Esq., at Dilworth Paxson LLP, Philadelphia, counsel to the
Debtors, said 36 potential bidders had signed nondisclosure
agreements allowing them to review the company's financial
records.

Philadelphia Inquirer relates the senior lenders have said they
would like to bid at the auction.

According to Philadelphia Inquirer, key to the lenders' hopes of
buying the company is the right to use the debt they are owed to
bid at the auction, which the company opposes on grounds that it
would scare away potential bidders willing to put new cash into
the business.  The Third Circuit Court of Appeals is considering
the lenders' request to credit bid, Philadelphia Inquirer says.

A full-text copy of the Bankruptcy Court's decision is available
at no charge at http://bankrupt.com/misc/1679_11204.pdf

                   About Philadelphia Newspapers

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Mark K. Thomas, Esq., and Paul V.
Possinger, Esq., at PROSKAUER ROSE LLP in Chicago, Illinois; and
Lawrence G. McMichael, Esq., Christie Callahan Comerford, Esq.,
and Anne M. Aaronson, Esq., at DILWORTH PAXSON LLP, in
Philadelphia, Pennsylvania, serve as bankruptcy counsel.  The
Debtors' financial advisor is Jefferies & Company Inc.  The Garden
City Group, Inc., serves as claims and notice agent.

Ben Logan, Esq., at O'MELVENY & MYERS LLP in Los Angeles,
California; and Gary Schildhorn, Esq., at ECKERT SEAMANS CHERIN &
MELLOTT, LLC in Philadelphia, represent the Official Committee of
Unsecured Creditors.  Fred S. Hodara, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP in
New York, represent the Steering Group of Prepetition Secured
Lenders.

Philadelphia Newspapers listed assets and debts of $100 million to
$500 million in its bankruptcy petition.


PHOENIX PLAZA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Phoenix Plaza Apartments, LLC
        1451 E. Chevy Chase Dr., #210
        Glendale, CA 91206

Bankruptcy Case No.: 10-02972

Chapter 11 Petition Date: February 5, 2010

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

Debtor's Counsel: Thomas G. Luikens, Esq.
                  Ayers & Brown, P.C.
                  4227 N. 32nd St., 1st Fl.
                  Phoenix, AZ 85018-4757
                  Tel: (602) 468-5700
                  Email: Thomas.Luikens@azbar.org

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/azb10-02972.pdf

The petition was signed by Rami Grinwald, member of the Company.


PIENSO LLC: Case Summary & 7 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Pienso LLC
        1016 Fleming Street
        Key West, FL 33040

Bankruptcy Case No.: 10-12690

Chapter 11 Petition Date: February 4, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: James A. Poe, Esq.
                  9500 S Dadeland Blvd #610
                  Miami, FL 33156
                  Tel: (305) 670-3950
                  Fax: (305) 670-3951
                  Email: jpoe@jamesalanpoepa.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
7 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/flsb10-12690.pdf

The petition was signed by Han Halls, owner of the Company.


PIXMAN NOMADIC: Restructures and Seeks Buyers for its Activities
----------------------------------------------------------------
Pixman Nomadic Media Inc. and its wholly-owned subsidiary, Pixman
Corporation Inc., have filed on February 2, 2010, a notice of
intention to make a proposal to creditors under the Bankruptcy and
Insolvency Act.  As such, they have retained the services of
PriceWaterhouseCoopers Inc.to oversee the reorganization process
and assist the Companies in their search for prospective
purchasers.

Due to the unsuccessful efforts to find additional financing, this
step was unavoidable. Similarly, the Companies announce the
resignation of all Board of Directors members as well as the
resignation of the interim President and CEO.

Pixman Nomadic Media Inc. -- http://www.pixmen.com-- is a Canada-
based media company offering a variety of nomadic multimedia
solutions and services to clients and agencies around the world.
The Company has two reportable segments: Nomadic Media Services
and International Licensing.  The Nomadic Media Services segment
provides and resells turnkey media services in North America and
Europe, including event planning, Pixman System deployment and
content development to customers seeking to promote brands,
companies and products.  The International Licensing segment
designs, manufactures, licenses and sells or leases Pixman
Systems.  Its subsidiaries include Pixman Europe S.L. and Pixman
USA Inc.  In September 2008, the Company acquired Pixnet Inc.,
owner of a proven technological platform in the area of mobile
content and digital signage management.  In December 2008, the
Company acquired Pixnet Inc.


POWELL'S INTERNATIONAL: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Powell's International, Inc.
          aka Powell Volvo
        6500 E McDowell Rd
        Scottsdale, AZ 85257

Bankruptcy Case No.: 10-02965

Chapter 11 Petition Date: February 4, 2010

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

Debtor's Counsel: Philip Clark Tower, Esq.
                  Law Office Of Philip Tower
                  11811 N Tatum Blvd #3031
                  Phoenix, AZ 85028
                  Tel: (602) 692-9609
                  Fax: (602) 296-0450
                  Email: pctower@tower-law.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 Stan Powell, president and general
manager of the Company.


PRIMUS TELECOM: Morgens Waterfall Owns 6.3% of Common Stock
-----------------------------------------------------------
Morgens, Waterfall, Vintiadis & Co., Inc., has filed with the
Securities and Exchange Commission Amendment No. 1 to its Schedule
13G which was initially filed on July 29, 2009.

The Reporting Persons disclosed that they may be deemed to
beneficially own shares of Primus Telecommunications Group,
Incorporated's common stock:

                                         Shares
                                         Beneficially
   Company                               Owned         Percentage
   -------                               ------------  ----------
Phaeton International (BVI) Ltd.           160,393       2.2%
Phoenix Partners, L.P.                     271,778       3.6%
Phoenix Partners II, L.P.                   34,635       0.5%
Morgens, Waterfall, Vintiadis & Co., Inc.  466,806       6.3%
Edwin H. Morgens                           466,806       6.3%

The percentages used to calculate beneficial ownership are based
upon (i) 9,600,000 shares of Common Stock that were outstanding as
of October 31, 2009, as reported by the Company in its Form 10-Q
for the quarterly period ended September 30, 2009, filed on
November 16, 2009, and (ii) 143,334 shares of Common Stock deemed
to be outstanding pursuant to Rule 13d-3(d)(1)(i) because such
shares may be obtained and beneficially owned upon exercise within
60 days of derivative securities currently owned by the Reporting
Persons.  Pursuant to Rule 13d-3(d)(1)(i) the number of issued and
outstanding shares of Common Stock assumes that each other
shareholder of the Company does not exercise herein within 60
days.

A full-text copy of Morgens, Waterfall, Vintiadis & Co., Inc.'s
amended Schedule 13G is available for free at:

               http://researcharchives.com/t/s?510a

                       About Primus Telecom

PRIMUS Telecommunications Group, Incorporated (OTC BB: PMUG) --
http://www.primustel.com/-- is a facilities-based integrated
global communications services provider offering international and
domestic voice, voice-over-Internet protocol (VOIP), Internet,
wireless, data and hosting services to business and residential
retail customers and other carriers located primarily in the
United States, Canada, Australia, the United Kingdom and western
Europe. PRIMUS provides services over its global network of owned
and leased transmission facilities, including approximately 500
points-of-presence (POPs) throughout the world, ownership
interests in undersea fiber optic cable systems, 18 carrier-grade
international gateway and domestic switches, and a variety of
operating relationships that allow it to deliver traffic
worldwide. Founded in 1994, PRIMUS is based in McLean, Virginia.

The Company and four its affiliates filed for Chapter 11
protection on March 16, 2009 (Bankr. D. Del. Lead Case No.
09-10867).  George N. Panagakis, Esq., and T Kellan Grant, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, are the
Debtors' proposed counsel.  Davis L. Wright, Esq., Eric M. Davis,
Esq., and Anthony Clark, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Wilmington, Delaware, are the Debtors' proposed local
counsel.  The Debtor proposed CRT Investment Banking LLC as
financial adviser and investment banker.  When the Debtors filed
for protection from their creditors, they listed assets between
$100 million and $500 million, and debts between $500 million and
$1 billion.

The Debtors filed their proposed plan of reorganization together
with their bankruptcy petitions on March 16, 2009.  An amended
reorganization plan was filed April 27, 2009 and the final plan
was filed on June 12, 2009.  Primus has implemented its Chapter 11
reorganization plan.  Primus' Chapter 11 plan was confirmed by the
U.S. Bankruptcy Court for the District of Delaware on June 12,
2009.

                          *     *     *

As reported in the Troubled Company Reporter on December 8, 2009,
Standard & Poor's Rating Services assigned its 'B-' corporate
credit rating to Primus Telecommunications Group Inc.  S&P also
assigned 'B' issue-level and '2' recovery ratings to an
aggregate $130 million of debt expected to be issued by two Primus
units: Primus Telecommunications Holding Inc.'s $85 million senior
secured notes due 2016 and Primus Telecommunications Canada Inc.'s
$45 million senior secured notes due 2016.  The '2' recovery
rating indicates expectations for substantial (70%-90%) recovery
of principal in the event of payment default.

At the same time S&P assigned its 'CCC+' issue-level and '5'
recovery ratings to unit Primus Telecommunications IHC Inc.'s
existing $123 million senior secured subordinated notes due 2013.
The '5' recovery rating on the notes indicates expectations for
modest (10%-30%) recovery in the event of payment default.
Outstanding debt, pro forma for the new notes, will be
approximately $260 million, not adjusted for operating leases.
Primus emerged from Chapter 11 bankruptcy on July 1, 2009, having
discharged over half of its pre-petition debt.


PROFESSIONAL LAND: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Professional Land Development, LLC
        2305 Morrison Ave.
        Tampa, Fl 33629

Bankruptcy Case No.: 10-02569

Chapter 11 Petition Date: February 5, 2010

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

Judge: Catherine Peek McEwen

Debtor's Counsel: Malka Isaak, Esq.
                  Law Office of Malka Isaak
                  6014 US Highway 19, Suite 305
                  New Port Richey, FL 34652
                  Tel: (727) 967-4847
                  Fax: (727) 846-7687
                  Email: malkaisaak@gmail.com

                  Ziona Kopelovich, Esq.
                  Debt Relief Law Offices of Tampa Bay LLC
                  6014 US Highway 19 Ste 305
                  New Port Richey, FL 34652-2590
                  Tel: (727) 849-3328
                  Fax : 727-846-6787
                  Email: zionak@yahoo.com

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

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

The petition was signed by Gregory D. Bennett, the company's
managing member.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Bank of America            Purchase Money         $17,500,000
PO Box 15719                                      Value: $0
Wilmington, DE 19886

Belle Verde Golf           Non-Homestead          $10,600,000
Community/Oppenheimer                             Value: $0
c/o District Management Svs
2002 N. Lois Ave., Ste. 507
Tampa, FL 33607

Grace Rocco                Loan                   $2,227,600
3125 West Fifth St.
Santa Ana, CA

IRS                        Taxes                  $1,545,000
3848 West Columbus Dr.
Tampa, FL 33607

William Bennett            Loan                   $918,267
18891 Green Willow Ct.
Santa Ana, CA 92705

Pasco County Tax           Non-Homestead          $733,789
Collector                                         Value: $0
PO Box 276
Dade City, FL 33526

Wilson Miller Inc.         Services               $250,000
PO Box 409756
Atlanta, GA 30384

Belle Verde Golf CDD       Services               $174,883

Janet Bennett              Loan                   $106,000

Sandy Solomon              Judgement              $70,000

Stearns, Weaver, Miller,   Services               $30,000
Weissler, Alhadeff

Ferguson Waterworks        Services               $30,000

Tea Esser                  Loan                   $28,000

Stearns Weaver             Services               $27,000

Hyde Park Accounts         Services               $25,240

Bricklemeyer, Smolker &    Services               $25,000
Bolves, PA

Thamir Kaddouri            Services               $20,000

Farella, Braun & Martel    Services               $13,564

Heidt & Associates, Inc.   Non-Homestead          $9,613
                                                  Value: $0

Johnson, Pope, Bokor,      Services               $8,762
Rupperl & Burns, LLP


PROLIANCE INTERNATIONAL: Auctions NRF Stock on February 17
----------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware authorized Proliance International, Inc.,
and its debtor-affiliates to sell stock of Nederlandse Radiateuren
Fabriek B.V. subsidiary, subject to bigger and better offers,
under Section 363 of the U.S. Bankruptcy Code.

As reported in the Troubled Company Reporter on January 6, 2010,
Proliance International executed a definitive agreement for the
sale of 100% of the stock of its Nederlandse Radiateuren Fabriek
B.V. subsidiary to Mentha Capital for approximately
EUR13.5 million in cash.

Established in 1927, NRF is a leading European aftermarket
manufacturer and distributor of automotive, industrial and railway
heat transfer products with a manufacturing and distribution
presence in almost every Western European country.

The auction is scheduled for February 17, 2010, at the offices of
Jones Day, located at 222 East 41st Street, New York City.
Qualified bids must be submitted not later than 4:00 p.m.
(prevailing Eastern Time) on February 15, 2010.

The sale hearing will be on February 19, 2010, at 2:00
p.m.(prevailing Eastern Time.)  Objections, if any, are due on
February 17, 2010, at 4:00 p.m. (prevailing Eastern Time.)

The Debtors are authorized to offer the break-up fee not to exceed
EUR500,000 and an expense reimbursement not to exceed EUR100,000.

TM Capital Corp. and Holland Corporate Finance are acting
as exclusive advisors with respect to the sale process and will
collect bid submissions on the Company's behalf.

                 About Proliance International

Based in New Haven, Connecticut, Proliance International, Inc. --
http://www.pliii.com/-- aka Godan makes automobile parts.  The
Company and its affiliates filed for Chapter 11 on July 2, 2009
(Bankr. D. Del. Lead Case No. 09-12278).  Christopher M. Samis,
Esq., and Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger PA, represent the Debtors in their restructuring efforts.
The Debtors' financial condition as of June 22, 2009, showed total
assets of $160.3 million and total debts of $133.5 million.

The sale of Proliance's North American assets to Centrum Equities
XV, LLC, was consummated under the provisions of Section 363 of
the Bankruptcy Code on August 14, 2009.


REPUBLIC MORTGAGE: Moody's Cuts Insurance Strength Rating to "Ba1"
------------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1, from Baa2, the
insurance financial strength rating of Republic Mortgage Insurance
Company.  The rating action reflects continued deterioration in
the capital position of the firm caused by prolonged weakness in
the performance of its insured portfolio.  The rating outlook is
negative.

According to Moody's, the rating action reflects higher expected
losses in RMIC's insured portfolio as a result of higher than
anticipated delinquencies.  Current observations, however, suggest
that the MI's new delinquencies may be plateauing, thereby
limiting the extent of the deterioration.  Moody's has estimated
RMIC's future losses using a loss curve approach derived from the
mortgage insurance industry's experience in prior regional
stresses, giving credit for loss mitigations such as captive
reinsurance, policy rescissions, and loan modifications.  Under
current Moody's estimates, RMIC's total claim paying resources
cover approximately 1.2 time future expected claims (present
valued) of about $4.1 billion, consistent with a rating below
investment grade.  Uncertainty remains, however, about ultimate
losses, especially given the challenging economic environment.

The rating agency said that RMIC's Ba1 rating reflects some
implicit continued support from its parent.  Old Republic
contributed approximately $150 million of capital to its mortgage
insurance subsidiary during the course of 2009, maintaining the
mortgage insurer's ability to write new business.  Without Old
Republic's ownership, RMIC's rating would be lower.

RMIC has reported quarterly net losses since the third quarter of
2007 and Moody's does not expect this trend to reverse in the near
term.

Moody's added that RMIC is relatively well positioned to take
advantage of current market conditions given its strong parent,
tight underwriting standards and improved premium rates.  RMIC's
net premiums earned were $562 million (net of a $82.5 million
captive restructuring) for 2009, down from $592 million in 2008.
The firm is, however, exposed to the uncertain dynamics of the
mortgage industry as the US government evaluates possible
substantial changes to Fannie Mae and Freddie Mac.  Mortgage
insurers have strongly benefited from the GSEs' requirement, under
their federal charter, to use credit enhancement on mortgages with
loan-to-value in excess of 80%.  Any meaningful change to the GSEs
could have material consequences for the mortgage insurers.

This rating has been downgraded, with a negative outlook:

* Republic Mortgage Insurance Company -- insurance financial
  strength to Ba1, from Baa2.

The last rating action related to RMIC occurred on February 13,
2009, when Moody's downgraded the company's the insurance
financial strength rating to Baa2, from A1.

RMIC writes mortgage insurance in the United States, and is a
wholly-owned subsidiary of publicly traded Old Republic
International Corporation.  Old Republic, headquartered in
Chicago, Illinois, is a multi-line insurance holding company whose
subsidiaries are engaged in property and casualty insurance,
mortgage guaranty, and title insurance.


RESIDENTIAL CAPITAL: Moody's Maintains 'C' Rating
-------------------------------------------------
Moody's Investors Service said it is maintaining Residential
Capital (ResCap)'s senior secured, junior secured, and senior
unsecured bond ratings at C. The outlook for all ratings is
stable. In a separate action, Moody's upgraded ResCap's parent
GMAC Inc.'s (GMAC) senior debt to B3 from Ca.

The C rating reflects ResCap's standalone credit profile and
uncertainty regarding long term support from GMAC. Although
Moody's believes GMAC is likely to provide ResCap with sufficient
liquidity support to service its 2010 obligations, GMAC's long-
term support and ownership of ResCap is more questionable due to
the lack of strategic fit between the companies.

From a standalone perspective, ResCap has required support from
GMAC to continue as a going concern for some time. ResCap will
likely require support from GMAC to service its 2010 debt
maturities, and may require additional capital support as well.
Although the company's recent action to write-down a substantial
amount of its mortgage portfolio reduces the risk of further
charges related to these assets, there could be further
deterioration, especially if the US economy follows a worse than
expected path.

Additionally, ResCap is exposed to the risk of liability for loans
sold with recourse and contingent commitment to fund draws on home
equity lines of credit in off-balance sheet securitizations. Each
of these issues could be a drain on capital and liquidity. Should
parental support be discontinued Moody's believes ResCap would
eventually default on its obligations. Should ResCap default and
be liquidated, Moody's believes the recovery for bondholders could
be low (less than 50%), which is consistent with a C rating.
"ResCap has recorded thirteen consecutive quarterly losses, its
liquidity position is tenuous, capital insufficient and franchise
impaired," said Moody's Vice President and Senior Credit Officer
Craig Emrick.

In regards to support, Moody's acknowledges that GMAC's ability to
support ResCap has increased through GMAC's receipt of multiple
capital injections from the US Treasury, the latest occurring in
December 2009.

Additionally, GMAC has shown a willingness to support ResCap.
GMAC's $2.7 billion capital injection into ResCap in December 2009
was the latest in a long series of actions taken to provide
capital and liquidity support.

Moody's does believe it is likely GMAC will provide ResCap with
sufficient liquidity support to service its 2010 obligations.
However, GMAC's long-term support and ownership of ResCap is more
questionable due to the lack of strategic fit between the
companies.

ResCap's senior and junior secured notes have a second and third
lien claim behind the GMAC senior secured credit facility on
certain assets of ResCap.  However, these secured notes are rated
the same as ResCap's unsecured debt because Moody's does not
believe these notes are likely to experience a significantly
enhanced recovery due to the small amount and low quality of
eligible collateral.

The last rating action on ResCap was November 20, 2008 when
Moody's downgraded the company's senior secured, junior secured,
and unsecured senior debt to C from Ca.


ROBERT N LUPO: Court Establishes March 2 as Claims Bar Date
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts has
established March 2, 2010, as the last day for any individual or
entity to file proofs of claim against Robert N. Lupo.

Weston, Massachusetts-based Robert N. Lupo filed for Chapter 11
bankruptcy protection on December 10, 2009 (Bankr. D. Mass. Case
No. 09-21945).  Andrew G. Lizotte, Esq., at Hanify & King, P. C.,
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.


ROCHELLE ROJAS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Rochelle J. Rojas
          aka Rochelle J. Orozco
          dba Black Paw Management, LLC
        114 W. Pierson St.
        Phoenix, AZ 85013

Bankruptcy Case No.: 10-03070

Chapter 11 Petition Date: February 5, 2010

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Lawrence D. Hirsch, Esq.
                  Deconcini Mcdonald Yetwin & Lacy, PC
                  7310 N 16th, St #330
                  Phoenix, AZ 85020
                  Tel: (602) 282-0472
                  Fax: (602) 282-0520
                  Email: lhirsch@dmylphx.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 $1,719,487,
and total debts of $3,992,542.

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

             http://bankrupt.com/misc/azb10-03070.pdf

The petition was signed by Ms. Rojas.


ROBERT JULIO ALARCON: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Joint Debtors: Robert Julio Alarcon
                 aka Bob Alarcon
               Jill Robin Newgren
                 aka Jill Alarcon
               P.O. Box 502
               Felton, CA 95018

Bankruptcy Case No.: 10-50699

Chapter 11 Petition Date: January 26, 2010

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

Debtors' Counsel: Judson T. Farley, Esq.
                  Law Offices of Judson T. Farley
                  830 Bay Ave. #B
                  Capitola, CA 95010-2173
                  Tel: (831) 476-1766
                  Email: judsonfarley@sbcglobal.net

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

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

According to the schedules, the Company has assets of $1,212,530
and total debts of $1,800,201.

A full-text copy of the Debtors' petition, including a list of
their 20 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/canb10-50699.pdf

The petition was signed by the Joint Debtors.


SAIGON VILLAGE: Can Access Cash Collateral to Pay Power Bills
-------------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
District of California approved the stipulation authorizing Saigon
Village, LLC, to access cash collateral to pay PG&E power bills.

The Debtor relates that its debtor-in-possession account has a
current balance of $28,000.  These fund represent rents paid to
the Debtor.

East West Bank, as assignee of the FDIC receivership of United
Commercial Bank, consented to the use of cash collateral to pay
the property's power bills' outstanding amounts of $1,870
(interior) and $569 (exterior).

The Debtor relates that the bank claims amounting $18,489,985 is
secured by certain property owned by the Debtor at 6032-6096
Stevenson Blvd., Fremont, California, in Almeda County.  The
Debtor adds that property has a value of $24,000,000.  The bank
does not agree that it is adequately protected.

East West also consented to use cash collateral to pay monthly
insurance premiums.

Milpitas, California-based Saigon Village, LLC, filed for Chapter
11 bankruptcy protection on December 3, 2009 (Bankr. N.D. Calif.
Case No. 09-60597).  Lawrence A. Jacobson, Esq., at Law Offices of
Cohen and Jacobson 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.


SERVICE MASTER: Bank Debt Trades at 7% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which The ServiceMaster
Co. is a borrower traded in the secondary market at 92.56 cents-
on-the-dollar during the week ended Friday, Feb. 5, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.66
percentage points from the previous week, The Journal relates.
The Company pays 300 basis points above LIBOR to borrow under the
facility.  The bank loan matures on July 24, 2014, and carries
Moody's B1 rating and Standard & Poor's B+ rating.  The syndicated
loan is one of the biggest gainers and losers among 180 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

The ServiceMaster Co. -- http://www.servicemaster.com/-- serves
residential and commercial customers through a network of over
5,500 company-owned locations and franchised licenses.  The
Company's brands include TruGreen, TruGreen LandCare, Terminix,
American Home Shield, ServiceMaster Clean, Merry Maids, Furniture
Medic, and AmeriSpec.  The core services of the Company include
lawn care and landscape maintenance, termite and pest control,
home warranties, disaster response and reconstruction, cleaning
and disaster restoration, house cleaning, furniture repair, and
home inspection.


SILVER SPRING: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Silver Spring Development, LLC
        10971 Four Seasons Place, Suite 216
        Crown Point, IN 46307-8012

Bankruptcy Case No.: 10-20349

Chapter 11 Petition Date: February 4, 2010

Court: United States Bankruptcy Court
       Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: Andrew L. Kraemer, Esq.
                  506 East 86th Ave.
                  Merrillville, IN 46410
                  Tel: (219) 791-9630
                  Fax: (219) 791-9631
                  Email: kraemera@sbcglobal.net

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

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

A list of the Company's 3 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/innb10-20349.pdf


SL GREEN: Fitch Affirms Issuer Default Rating at "BB+"
------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating of SL Green
Realty Corp. and its subsidiaries SL Green Operating Partnership,
L.P., and Reckson Operating Partnership, L.P.:

SL Green Realty Corp.

  -- IDR at "BB+";
  -- Perpetual preferred stock at "BB-".

SL Green Operating Partnership, L.P.

  -- IDR at "BB+";
  -- Revolving credit facility at "BB+";
  -- Convertible unsecured notes at "BB+".

Reckson Operating Partnership, L.P.

  -- IDR at "BB+";
  -- Senior unsecured notes at "BB+"
  -- Convertible unsecured notes at "BB+".

In addition, Fitch has assigned a "BB-" rating to SL Green
Operating Partnership, L.P.'s junior subordinated notes.

The Rating Outlook for the IDRs is revised to Stable from
Negative.

The rating affirmations and Outlook revision reflect Fitch's
expectation that SLG's consolidated leverage and coverage metrics
will remain largely unchanged relative to current levels despite
soft property fundamentals, as signs of positive absorption and
office-using employment show further signs of stability.

The affirmations also reflect SLG's solid liquidity position, and
the consistent performance of SLG's portfolio of office assets as
evidenced by 93.4% occupancy as of Dec. 31, 2009, which, while
down from 95.2% as of Dec. 31, 2008, remains strong relative to
SLG's markets.  In addition, the company reported year-over-year
2009 same-store net operating income growth of 3.7%, demonstrating
SLG's ability to manage its portfolio through the current
downturn.

The ratings also reflect the company's consistent leverage,
measured as net debt to recurring operating EBITDA, of 8.3 times
and 8.2x for 2009 and 2008, respectively, and fixed-charge
coverage ratio (defined as recurring operating EBITDA less capital
expenditures and straight-line rents, divided by interest incurred
and preferred stock distributions) of 1.7x for the year ended
Dec. 31, 2009, up from 1.5x for Dec. 31, 2008.  Each of these
metrics is appropriate for the rating category.

Fitch's projected fixed charge coverage on a risk-adjusted
earnings basis under Fitch's base case scenario is 1.6x and 1.5x
for 2010 and 2011, respectively.

Fitch notes that SLG maintains a liquidity surplus, with sources
of liquidity (cash, availability under SLG's unsecured revolving
credit facility and expected retained cash flows from operating
activities) covering uses of liquidity (debt payments and expected
development and recurring capital expenditures) by 1.2x for the
period Jan.  1, 2010 to Dec. 31, 2011.  This liquidity surplus is
driven by over $460 million of unrestricted cash on hand,
including $122.6 million in net proceeds from SLG's January 2010
perpetual preferred stock offering.  Additionally, Fitch notes
that SLG has accessed multiple forms of capital during challenging
market conditions over the past nine months.

The ratings also point to the strength of SLG's management team,
and its ability to maintain solid occupancy and liquidity
throughout the downturn.  In addition, the company's ratios under
its unsecured credit facilities' financial covenants do not hinder
the company's financial flexibility.

Fitch's concerns include SLG's potential future capital
requirements, including debt repayment and investment capital,
which could cause potential challenges in the event that capital
markets access becomes more difficult.  These challenges could
include the inability to refinance maturing mortgages at face
value.

Additional concerns include relatively weak office property
fundamentals in SLG's markets, which may negatively impact the
earnings power of the company's portfolio, as well as the
geographic concentration of SLG's portfolio of office properties
in Metro New York City and SLG's exposure to financial services
tenants -- which account for 41% of SLG's consolidated base rental
revenue as of Dec. 31, 2009.  While the company raised
approximately $532 million of common and preferred stock over the
past nine months, Fitch calculated SLG's risk-adjusted
capitalization ratio to be 0.9x as of Dec. 31, 2009.  This
indicates that SLG is moderately undercapitalized on a risk-
adjusted basis at a "BB" stress level.

While SLG's unsecured line of credit does not mature until 2012,
it is almost fully drawn, limiting the company's financial
flexibility.

Fitch's rating of SL Green Operating Partnership, L.P.'s junior
subordinated notes at "BB-" reflects Fitch's view that the notes
rank pari passu with SLG's perpetual preferred stock.

The two-notch difference between SLG's IDR and its perpetual
preferred stock rating is consistent with Fitch's criteria for
corporate entities with hybrid securities.  Based on Fitch's
criteria reports, "Rating Hybrid Securities' and "Equity Credit
for Hybrids and Other Capital Securities - Amended" both dated
Dec. 29, 2009, the company's cumulative preferred stock has loss
absorption elements that would likely result in poor recoveries in
the event of a corporate default.

Fitch's existing ratings and/or Outlook may improve if, on a
consolidated basis:

  -- Fixed charge coverage sustained above 2.0x for several
     consecutive quarters (coverage was 1.8x for the year ended
     Dec. 31, 2009);

  -- Total debt to annualized recurring operating EBITDA sustained
     below 7.5x (leverage was 8.3x as of Dec. 31, 2009);

  -- Unencumbered asset to unsecured debt coverage ratio sustained
     above 2.5x on a covenanted basis (this ratio was 2.1x as of
     Dec. 31, 2009);

  -- SLG sustained a liquidity surplus on a consolidated basis
     through 2012.

Conversely, Fitch's existing ratings and/or Outlook could come
under pressure if, on a consolidated basis:

  -- Fixed charge coverage fell to 1.5x or lower for several
     consecutive quarters;

  -- Leverage increased above 8.5x;

  -- Unencumbered asset to unsecured debt coverage ratio fell
     below 1.5x on a covenanted basis;

  -- SLG had a liquidity shortfall.

SL Green is a self-administered and self-managed real estate
investment trust that predominantly acquires, owns, repositions
and manages Manhattan and suburban office properties.  On a
consolidated basis as of Dec. 31, 2009, the company owned 29 New
York City office properties totaling approximately 23,211,200
square feet, and 31 suburban assets totaling 6,804,700 square
feet.  SL Green also held investment interests in eight retail
properties, three development properties, and two land interests.
SL Green had $10.5 billion in total book assets and $4.4 billion
in total shareholders' equity as of Dec. 31, 2009.


SMURFIT-STONE CONTAINER: To Strike $650M Exit Financing Deal
------------------------------------------------------------
Law360 reports that Smurfit-Stone Container Corp. has asked a
judge to allow it to enter into a $650 million revolving credit
facility deal as part of an exit financing package designed to
serve the company's cash needs as it emerges from Chapter 11
protection.

Smurfit-Stone Container Corp. -- http://www.smurfit-stone.com/--
is one of the leading integrated manufacturers of paperboard and
paper-based packaging in North America and one of the world's
largest paper recyclers.  The Company operates 162 manufacturing
facilities that are primarily located in the United States and
Canada.  The Company also owns roughly one million acres of
timberland in Canada and operates wood harvesting facilities in
Canada and the United States.  The Company employs roughly 21,250
employees, 17,400 of which are based in the United States.  For
the quarterly period ended September 30, 2008, the Company
reported roughly US$7.450 billion in total assets and
US$5.582 billion in total liabilities on a consolidated basis.

Smurfit-Stone and its U.S. and Canadian subsidiaries filed for
Chapter 11 protection on January 26, 2009 (Bankr. D. Del. Lead
Case No. 09-10235).  Certain of the company's affiliates,
including Smurfit-Stone Container Canada Inc., a wholly owned
subsidiary of SSCE, and certain of its affiliates, filed to
reorganize under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice in Canada.

Smurfit-Stone joined pulp- and paper-related bankruptcies as
rising Internet use hurts magazines and newspapers.  Corporacion
Durango SAB, Mexico's largest papermaker, sought U.S. bankruptcy
in October.  Quebecor World Inc., a magazine printer and Pope &
Talbot Inc., a pulp-mill operator, also sought cross-border
bankruptcies for their operations in the U.S. and Canada.

James F. Conlan, Esq., Matthew A. Clemente, Esq., Dennis M.
Twomey, Esq., and Bojan Guzina, Esq., at Sidley Austin LLP, in
Chicago, Illinois; and Robert S. Brady, Esq., and Edmon L. Morton,
Esq., at Young Conaway Stargatt & Taylor in Wilmington, Delaware,
serve as the Debtors' bankruptcy counsel.  PricewaterhouseCooper
LLC, serves as the Debtors' financial and investment consultants.
Lazard Freres & Co. LLC acts as the Debtors' investment bankers.
Epiq Bankruptcy Solutions LLC acts as the Debtors' notice and
claims agent.

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


SONICBLUE INC: SB Claims Wins Substantial Contribution Award
------------------------------------------------------------
WestLaw reports that in a Chapter 11 case "riddled with
wrongdoing" by estate fiduciaries, SB Claims Holder, a claims
trader's successor was entitled to payment, as an administrative
expense, of $300,000 in fees and expenses incurred in challenging
a fee application filed by special litigation counsel -- on top of
a nearly $700,000 substantial contribution award previously
approved by the bankruptcy court.  The successor's involvement
substantially contributed in assuring the integrity of the
reorganization process as well as the progress of the case, the
bankruptcy court found.  The successor insisted that an
evidentiary hearing was necessary to address various issues
surrounding a particular settlement.  Counsel for the successor
brought its considerable experience and energy as a civil
litigation firm to bear in both trial preparation and the trial
itself, aiding in the development of legal theories and the
evidence.  After the close of evidence, the parties reached a
resolution whereby special litigation counsel relinquished its
rights to $750,000.00 in unpaid fees.  The successor's
participation also cast a bright light on the roles played in the
case by noteholders' counsel and another attorney, the court
observed.  In re SONICblue, Inc., --- B.R. ----, 2009 WL 5197856
(Bankr. N.D. Calif.) (Morgan, J.).

SONICblue Inc. is a consumer electronics company.  Prior to
January 2001, SONICblue's primary business was to supply graphics
and multimedia accelerator subsystems for personal computers.
SONICblue completed the acquisition of ReplayTV, Inc., a developer
of personal television technology, on August 1, 2001.  SONICblue
completed the acquisition of Sensory Science, a developer of
consumer electronics products, including dual deck videocassette
player/recorders and DVD players, on June 27, 2001.  Debtor
Diamond Multimedia Systems Inc. was an established PC original
equipment manufacturer and retail provider of communications and
home networking solutions, PC graphics and audio add-in boards and
digital audio players.

SONICblue Inc. and its debtor-affiliates filed for chapter 11
bankruptcy on March 21, 2003, before the U.S. Bankruptcy Court for
the Northern District of California (Lead Case No. 03-51775).  The
Debtors employed Pillsbury Winthrop Shaw Pittman LLP formerly
Pillsbury Winthrop LLP as their bankruptcy counsel.  Houlihan
Lokey Howard & Zukin Capital served as their financial advisors.

Early into the case, the U.S. Trustee appointed an official
Creditors' committee in the case. On Oct. 4, 2007, the Bankruptcy
Court directed the U.S. Trustee to reconstitute the
Initial Creditors' Committee.

The Initial Creditors' Committee retained Levene, Neale, Bender,
Rankin & Brill LLP as bankruptcy counsel; and Alliant Partners, as
financial advisors.

On March 26, 2007, the Bankruptcy Court disqualified Pillsbury as
the Debtors' bankruptcy counsel and ordered the appointment of a
chapter 11 trustee for the Debtors.  On April 17, 2007, the Court
granted the U.S. Trustee's request to appoint Dennis J. Connolly,
Esq., as the Chapter 11 Trustee.

The U.S. Trustee appointed on October 23, 2007, a reconstituted
Creditors' Committee -- comprised of Korea Export Insurance
Corporation, Riverside Contracting LLC & Riverside Claims LLC,
Synnex K.K., TLI Holdings, Inc., Michelle Miller, and York Capital
Opportunity Fund.  York Capital Opportunity Fund was later
appointed Chair of the Reconstituted Creditors' Committee and
Synnex K.K. subsequently resigned as a member.

Grant T. Stein, Esq., at Alston & Bird LLP in Atlanta, Georgia;
and Cecily A. Dumas, Esq., at Friedman Dumas & Springwater LLP in
San Francisco, California, represent the Chapter 11 Trustee.
Grobstein Horwath serves as accountants to the Chapter 11 Trustee.
Aron M. Oliner, Esq., Mikel R. Bistrow, Esq., and Geoffrey A.
Heaton, Esq., at Duane Morris LLP, in San Francisco, represent the
Reconstituted Creditors' Committee.

The Troubled Company Reporter on October 27, 2008, reported the
Bankruptcy Court entered an order confirming SonicBlue's
liquidating plan.


SPHERIS INC: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Spheris Inc.
           dba Spheris Holdings, LLC
           dba Spheris Holding Inc.
           dba Total eMed, Inc.
         9009 Carothers Parkway, Suite C-3
         Franklin, TN 37067

Bankruptcy Case No.: 10-10352

Debtor-affiliate filing separate Chapter 11 petitions:

    Entity                                 Case No.
    ------                                 --------
Spheris Canada Inc.                        10-10353
Spheris Holding II, Inc.                   10-10354
Spheris Leasing LLC                        10-10355
Spheris Operations LLC                     10-10356
Vianeta Communications                     10-10357

Chapter 11 Petition Date: February 3, 2010

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin Gross

About the Business: Spheris is a leading global provider of
                    clinical documentation technology and services
                    to more than 500 health systems, hospitals and
                    group practices throughout the U.S. Founded by
                    doctors, Spheris solutions address the needs
                    of practitioners, health information
                    directors, IT directors and administrators.
                    http://www.spheris.com/

Debtors' Counsel: Matthew Barry Lunn, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Building, 17th Floor
                  1000 West Street
                  PO Box 391
                  Wilmington, DE 19899
                  Tel: (302) 571-6600
                  Email: bankfilings@ycst.com

                  Ryan M. Bartley, Esq.
                  Young Conaway Stargatt & Taylor, LLP
                  The Brandywine Building
                  1000 West Street, 17th Fl.
                  Wilmington, DE 19801
                  Tel: (302) 571-6600
                  Email: bankfilings@ycst.com

Estimated Assets: $50,000,001 to $100,000,000

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

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

             http://bankrupt.com/misc/deb10-10352.pdf

Debtor's List of 30 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Multimodal Technologies,   Utility                $358,589
Inc.
1710 Murray Avenue
Pittsburgh, PA 15217

SunGuard                   Trade                  $283,188
860 East Swedesford Road
Wayne, PA 19087

AT&T                       Utility                $177,910

VHA Inc.                   GPO                    $161,255

University HealthSystem    GPO                    $112,484
Consortium

Sprint                     Utility                $88,286

North Highland Company     Trade                  $59,500

Dell Marketing LP          Trade                  $32,938

White Thompson, LLC        Trade                  $30,408

CIT Technology Financing   Trade                  $28,946
Service, Inc.
Microsoft Financing
Customer Service

Allscripts Healthcare      GPO                    $26,350
Solutions, Inc.

Lightyear Network          Utility                $21,000
Solutions

Bhilwara Scribe Private    Trade                  $18,487
Limited

Inspinity, LLC             Trade                  $18,305

Ceridian Tax Service       Trade                  $16,350

XO                         Utility                $13,000

Gallagher Healthcare       Insurance Premium      $12,000
Insurance Services, Inc.

Carothers Office           Utility                $11,489
Acquisition, LLC
c/o Crescent Resources,
LLC

Healthtrust Purchasing     GPO                    $9,320
Group, LP

MedQuist, Inc.             Trade                  $8,200
(CareFlow/Net, Inc.)

MCI Communications         Utility                $7,928
Services, Inc.
(dba Verizon Business
Services)

Federal Express Corp.      Trade                  $7,034

Careerbuilder.com          Trade                  $6,185

Digital Accessories Corp.  Trade                  $5,905

Column Technologies-       Trade                  $5,674
Edison

Dominion Virginia Power    Utility                $5,246

Gish, Sherwood, &          Trade                  $5,000
Friends, Inc.

Clay & Associates, Inc.    Trade                  $4,200

Get It Guru                Trade                  $4,058

Lattimore, Black, Morgan   Trade                  $3,836
& Cain, P.C.

The petition was signed by Robert L. Butler, the company's chief
restructuring officer.


ST. MARY'S HOSPITAL: Court Confirms Reorganization Plan
-------------------------------------------------------
ABI reports that St. Mary's Hospital of Passaic, N.J., will emerge
from bankruptcy with $20 million in exit financing after winning
confirmation of its reorganization plan from Bankruptcy Judge
Morris Stern.

St. Mary's Hospital, Passaic, N.J., filed for Chapter 11
protection on March 9, 2009 (Bankr. D. N.J. Case No. 09-15619).
Joseph Lubertazzi, Jr., Esq., at McCarter & English assists the
hospital in its restructuring effort.  St. Mary's listed assets of
$70.8 million and debts of $128 million.


STATION CASINOS: Balks at Quinn Emanuel Fee Request
---------------------------------------------------
Law360 reports that Station Casinos Inc. has filed a limited
objection to an interim fee application submitted by Quinn Emanuel
Urquhart Oliver & Hedges LLP, claiming that the bill contains
discrepancies and entries that appear to be unrelated to its
bankruptcy cases.

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)


SUNSTATE EQUIPMENT: Moody's Upgrades Corp. Family Rating to "Caa1"
------------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family and
probability of default rating of Sunstate Equipment Co., LLC, to
Caa1 from Caa2, upgraded the second lien note rating to Caa2 from
Caa3, and changed the rating outlook to stable from negative.  The
action follows a December 2009, $50 million convertible preferred
equity investment from a holding company that also has an interest
in a U.S. based construction equipment dealer and is an entity of
Sumitomo Corp. (A2/stable); all the cash from the preferred equity
issuance reduced revolver borrowing.

The corporate family and probability of default upgrade to Caa1
from Caa2 stems from two main views on the sector: 1) that non-
residential construction activity declines should continue through
2010 and abate in 2011, and 2) that the substantial declines in
used equipment prices, which impacted most of 2009, have likely
stabilized.  In 2009 the company basically eliminated capital
spending to maximize debt reduction potential, but internal cash
flow for debt reduction was limited due to the lower equipment
utilization level.  Furthermore, the decline in used equipment
prices had been pressuring the revolver's eligible borrowing base
calculation, causing availability to decline more rapidly than the
company could reduce the revolver's balance.  The preferred equity
issuance permitted a material revolver reduction.  Although the
fleet age should continue growing with lack of re-investment, the
revolver balance has now reached to a level that has improved its
refinancing prospect.  Sunstate's asset-based revolving credit
facility expires in August 2011 and its second lien notes mature
in April 2013.  The presence of a well-backed strategic investor
could bolster the refinancing prospect as well.  Despite the
probability of default upgrade, the rating still reflects high
leverage, unprofitability and exposure to a hard hit,
overdeveloped Southwestern U.S. region that could lag national
construction market recovery.

The outlook has been stabilized with the improved liquidity
profile.  The company's credit facility has financial ratio tests
that activate when availability declines below $25 million.  The
potential for test activation is now likely to remain in check,
which minimizes the potential for a covenant breach.  (The
foregoing statement assumes continued conservatism with respect to
operating expenses and capital spending.) The stable outlook
reflects a view that Sunstate's liquidity profile can probably now
withstand the further upcoming sector decline as low probability
exists for material revenue improvement over the next two years.

Ratings upgraded:

* Corporate family and probability of default to Caa1 from Caa2

* $108 million 10.5% second lien notes due April 2013, to Caa2,
  LGD 5, 77% from Caa3, LGD 5, 81%

Moody's last rating action on Sunstate occurred June 9, 2009, when
the probability of default rating was downgraded to Caa2 from
Caa1.

Sunstate Equipment Co. LLC, headquartered in Phoenix, AZ, is a
regional equipment supplier with 52 branches predominately in the
Southwestern U.S.


SUSAN KENDALL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Susan Sherman B. Kendall
        28 Hammond Road
        Falmouth, ME 04105

Bankruptcy Case No.: 10-20135

Chapter 11 Petition Date: February 3, 2010

Court: United States Bankruptcy Court
       Maine (Portland)

Debtor's Counsel: George J. Marcus, Esq.
                  Marcus, Clegg & Mistretta, PA
                  One Canal Plaza, Suite 600
                  Portland, ME 04101-4102
                  Tel: (207) 828-8000
                  Email: bankruptcy@mcm-law.com

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

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

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

             http://bankrupt.com/misc/meb10-20135.pdf

The petition was signed by Ms. Kendall.


SWIFT TRANSPORTATION: Debt Trades at 5% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Swift
Transportation Co., Inc., is a borrower traded in the secondary
market at 95.34 cents-on-the-dollar during the week ended Friday,
Feb. 5, 2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.44 percentage points from the previous week, The Journal
relates.  The Company pays 325 basis points above LIBOR to borrow
under the facility.  The debt matures on March 15, 2014, and
carries Moody's B3 rating and Standard & Poor's B- rating.  The
syndicated loan is one of the biggest gainers and losers among 180
widely quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Swift Transportation Co., Inc. -- http://www.swifttrans.com/--
hauls freight such as building materials, paper products, and
retail merchandise throughout the U.S. and in Mexico.  The Company
operates a fleet of about 18,000 tractors and 48,000 trailers from
a network of about 40 terminals.  Its services include dedicated
contract carriage, in which drivers and equipment are assigned to
a customer long-term.  Besides standard dry ans, Swift's fleet
includes refrigerated, flatbed, and other specialized trailers, as
well as about 5,800 intermodal containers.


SYBARITE HOLDINGS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Sybarite Holdings, LLC
        2560 E. Desert Willow Drive
        Phoenix, AZ 85048

Bankruptcy Case No.: 10-02851

Chapter 11 Petition Date: February 4, 2010

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

Debtor's Counsel: Jonathan M. Saffer, Esq.
                  Snell & Wilmer, LLP
                  One S. Church Ave.
                  Tucson, AZ 85701-1630
                  Tel: (520) 882-1236
                  Fax: (520) 884-1294
                  Email: jmsaffer@swlaw.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 William Lewis, manager of the Company.


TELESAT CANADA: Bank Debt Trades at 2% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Telesat Canada is
a borrower traded in the secondary market at 97.91 cents-on-the-
dollar during the week ended Friday, Feb. 5, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.41 percentage
points from the previous week, The Journal relates.  The loan
matures on June 6, 2014.  The Company pays 300 basis points above
LIBOR to borrow under the facility.  The bank debt is not rated by
Moody's and Standard & Poor's.  The syndicated loan is one of the
biggest gainers and losers among 180 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Headquartered in Ottawa, Ontario, Canada, Telesat Canada is the
world's fourth largest provider of fixed satellite services and
one of three companies operating on a global basis.  The company
has a fleet of 12 in-orbit satellites comprised of ten owned and
operated satellites, one satellite with a prepaid lease, and one
satellite leased from DIRECTV, Inc.

Telesat carries "B2" long term corporate family ratings from
Moody's and "B+" issuer credit ratings from Standard & Poor's.


TERRA INDUSTRIES: Fitch Affirms Issuer Default Ratings at "BB"
--------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings and
outstanding debt ratings of Terra Industries, Inc., and its
subsidiaries.  The ratings have also been removed from Watch
Evolving and assigned a Stable Rating Outlook following a decision
by CF Industries Holdings, Inc. to abandon its efforts to take
over Terra.  Fitch has also withdrawn the rating of Terra's
convertible preferred shares because of the de minimis amount
outstanding following payment of a premium which induced a
majority conversion of the issue into common shares.

Although the final curtain may not have yet been drawn, for the
immediate future CF Industries' designs on Terra have soured with
the appreciation of the latter's share price.  CF Industries had
been offering $36.75 in cash (which included Terra's $7.50 per
share special dividend paid last December) plus .1034 of its
common shares for each common share of Terra.  Terra's common has
risen in price some 86% since the inauguration of the merger
proposal in early 2009.

In the next few weeks Terra will likely report a 2009 EBITDA that
is substantially below 2008 levels.  The expected decrease will be
a result of far lower fertilizer volumes sold at far lower prices
than in 2008 due to the recession, inclement weather, and farmers'
choices to minimize fertilizer applications to save money in
uncertain times.  Terra will also likely report a low net leverage
to EBITDA (below 0.50x) which will include a healthy cash balance
and $600 million in debt representing the December 2009 issuance
of its 7.75% notes due 2019.  Terra and Terra Nitrogen, L.P. taken
as a whole have $200 million in secured revolvers available to
them (excluding outstanding letters of credit) that mature in
January 2012.

Prospects for the current fiscal 2010 have shown positive signs,
although volumes and prices are not likely to replicate those of
2008.  However, the food and industrial demand for corn
(particularly ethanol made from corn) is strong, and nitrogen-
based fertilizer applications are needed to replace nutrient
depletion in soils and preserve crop yields this growing season.
Terra will probably benefit from higher demand, some appreciation
in fertilizer prices and relatively low costs for natural gas, the
feedstock for the production of ammonia.  This combination could
propel EBITDA back above $500 million in the current fiscal year
with no significant change in net leverage and assuming normal
course dividends.

The Stable Outlook reflects little downside risk to Terra's debt
ratings in the near term, considering the company's cash reserves
and the current capital structure.

Fitch affirms Terra and its subsidiaries' ratings:

Terra Industries

  -- IDR at "BB".

Terra Capital

  -- IDR at "BB";
  -- Senior unsecured notes at "BB";
  -- Senior secured bank credit at "BB+".

Terra Nitrogen, L.P.

  -- IDR at "BB";
  -- Senior secured bank credit at "BB+".

The Rating Outlook is Stable.

Fitch also withdraws this rating:

Terra Industries

  -- Convertible preferred shares "BB-".


TIERRA VERDE: Section 341(a) Meeting Scheduled for March 1
----------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Tierra Verde Marina Holdings, LLC's Chapter 11 case on March 1,
2010, at 11:30 a.m.  The meeting will be held at Room 100-B, 501
East Polk St., (Timberlake Annex), Tampa, FL 33602.

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.

Saint Petersburg, Florida-based Tierra Verde Marina Holdings, LLC,
filed for Chapter 11 bankruptcy protection on January 29, 2010
(Bankr. M.D. Fla. Case No. 10-01993).  Thomas C. Little, Esq., who
has an office in Clearwater, Florida, assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


TISHMAN SPEYER: Bank Debt Trades at 21% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Tishman Speyer
Properties, L.P., is a borrower traded in the secondary market at
78.70 cents-on-the-dollar during the week ended Friday, Feb. 5,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.95 percentage points from the previous week, The Journal
relates.  The Company pays 175 basis points, above LIBOR to borrow
under the facility.  The debt matures on Dec. 27, 2012, and
carries Moody's Ba2 rating while it is not rated by Standard &
Poor's.  The syndicated loan is one of the biggest gainers and
losers among 180 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

Tishman Speyer Properties -- http://www.tishmanspeyer.com/-- lays
claim to New York City's Chrysler Building and Rockefeller Center.
The property company invests in, develops, and/or operates
commercial real estate.  Other well known holdings include
Berlin's Q 205 project (the first post-reunification development
in the city's center) and Chicago's Franklin Center (one of the
city's largest office properties).  The company owns or has
developed more than 115 million sq. ft. in Asia, Europe, South
America, and the US since it was founded in 1978.  The company
also has projects in India, China, and Brazil, and owns some
92,000 residential units around the world.


TRANCAS FUND I: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Trancas Fund I, LP
        2128 Cuttings Wharf Rd
        Napa, CA 94559

Bankruptcy Case No.: 10-22683

Chapter 11 Petition Date: February 4, 2010

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

Judge: Christopher M. Klein

Debtor's Counsel: Daniel S. Weiss, Esq.
                  2277 Fair Oaks Blvd #495
                  Sacramento, CA 95825
                  Tel: (916) 569-1610

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
3 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/caeb10-22683.pdf

The petition was signed by David Tropy, president of general
partner of the Company.


TRIBUNE CO: Bank Debt Trades at 37% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 62.63 cents-on-the-
dollar during the week ended Friday, Feb. 5, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.06 percentage
points from the previous week, The Journal relates.  The loan
matures May 17, 2014.  Tribune pays 300 basis points above LIBOR
to borrow under the facility.  Moody's has withdrawn its rating on
the bank debt, while it is not rated by Standard & Poor's.  The
syndicated loan is one of the biggest gainers and losers among 180
widely quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Claim Traders Offer 70 Cents-on-the-Dollar
------------------------------------------------------
According to an article by Peg Brickley posted at The Wall Street
Journal's Bankruptcy Beat, claims traders are offering 70 cents on
the dollar to acquire claims filed by Tribune Co.'s suppliers.
Ms. Brickley cited an informal phone survey of creditors this
week.

Ms. Brickley relates claims traders last year offered as little as
15 cents on the dollar for the claims.

Claim traders include ASM Capital, L.P.; Claims Recovery Group
LLC; Longacre Opportunity Offshore Fund, Ltd.; Liquidity Solutions
Inc.; Sierra Liquidity Fund, LLC; Hain Capital Holdings, Ltd.;
United States Debt Recovery III LP; and Fair Harbor Capital, LLC.

"The offers started to rise, however, around the time a group of
Tribune's senior lenders, a/k/a potential lawsuit targets, said
they'd like to propose a Chapter 11 plan that would pay 100% to
creditors of operating subsidiaries.  Most business suppliers fall
in that category," Ms. Brickley reports.

Ms. Brickley also reports Tribune bond prices jumped in recent
months, after bondholders set off a public clamor for a suit
against the lenders that financed Tribune's 2007 leveraged buyout,
the source of much of the debt.  Ms. Brickley notes the bonds
haven't risen as high as the trade claims amid continued
uncertainty over who will get what under Tribune's restructuring.
"The threat of an LBO lawsuit, or 'this elephant in the room,' as
Judge Kevin Carey called it, has bondholders licking their chops
because the timeline looks designed for victory," Ms. Brickley
says.

Ms. Brickley recalls Tribune collapsed into Chapter 11 in 2008 the
year after the LBO piled on more than $8 billion worth of debt.
"Recession or no recession, bondholder attorneys say the LBO is an
easy target in a court fight over whether the deal doomed the
company.  No wonder a steering committee of 'credit agreement
lenders' that put up $4 billion of the LBO money is ready to woo
trade creditors owed $150 million with a 100-cents-on-the-dollar
Chapter 11 plan," Ms. Brickley says.

Ms. Brickley notes that even if no lender Chapter 11 plan ever
materializes, the prices on trade claims are a sign that the truly
smart money, the claims traders, believe the business vendors will
not be left out in the cold, no matter what happen in the battle
among the financial investors.  She says they are betting that
Tribune will take care of the sellers of advertising placement
services, providers of helicopter rides for reporting from the
skies and other vendors to the news and broadcast services.


For the period from January 6 through 28, 2009, 65 claims were
transferred to several trade creditors:

                                            No. of Claims
Transferee                                 Transferred
----------                                 -------------
United States Debt Recovery III, LP           42
Claims Recovery Group LLC                      4
Liquidity Solutions Inc                        8
Fair Harbor Capital, LLC                      11

In a separate filing, United States Debt Recovery III, LP, informs
the Court that it intends to withdraw the purported transfer of
clam as listed in the Debtors' Schedules of Assets and Liabilities
for PJ Green Inc., against the Debtors amounting to $1,760.
According to USDR, the transferor remains to be a creditor of the
Debtors.

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Files Rule 2015.3 Report for December
-------------------------------------------------
On January 29, 2010, Chandler Bigelow III, senior vice president &
chief financial officer of Tribune Company, submitted with the
Court a report as of December 31, 2009, on the value, operations
and profitability of certain entities in which one or more
Debtors hold: (i) a combined 100% interest of certain non-debtor
entities, (ii) between a 20% and 50% interest of certain non-
debtor entities.

Mr. Bigelow relates in the report that the estates of Tribune
Company, Tribune Broadcasting Company, TMS Entertainment Guides,
Inc., Tribune Media Services, Inc., Los Angeles Times
Communications LLC, Chicago Tribune Company, Eagle New Media
Investments, LLC, and Tribune Media Net, Inc., hold equity
interest in these entities:

                                                    Interest of
Entity                                               the Estate
------                                              -----------
Fairfax Media, Incorporated                             72.4%
Multimedia Insurance Company                             100%
Tribune (FN) Cable Ventures, Inc.                        100%
Tribune Interactive, Inc.                                100%
Tribune National Marketing Company                       100%
Tribune ND, Inc.                                         100%
Tribune Receivables, LLC                                 100%
TMS Entertainment Guides Canada Corp                     100%
Tribune Hong Kong Ltd.                                   100%
Tribune Media Services B.V.                              100%
Professional Education Publishers International
(Africa) Pty Ltd.                                        100%
Tribune Employee Lease Company LLC                       100%
Tribune Technology LLC                                   100%
CIPS Marketing Group, Inc.                              50.0%
Los Angeles Times - Washington Post News Service, Inc.  50.0%
Legacy.com, Inc.                                        49.1%
McClatchy/Tribune News Service                          50.0%
Metromix LLC                                            48.9%
quadrantONE LLC                                         25.0%
TKG Internet Holdings II LLC                            42.5%
Zetabid Holdings LLC                                    50.0%

The Periodic Report contains a combined and condensed financial
report of the operations and profitability of the Non Majority
Interest Entities:

                    Combined Balance Sheets
                   For Non-Majority Entities
                    As of December 31, 2009

ASSETS
Current Assets:
  Cash and cash equivalents                        $10,698,000
  Accounts receivable, net                          13,333,000
  Inventories                                          164,000
  Prepaid expenses and other                           585,000
                                                 -------------
Total current assets                                24,780,000

Property, plant and equipment, net                   1,341,000

Other Assets:
  Goodwill & other intangible assets                 1,194,000
  Other investments                                     10,000
  Receivables from related parties                     238,000
  Other                                                727,000
                                                 -------------
Total Assets                                       $28,290,000
                                                 =============
LIABILITIES & SHAREHOLDERS' EQUITY

Current Liabilities:
  Accounts payable, accrued expenses, and other    $12,997,000
  Debt                                                       0
                                                 -------------
Total current liabilities                           12,997,000

Other obligations                                    7,326,000
                                                 -------------
Total Liabilities                                   20,323,000

Shareholders' Equity (Deficit)                       7,967,000
                                                 -------------
Total Liabilities & Shareholders' Equity(Deficit)  $28,290,000
                                                 =============

              Combined Statements of Operations
                  For Non-Majority Entities
            For Six Months Ended December 31, 2009

Total Revenue                                      $26,608,000

Operating Expenses:
  Cost of sales                                      6,947,000
  Selling, general and administrative               25,252,000
  Depreciation and amortization                      1,985,000
                                                 -------------
Total operating expenses                            34,184,000
                                                 -------------
Operating Income (Loss)                             (7,576,000)
                                                 -------------
Interest income(expense), net                           (1,000)
Non-operating income (loss), net                     1,899,000
                                                 -------------
Income (loss) before income taxes                   (5,678,000)
Income taxes                                          (342,000)
                                                 -------------
Net Income (Loss)                                  ($6,019,000)
                                                 =============


              Combined Statements of Cash Flows
                 For Non-Majority Entities
           For Six Months Ended December 31, 2009

Beginning Cash                                      $8,499,000
Net Income                                           (6,019,000)

Operating Activities:
Depreciation and amortization                        1,007,000
Impairments of goodwill and fixed assets             4,266,000
Decrease/(increase) in accounts receivables         (3,535,000)
Increase/(decrease) in current liabilities            (196,000)
Increase/(decrease) in other obligations               228,000
Decrease/(increase) in inventories                     (65,000)
Decrease/(increase) in other assets                    843,000
                                                  -------------
                                                      2,548,000
Net Cash Flow from Operating Activities              (3,471,000)

Investing Activities
Capital expenditures                                (1,140,000)
                                                  -------------
Net cash flow from investing activities              (1,140,000)

Financing Activities
Capital contributions                                2,251,000
Borrowings from related party                        8,529,000
Distribution to partners                            (3,570,000)
Increase/(decrease) in debt                           (400,000)
                                                  -------------
Net cash Flow from Financing Activities               6,810,000
                                                  -------------
Net Cash Flow                                         2,199,000
                                                  -------------
Ending Cash                                         $10,698,000
                                                  =============

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIBUNE CO: Sidley Austin Bills $5.3 Mil. for Sept.-Nov.
--------------------------------------------------------
Pursuant to Sections 330 and 331 of the Bankruptcy Code, these
professionals hired in Tribune Co.'s bankruptcy cases filed
interim fee applications:

Professional                Period          Fees       Expenses
------------                ------          ----       --------
Stuart Maue              09/01/09-
                          11/30/09         37,342          0

Dow Lohnes PLLC          09/01/09-
                          11/30/09        736,130      5,473

Dow Lohnes PLLC          12/01/09-
                          12/31/09         72,011        135

Paul, Hastings, Janofsky 09/01/09-
& Walker LLP             11/30/09        186,691        657

Alvarez & Marsal North   09/01/09-
America, LLC             11/30/09      1,629,030      5,315

Baker& McKenzie LLP      09/01/09-
                          11/30/09        296,487      2,914

Mercer (US) Inc.         09/01/09-
                          11/30/09        101,796      7,738

Deloitte & Touche LLP    09/01/09-
                          11/30/09         50,000          0

Cole, Schotz, Meisel,    09/01/09-
Forman & Leonard, P.A.   11/30/09        234,330     17,104

Daniel J. Edelman, Inc.  09/01/09-
                          11/30/09          6,764          0

Jenner & Block LLP       09/01/09-
                          11/30/09        188,859      2,498

PricewaterhouseCoopers   09/01/09-
LLP                      11/30/09        376,721      1,701

Sidley Austin LLP        09/01/09-
                          11/30/09      5,292,782    221,808

Lazard Freres & Co.      09/01/09-
LLC                      11/30/09        600,000     27,761

Seyfarth Shaw LLP        11/01/09-
                          11/30/09         73,156      6,104

Deloitte & Touche is the financial and accounting advisors to the
Debtors.  Daniel J. Edelman serves as corporate communications and
investor relations consultants for the Debtors.  Ernst & Young
provides valuation services to the Debtors.  Stuart Maue is the
fee examiner.  Alvarez & Marsal is the restructuring advisors to
the Debtors.  Dow Lohnes serves as special regulatory counsel to
the Debtors.  Paul Hastings acts as the Debtors' real estate
counsel.  Reed Smith serves as special counsel for insurance
matters to the Debtors.  Jenner & Block acts as special counsel to
the Debtors.  Baker & McKenzie serves as the Debtors' attorneys.
Mercer is the Debtors' compensation consultant.  Cole Schotz acts
as the Debtors' co-counsel.  Daniel J. Edelman serves as
communications and investor relations consultants to the Debtors.
Jenner & Block serves as special counsel to the Debtors.
PricewaterhouseCoopers is the Debtors' tax advisors.  Sidley
Austin serves as the Debtors' counsel.  Lazard Freres is the
Debtors' financial advisor.  Seyfarth Shaw serves as employment
litigation counsel to the Debtors.  Stuart Maue is the fee
examiner.  Hoorwood Marcus is the Debtors' tax counsel.  Paul
Hastings is the Debtors' special counsel.

B. Professionals of the Official Committee of Unsecured Creditors

Chadbourne & Parke LLP   09/01/09-
                          11/30/09      4,550,813        165,377

Landis Rath & Cobb LLP   09/01/09-
                          11/30/09        229,766          9,749

AlixPartners, LLP        09/01/09-
                          11/30/09      1,157,436         15,486

Zuckerman Spaeder LLP    08/06/09-
                          11/30/09      1,262,525         36,386

Zuckerman Spaeder serves as the Committee's counsel.  Chadbourne
and Landis Rath act as the Committee's co-counsel.  AlixPartners
is the Committee's financial advisor.

                       Examiner's Report

Stuart Maue, in its capacity as fee examiner, recommends approval
of fees and reimbursement of expenses as to these professionals:

                                   Recommended     Recommended
Professional            Period         Fees         Expenses
------------            ------      -----------    -----------
Chadbourne & Parke LLP  03/01/09-
                         05/31/09    $1,756,289       $47,518

Committee Members       03/01/09-
                         05/31/09             0         1,217

Committee Members       06/01/09-
                         08/31/09             0        20,565

McDermott Will &        03/01/09-
Emery LLP               05/31/09       838,826         3,631

Jones Day               06/01/09-
                         08/31/09        47,015            43

Moelis & Company LLC    03/01/09-
                         05/31/09             -        19,003

Jenner & Block LLP      03/01/09-
                         05/31/09       435,393        11,549

Alvarez & Marsal North  03/01/09-
America, LLC            05/31/09     3,055,651        22,317

Janofsky & Walker LLP   03/01/09-
                         05/31/09       427,393         1,201

Chadbourne's recommended fees reflect a reduction by $5,288 and a
reduction by $4,160 for its expenses.  The Committee Member's
reimbursement represents a reduction by $24.  Stuart Maue
recommends a reduction by $70 on the Committee Members' second
interim fee application.  McDermott's recommended fees reflect a
reduction by $638 and expense reimbursement by $252.  Jones Day's
recommended fees have been added by $90.  Jenner & Block's
recommended fees represent a reduction by $12,747 and its
recommended expenses reflect a reduction by $172.  Alvarez &
Marsal's recommended fees reflect a reduction by $8,560 while its
recommended expenses reflect a reduction by $4,392.  Janofsky's
recommended fees reflect reduction by $2,594 and its recommended
expenses reflect a reduction by $22.

Stuart Maue makes no recommendation regarding the fees invoiced by
Moelis and provides the fee analysis and exhibits in order to
inform the U.S. Trustee and other interested parties.  Moelis'
recommended expenses reflect a reduction by $1,599.  A summary of
Stuart Maue's findings is available for free at:

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

                         About Tribune Co.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIDENT RESOURCES: To Field Reorganization, Sale Offers
-------------------------------------------------------
ABI reports that bankruptcy Judge Mary F. Walrath is set on
Feb. 18 to consider entry of Trident Resources Corp into a
commitment letter for a $200 million rights offering backstopped
by the company's junior lenders.

Calgary, Alberta-based Trident Resources Corp. operates a natural
gas exploration and development company.  The Company and its
affiliates filed for Chapter 11 on Sept. 8, 2009 (Bankr. D. Del.
Case Nos. 09-13150 to 09-13154).  Trident Exploration Corp. and
certain of TEC's Canadian subsidiaries filed an application with
the Court of Queen's Bench of Alberta, Judicial District of
Calgary, under the Companies' Creditors Arrangement Act (Canada).

Trident on December 3, 2009, obtained an extension from the
Canadian Court of the "stay period" in its Canadian proceedings
until January 15, 2010, to allow the Debtors to focus on their
restructuring efforts.

In their petition, the Debtors listed $10,000,001 to $50,000,000
in assets and $500,000,001 to $1,000,000,000 in debts.  As of
October 31, 2009, the Debtors had $374,484,559 in total assets
against $612,233,705 in total liabilities.


UNITED AIR: Bank Debt Trades at 19% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which United Airlines,
Inc., is a borrower traded in the secondary market at 80.83 cents-
on-the-dollar during the week ended Friday, Feb. 5, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.83
percentage points from the previous week, The Journal relates.
The loan matures on Feb. 13, 2013.  United Air pays 200 basis
points above LIBOR to borrow under the facility.  The bank debt
carries Moody's B3 rating and Standard & Poor's B+ rating.  The
syndicated loan is one of the biggest gainers and losers among 180
widely quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

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 before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
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.


UNO RESTAURANT: Creditors Cry Foul Over $52M in Financing
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Uno Restaurant
Holdings Corp. is objecting to the company's motion for a final
order approving $52 million in postpetition financing from Wells
Fargo Capital Finance Inc. and a group of majority noteholders,
according to Law360.

The DIP lenders have committed to provide (a) up to
$25,000,000 in aggregate maximum principal amount of revolving
commitments, including letter of credit and swingline loan
commitments, with a sublimit for letters of credit of $20,000,000,
and (b) up to $27,000,000 in aggregate principal amount of term
loan commitments.

Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, the
attorney for the Debtors, explain that the Debtors need the money
for: (1) payment in full of the Prepetition Obligations,
(2) working capital, letters of credit, and other general
corporate purposes, (3) permitted payment of costs of
administration of the cases, (4) payment of fees and expenses due
under the DIP Facility, (5) payment of any authorized Adequate
Protection Payments, and (6) payment of such prepetition expenses,
in addition to the Prepetition Obligations permitted to be so paid
in accordance with the consents required under the DIP Documents,
and as approved by the Court.

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

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

The Debtors are asking for a February 10, 2010 final hearing at
2:00 p.m.

The Agent is represented by Bingham McCutchen LLP.

                       About Uno Restaurant

Boston, Massachusetts-based Uno Restaurant Holdings Corporation --
http://www.unos.com/-- includes 179 company-owned and franchised
full-service Uno Chicago Grill units located in 28 states, the
District of Columbia, Puerto Rico, South Korea, the United Arab
Emirates, Honduras, Kuwait, and Saudi Arabia.  The company also
operates a fast casual concept called Uno Due Go(R), a quick serve
concept called Uno Express, and a consumer foods division which
supplies airlines, movie theaters, hotels, airports, travel
plazas, schools and supermarkets with both frozen and refrigerated
private-label foods and branded Uno products.

The Company and 152 affiliates filed for Chapter 11 bankruptcy
protection on January 20, 2010 (Bankr. S.D.N.Y. Lead Case No.
10-10209).  The Company listed $100,000,001 to $500,000,000 in
assets and $100,000,001 to $500,000,000 in liabilities.


US AIRWAYS: Discloses Compensatory Arrangements for Officers
------------------------------------------------------------
US Airways Group, Inc., disclosed with the U.S. Securities and
Exchange Commission, on January 26, 2010, that certain of its
executives and other key management employees are eligible to
participate in an annual incentive program administered under the
US Airways Group, Inc. 2008 Equity Incentive Plan.

Stephen L. Johnson, executive vice president, corporate, of US
Airways Group, Inc., relates that by March 31st of each year, the
Compensation and Human Resources Committee of the Board of
Directors of the Company must establish the performance measures
that will be used to determine incentive awards for the year.
The Committee will also establish target incentive award amounts
as a percentage of base salary for each participant.  According
to US Airways, the Committee may adjust each individual's payment
amount in its discretion based on individual performance.  After
Committee approval, the incentive awards are paid as lump-sum
cash distributions as soon as practicable after the end of the
plan year.

Mr. Johnson tells the Commission that on January 20, 2010, the
Committee established the:

  (1) corporate financial targets based on designated minimum
      levels of pre-tax income for fiscal year 2010;

  (2) operational targets based on (a) a peer-group comparison
      of on-time flight performance in 2010, (b) a reduction in
      customer complaints from 2009 levels as measured in a
      peer-group comparison for 2010, (c) baggage handling
      improvements from 2009 as measured by a peer-group
      comparison in 2010 and (d) the Company's 2010 cost
     (excluding fuel and payments under the employee profit
      sharing program) per available seat mile; and

  (3) bonus pool amount, based on the extent to which the
      corporate financial targets and the operational targets
      are met, for the annual incentive program.

According to Mr. Johnson, the Committee also established absolute
goals for each of the operational targets for target payouts.
The Committee established 2010 target incentive awards as 100% of
base salary for the Chief Executive Officer, 80% of base salary
for the President, 80% of base salary for the Executive Vice
Presidents and 60% of base salary for the Senior Vice Presidents.
If the performance measures are met at the maximum level, the
Committee may approve payouts at 200% of the target award
amounts.

If one or more of the corporate financial targets and operational
targets are met, Mr. Johnson explains, the Committee will
determine an incentive award amount for each individual based on
the individual's target incentive award amount, the level of
achievement of the financial and operational targets, the total
bonus pool amount available and individual performance.  The
awards for officers at the level of Senior Vice President and
above, referred to as "senior officers", are weighted 60% to the
corporate financial targets and 40% to the operational targets,
while the awards for all other eligible management are weighted
50% to the corporate financial targets and 50% to the operational
targets.  The four operational targets are each weighted equally.
If the Company does not meet any of the corporate financial
targets or operational targets, then no awards will be paid.  In
no event will the aggregate amount of awards paid out to the
participants exceed the established bonus pool.  The Committee
has also reserved the right to decrease the awards or to make no
payment of an award in its discretion, regardless of the
attainment of the targets.

         2010 Long-Term Incentive Performance Program

On January 20, 2010, the Committee approved the terms and
conditions for awards for the new three-year performance cycle
beginning January 1, 2010 and ending December 31, 2012, under the
Company's Long-Term Incentive Performance Program, which operates
under the US Airways Group, Inc. 2008 Equity Incentive Plan.  The
LTIP provides for performance cash awards to be paid to the
company's officers, including the named executive officers, based
on the Company's total stockholder return over the three-year
performance cycle relative to the TSRs of a pre-defined
competitive peer group for the same period.  Cash awards will be
paid out as a percentage of base salary based on relative TSR
rank, provided that a threshold level is reached.

For determining the cash awards for the 2010-2012 performance
cycle, the Committee adopted a peer group consisting of the these
companies: AirTran Holdings, Inc., Alaska Air Group, Inc., AMR
Corporation (the parent company of American Airlines),
Continental Airlines, Inc., Delta Air Lines, Inc., Hawaiian
Holdings, Inc. (the parent company of Hawaiian Airlines), JetBlue
Airways Corporation, Southwest Airlines Co. and UAL Corporation
(the parent company of United Air Lines).  In addition, the
Committee approved these award pay-out schedule for the 2010-2012
performance cycle:

   Company
     TSR                    Payout as a %
Relative Rank              of Base Salary
-------------  -------------------------------------------
                SVP      EVP      President       CEO
1-2 of 10   140.00%   175.00%    200.00%      200.00% Maximum
   3 of 10   116.67%   150.00%    171.67%      175.00%
   4 of 10    93.33%   125.00     143.33%      150.00%
   5 of 10    70.00%   100.00%    115.00%      125.00% Target
   6 of 10    50.00%    71.50%    82.00%        89.50%
   7 of 10    30.00%    43.00%    49.00%        54.00% Threshold
8-10 of 10     0.00%     0.00%    0.00%          0.00%

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.

In February, Moody's Investors Service affirmed the 'Caa1'
Corporate Family and Probability of Default ratings of US Airways
Group, Inc., and the SGL-4 Speculative Grade Liquidity rating.

US Airways Group carries a 'CCC' issuer default rating from Fitch.


US AIRWAYS: Lowers Net Loss to $499 Million in 2009
---------------------------------------------------
Highlights of US Airways Group, Inc.'s fourth quarter and 2009
results:

* The Company reported a net loss excluding special items for
  the fourth quarter 2009 of $32 million, or ($0.20) per share.
  This compares favorably to the fourth quarter 2008 net loss
  excluding special items of $222 million, or ($1.94) per share.

* The Company reported a full year 2009 net loss excluding
  special items of $499 million, or ($3.75) per share, versus a
  net loss excluding special items of $808 million, or ($8.06)
  per share, for the full year 2008.

* Mainline cost per available seat mile (CASM) excluding fuel
  and special items in the fourth quarter increased year-over-
  year by less than one percent despite a two percent reduction
  in mainline capacity (ASMs).  This cost containment resulted
  primarily from efficiencies created by the Company's industry
  leading operating reliability performance.

* The Company's total cash and investments on Dec. 31, 2009, was
  $2.0 billion, of which $0.5 billion was restricted.  The
  Company's unrestricted cash position increased by $261 million
  versus Dec. 31, 2008.

US Airways Group, Inc., reported its fourth quarter and 2009
results on January 28, 2010.  Net loss for the fourth quarter was
$32 million, or ($0.20) per share, which excludes special items
totaling $47 million.  Net loss excluding special items for the
fourth quarter 2008 was $222 million, or ($1.94) per share.  On a
GAAP basis, the Company reported a net loss of $79 million for
its fourth quarter 2009, or ($0.49) per share, compared to a net
loss of $543 million, or ($4.76) per share, for the same period
in 2008.

For the full year 2009, the Company reported a net loss of
$499 million, or ($3.75) per share, excluding special credits
totaling $294 million.  Net loss excluding special items for the
full year 2008 was $808 million, or ($8.06) per share.  On a GAAP
basis, the Company reported a net loss of $205 million, or ($1.54)
per share for 2009, compared to a net loss of $2.2 billion, or
($22.11) per share, in 2008.

US Airways Group, Inc. Chairman and CEO Doug Parker stated, "Our
fourth quarter and full year results reflect the extremely
difficult environment the industry experienced in 2009.  Given
that environment, we are particularly pleased with the
significant improvement in financial performance versus 2008.
The actions we have put in place to address the challenges of the
past two years -- capacity cuts, a la carte revenues, cost
control and a commitment to efficient operating reliability --
are working.  We enter 2010 with encouraging momentum and well
positioned to take advantage of the improving economic
environment.

"We owe this improvement to the terrific US Airways team that has
remained focused on our customers through an extremely difficult
two years.  With more than 80 percent of our flights arriving on-
time during 2009, a 36 percent year-over-year improvement in
baggage handling and a 34 percent reduction in customer
complaints, we couldn't be more proud of our 32,000 fellow
employees," concluded Mr. Parker.

                  Revenue and Cost Comparisons

Total revenues in the fourth quarter were down 4.9 percent
versus the fourth quarter of 2008 due to a 1.8 percent decline in
total ASMs and lower passenger yields.  Total revenue per
available seat mile was 13.02 cents, down 3.1 percent versus the
same period last year.  Mainline passenger revenue per available
seat mile (PRASM) in the fourth quarter was 9.93 cents, down 7.0
percent versus the same period last year.  Express PRASM was
18.76 cents, up 1.7 percent versus the fourth quarter 2008.
Total mainline and Express PRASM was 11.44 cents, which was down
4.7 percent versus the fourth quarter 2008.

Total operating expenses in the fourth quarter were down 16.8
percent over the same period last year due principally to a 14.6
percent decrease in mainline and Express fuel expense. Mainline
CASM in the fourth quarter was 11.82 cents, down 19.2 percent
versus the same period last year.  Excluding fuel and special
items, mainline CASM was 8.56 cents, up 0.8 percent from the same
period last year, on a 1.8 percent decline in mainline ASMs.

                            Liquidity

As of Dec. 31, 2009, the Company had approximately $2.0 billion
in total cash and investments, of which $0.5 billion was
restricted, versus $2.0 billion in total cash of which
$0.7 billion was restricted on Dec. 31, 2008.  Looking forward, as
part of a previously announced liquidity improvement program, the
Company has significantly reduced its 2010 and 2011 capital
commitments by deferring most new aircraft deliveries and
reducing debt amortization.

                          Special Items

During its fourth quarter, the Company recognized special items
totaling $47 million.  These special items included: $19 million
in non-cash asset impairment charges primarily due to the decline
in fair value of certain intangible assets associated with
international routes, $5 million in aircraft costs as a result of
previously announced capacity reductions, $6 million in severance
charges, and $6 million in costs related to the Company's
liquidity improvement program.  In addition, the Company
recognized $49 million in non-cash charges associated with the
sale of 10 Embraer 190 aircraft and write off of related debt
discount and issuance costs.  These items were partially offset
by $38 million in special tax benefits.

           Other Fourth Quarter Notable Accomplishments

Strategic Initiatives

   * Announced the realignment of its operations to focus on the
     airline's core network strengths, which include hubs in
     Charlotte, N.C., Philadelphia and Phoenix, and a focus city
     at Washington National Airport. These four cities, as well
     as the airline's popular hourly Shuttle service between New
     York, Boston, and Washington, D.C., will serve as the
     foundation of the airline's network. By the end of 2010,
     they will represent 99 percent of the ASMs versus roughly
     93 percent today.

New Customer Initiatives

   * Expanded choice for Dividend Miles redemption with the
     introduction of the new GoAwards program, which began Jan.
     6. With these changes, customers have access to last-seat
     availability, and the ability to combine Coach, First and
     Envoy cabins and dates at various mileage levels.

   * Began offering customers access to more than 250 airport
     clubs worldwide, including all US Airways Clubs,
     Continental's Presidents Clubs, United's Red Carpet Clubs
     and Star Alliance lounges with the purchase of a single,
     standard US Airways Club membership.  US Airways currently
     offers 17 Clubs located in 13 cities across the United
     States and one Envoy Lounge in Philadelphia.

   * In November, US Airways began offering business class
     travelers improved comfort and privacy on trans-Atlantic
     flights with the new Envoy Suite, including fully lie-flat
     business class seats with an advanced on-demand in-flight
     entertainment system on its fleet of Airbus wide-body
     aircraft.

New Destinations and Flights

   * Commenced its first-ever service to South America with
     year-round daily, nonstop service from its Charlotte, N.C.
     hub to Rio de Janeiro, Brazil.

   * Initiated new, daily, nonstop service between its largest
     hub in Charlotte, N.C. and Honolulu, Hawaii on the island
     of Oahu.  The year-round flight complements US Airways'
     daily nonstop service to Oahu, Maui, Kauai and the Big
     Island from its Phoenix hub.

   * Announced daily, year-round nonstop service to Rome from
     Charlotte, N.C. beginning on May 13, 2010. The new flight
     will complement US Airways' daily nonstop service to Rome
     from Philadelphia, the airline's international gateway.

   * Inaugurated the airline's first ever service to Montego
     Bay, Jamaica from its Western U.S. hub at Phoenix Sky
     Harbor International Airport. This new route complements
     existing service to Jamaica from US Airways' two East Coast
     hubs in Charlotte, N.C., and Philadelphia, as well as
     Boston.

   * Unveiled new seasonal nonstop service to Anchorage, Alaska
     from its Philadelphia hub to begin June 1, 2010,
     complementing existing year-round Anchorage service from
     its Phoenix hub.

   * Announced that the airline will resume three daily flights
     between Melbourne, Fla. and its Charlotte, N.C. hub
     beginning Feb. 11, 2010.

             Analyst Conference Call/Webcast Details

US Airways conducted a live audio webcast of its earnings call on
January 28, 2010, at 12:30 p.m. ET.  An archive of the
call/webcast will be available in the Public/Investor Relations
portion of the company Web site through Feb. 28, 2010.

Immediately following the conference call, the airline provided
its investor relations guidance on its Web site.  Information
that could be provided includes cost per available seat mile
(CASM) excluding fuel and special items, fuel prices and hedging
positions, other revenues and estimated interest expense/income.
The investor relations update page also includes the airline's
capacity, fleet plan, and estimated capital spending for 2010.


                     US Airways Group, Inc.
              Condensed Consolidated Balance Sheet
                   As of December 31, 2009

Assets
Current Assets
  Cash and cash equivalents                     $1,299,000,000
  Restricted cash                                            0
  Accounts receivable, net                         285,000,000
  Materials and supplies, net                      227,000,000
  Prepaid expenses and other                       520,000,000
                                               ---------------
Total current assets                             2,331,000,000
Property and equipment
  Flight equipment                               3,852,000,000
  Ground property and equipment                    883,000,000
  Less accumulated depreciation and amort.      (1,151,000,000)
                                               ---------------
                                                 3,584,000,000
  Equipment purchase deposits                      112,000,000
                                               ---------------
  Total property and equipment                   3,696,000,000
Other assets
  Other intangibles, net                           503,000,000
  Restricted cash                                  480,000,000
  Investments in marketable securities             203,000,000
  Other assets, net                                241,000,000
                                               ---------------
     Total other assets                          1,427,000,000
                                               ---------------
        Total assets                            $7,454,000,000
                                               ===============

Liabilities and Stockholders' Deficit

Current liabilities
  Current maturities of debt and capital leases   $502,000,000
  Accounts payable                                 337,000,000
  Air traffic liability                            778,000,000
  Accrued compensation and vacation                178,000,000
  Accrued taxes                                    141,000,000
  Other accrued expenses                           853,000,000
                                               ---------------
     Total current liabilities                   2,789,000,000
Noncurrent liabilities and deferred credits
  Long-term debt and capital leases              4,024,000,000
  Deferred gains and credits, net                  377,000,000
  Employee benefit liabilities and other           619,000,000
                                               ---------------
Total noncurrent liabilities & deferred credits  5,020,000,000

Stockholders' Deficit
Common stock                                         2,000,000
Additional paid-in capital                       2,107,000,000
Accumulated other comprehensive income              90,000,000
Accumulated deficit                             (2,541,000,000)
Treasury stock                                     (13,000,000)
                                               ---------------
  Total stockholders' equity                      (355,000,000)
                                               ---------------
Total liabilities and stockholders' equity      $7,454,000,000
                                               ===============

                    US Airways Group, Inc.
         Condensed Consolidated Statement of Operations
           For Three Months Ended December 31, 2009

Operating revenues:
  Mainline passenger                            $1,660,000,000
  Express passenger                                647,000,000
  Cargo                                             33,000,000
  Other                                            286,000,000
                                               ---------------
Total operating revenues                        2,626,000,000

Operating expenses:
  Aircraft fuel and related taxes                  511,000,000
  Loss(gain) on fuel hedging instruments, net                0
  Salaries and related costs                       512,000,000
  Express expenses
    Fuel                                           171,000,000
    Other                                          465,000,000
  Aircraft rent                                    173,000,000
  Aircraft maintenance                             168,000,000
  Other rent and landing fees                      138,000,000
  Selling expenses                                  91,000,000
  Special items, net                                33,000,000
  Depreciation and amortization                     57,000,000
  Goodwill impairment                                        0
  Other                                            293,000,000
                                               ---------------
     Total operating expenses                    2,612,000,000

     Operating income(loss)                         14,000,000

Non-operating income(expense):
  Interest income                                    6,000,000
  Interest expense, net                            (75,000,000)
  Other, net                                       (62,000,000)
                                                --------------
      Total non-operating expense, net            (131,000,000)
                                                --------------
Loss before income taxes                          (117,000,000)
  Income tax benefit                               (38,000,000)
                                                --------------
Net loss                                          ($79,000,000)
                                                ==============

                      US Airways Group, Inc.
        Condensed Consolidated Statement of Operations
            For Twelve Months Ended December 31, 2009

Operating revenues:
  Mainline passenger                            $6,752,000,000
  Express passenger                              2,503,000,000
  Cargo                                            100,000,000
  Other                                          1,103,000,000
                                                --------------
Total operating revenues                       10,458,000,000
Operating expenses:
  Aircraft fuel and related taxes                1,863,000,000
  Loss(gain) on fuel hedging instruments, net:
     Realized                                      382,000,000
     Unrealized                                   (375,000,000)
  Salaries and related costs                     2,165,000,000
  Express expenses
    Fuel                                           609,000,000
    Other                                        1,910,000,000
  Aircraft rent                                    695,000,000
  Aircraft maintenance                             700,000,000
  Other rent and landing fees                      560,000,000
  Selling expenses                                 382,000,000
  Special items, net                                55,000,000
  Depreciation and amortization                    242,000,000
  Goodwill impairment                                        0
  Other                                          1,152,000,000
                                                --------------
     Total operating expenses                   10,340,000,000

     Operating income(loss)                        118,000,000
Non-operating income(expense):
  Interest income                                   24,000,000
  Interest expense, net                           (304,000,000)
  Other, net                                       (81,000,000)
                                                --------------
      Total non-operating expense, net            (361,000,000)
                                                --------------
Loss before income taxes                          (243,000,000)
  Income tax benefit                               (38,000,000)
                                                --------------
Net loss                                         ($205,000,000)
                                                ==============

Following the release of its 4th quarter and 2009 year end
results, US Airways rose 36 cents, or 6.4 percent, to $5.96 in
NYSE composite trading, its highest close since Jan. 29, 2009,
according to a February 2 Bloomberg News report.

Reuters said analysts offered generally upbeat assessments of US
Airways' fourth-quarter results.  UBS Investment Research raised
its price target on the company to $8 from $6.

                 Operational Outlook for 2009

US Airways Group, Inc., delivered to the U.S. Securities and
Exchange Commission, on January 28, 2010, a report updating its
financial and operational outlook for 2009:

    * 2010 Capacity Guidance -- For 2010, total system capacity
      is expected to be up slightly.  Mainline is forecast to be
      up approximately two percent, with domestic down one
      percent and international up nine percent.  Express is
      expected to be down approximately two percent.

    * Cash -- As of December 31, 2009, the Company had
      approximately $2.0 billion in total cash and investments,
      of which $0.5 billion was restricted.  In addition, as of
      December 31, 2009, the Company's Auction Rate Securities
      had a book value of $203 million ($347 million par value).
      During the fourth quarter, the Company monetized
      approximately $64 million (par value) of its auction rate
      securities.  The Company continues to look at other
      opportunities to reduce its auction rate security
      exposure.  While these securities are held as investments
      in non-current marketable securities on the company's
      balance sheet, they are included in the company's
      unrestricted cash calculation.

    * Fuel -- For the first quarter 2010, the Company anticipates
      paying between $2.11 and $2.16 per gallon of mainline jet
      fuel (including taxes).

    * Profit Sharing/CASM -- Profit sharing equals 10% of pre-tax
      earnings excluding special items up to a 10% pre-tax
      margin and 15% above the 10% margin.

    * Cargo/Other Revenue -- cargo revenue, ticket change fees,
      excess/overweight baggage fees, first and second bag fees,
      contract services, simulator rental, airport clubs,
      Materials Services Company (MSC), and inflight service
      revenues.  The Company's a la carte revenue initiatives
      are expected to generate in excess of $500 million in
      revenue in 2010.

    * Taxes/NOL -- As of December 31, 2009, net operating losses
     (NOL) available for use by the Company is approximately
      $2.1 billion, all of which will be available for use in
      2010.  The Company's net deferred tax asset, which
      includes the NOL, is subject to a full valuation
      allowance.  As of December 31, 2009, the valuation
      allowances associated with Federal and state NOL are
      $546 million and $77 million.  In accordance with generally
      accepted accounting principles, future utilization of the
      NOL will result in a corresponding decrease in the
      valuation allowance and offset the Company's tax provision
      dollar for dollar.  As a result, income tax benefits are
      not recognized in the Company's statement of operations.

In the fourth quarter and for the full year ended December 31,
2009, the company recognized a special $17 million tax benefit
due principally to the recovery of Alternate Minimum Tax (AMT)
paid in prior years as a result of legislative changes in the
Worker, Homeownership, and Business Assistance Act of 2009.  The
Company also recognized a special $21 million non?cash tax
benefit as a result of an intra-period allocation of tax expense
recognized in other comprehensive income (OCI), a subset of
stockholders' equity.  Under current accounting rules, the
Company is required to consider all items (including items
recorded in other comprehensive income) in determining the amount
of tax benefit that results from a loss from continuing
operations.

To the extent profitable, the Company will use NOL to reduce
Federal and state taxable income in 2010.  The Company also may
be subject to AMT liability and obligated to record and pay state
income tax related to certain states where NOL may be limited or
not available to be used, if profitable in 2010.

A full-text copy of the investor relations update is available for
free at http://ResearchArchives.com/t/s?4f1f

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.

In February, Moody's Investors Service affirmed the 'Caa1'
Corporate Family and Probability of Default ratings of US Airways
Group, Inc., and the SGL-4 Speculative Grade Liquidity rating.

US Airways Group carries a 'CCC' issuer default rating from Fitch.


US AIRWAYS: Pilots Call on Senators to Denounce Closures
--------------------------------------------------------
The US Airline Pilots Association (USAPA), representing the pilots
of US Airways, called on both candidates for the U.S. Senate seat
in Massachusetts to denounce the decision by US Airways to close
its Boston crew base on May 2, 2010.

As USAPA has stated, it believes closing this base will have a
detrimental impact on passengers, employees, New England taxpayers
and the state's economy due to the loss of hundreds of jobs and
associated tax revenue.

"Closing the Boston crew base will have a profoundly negative
effect on thousands of pilots, flight attendants, mechanics and
ramp workers who live in the Boston area," said USAPA President
Mike Cleary.  "Unless this decision is reversed, hundreds of jobs
will be lost in the Boston area, causing substantial harm to an
economy already burdened in a downturn.  US Airways' planned
Boston base closure doesn't serve the passengers, the taxpayers,
the New England economy, the employees or the company.  We believe
it is critical that both Senate candidates show, in the final
weekend of the campaign, that they intend to fight for the people
of Boston by immediately denouncing the Boston base closure and
pledging to fight it if elected."

More information on how to contact US Airways and other Boston and
Massachusetts lawmakers can be found at:

                 http://www.SaveBostonBase.com/

                          About USAPA

Headquartered in Charlotte, N.C., the US Airline Pilots
Association (USAPA) represents more than 5,000 US Airways pilots
in seven domiciles across the United States. Visit the USAPA Web
site at www.USAirlinePilots.org

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/


Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As of June 30, 2009, reorganized US Airways had total assets of
$7,858,000,000 against debts of $8,194,000,000, for a
stockholders' deficit of $336,000,000.

In February, Moody's Investors Service affirmed the 'Caa1'
Corporate Family and Probability of Default ratings of US Airways
Group, Inc., and the SGL-4 Speculative Grade Liquidity rating.

US Airways Group carries a 'CCC' issuer default rating from Fitch.


U.S. ETHANOL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: U.S. Ethanol, LLC
        c/o Brenda Davis
        211 Pinnacle Court
        Macon, GA 31216

Bankruptcy Case No.: 10-10208

Debtor-affiliates filing separate Chapter 11 petition March 18,
2009:

        Entity                                     Case No.
        ------                                     --------
Recycle USA, Inc.                                  09-10513

Debtor-affiliates filing separate Chapter 11 petition July 6,
2009:

        Entity                                     Case No.
        ------                                     --------
Recycle, Inc.                                      09-52083

Chapter 11 Petition Date: February 5, 2010

Court: United States Bankruptcy Court
       Middle District of Georgia (Albany)

Debtor's Counsel: Wesley J. Boyer, Esq.
                  Katz, Flatau, Popson and Boyer, LLP
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 742-6481
                  Email: wjboyer_2000@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/gamb10-10208.pdf

The petition was signed by Brenda Davis.


VENETIAN MACAU: Bank Debt Trades at 5% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Venetian Macau US
Finance Co., LLC, is a borrower traded in the secondary market at
95.16 cents-on-the-dollar during the week ended Friday, Feb. 5,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.54 percentage points from the previous week, The Journal
relates.  The Company pays 550 basis points above LIBOR to borrow
under the facility.  The debt matures on May 25, 2011, and carries
Moody's B3 rating and Standard & Poor's B- rating.

Meanwhile, participations in a syndicated loan under which Las
Vegas Sands Corp. is a borrower traded in the secondary market at
87.31 cents-on-the-dollar during the week ended Friday, Feb. 5,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.77 percentage points from the previous week, The Journal
relates.  The Company pays 175 basis points above LIBOR to borrow
under the facility.  The debt matures on May 1, 2014, and carries
Moody's B3 rating and Standard & Poor's B- rating.

The syndicated loans are two of the biggest gainers and losers
among 180 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

Venetian Macau US Finance Co., LLC (also known as VML US Finance
LLC), and Venetian Macau Limited are wholly owned subsidiaries of
Las Vegas Sands.  Venetian Macau Limited owns the Sands Macau in
the People's Republic of China Special Administrative Region of
Macau and is also developing additional casino hotel resort
properties in Macau.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

As reported by the TCR on Aug. 4, 2009, Moody's placed Las Vegas
Sands Corp.'s ratings, including its 'B3' Corporate Family Rating,
on review for possible downgrade.  Moody's cited weak operating
results and heightened concern regarding the Company's ability to
maintain compliance with financial covenants, among other things.

The Company also carries 'B-' issuer credit ratings from Standard
& Poor's.


VENTAS INC: Moody's Upgrades Rating on Senior Debt From 'Ba1'
-------------------------------------------------------------
Moody's Investors Service upgraded the rating of Ventas' senior
unsecured debt to Baa3 from Ba1.  The ratings outlook is stable.

The upgrade reflects the strength in the REITs balance sheet after
significant de-leveraging activity in 2009.  By 3Q09, net debt to
EBITDA was 4.3X vs.  5.1X in 3Q08.  Moody's expects this metric to
remain under 5.0X, even as Ventas grows its portfolio.  The
upgrade also reflects the REIT's sound liquidity management
through the credit crisis, strong fixed charge coverages (2.9X at
3Q09), and high quality property portfolio.  Moody's also notes
that Ventas has managed its senior living operating assets well as
evidenced by its recent increase in earnings guidance for the
fourth quarter.

Ventas' credit profile continues to be challenged by its operator
and tenant concentration.  The REIT's top three operators by NOI
contribute 77% of total NOI and its top two tenants contribute
59%.  Moody's expects these concentrations to decrease, but
acknowledges this will take time.  Ventas also employs higher
secured debt levels than its investment grade rated peers.  The
rating upgrade also reflects Moody's expectation that secured debt
as a percentage of gross assets will decrease closer to 15% over
the near-term.  Given Ventas' material operator and tenant
concentrations, the REIT's credit metrics need to remain more
conservative than its more diversified peers in order to maintain
the same ratings.

The stable outlook reflects Moody's expectation that Ventas will
maintain adequate liquidity, reduced secured debt levels and
maintain net debt to EBITDA below 5.0X, even as the REIT resumes
growth.  Moody's also expects the REIT to continue to advance the
diversity of its healthcare property portfolio by sub-type and
tenant/operator base.

Moody's indicated that upward rating's movement would be
predicated upon a reduction in its top two tenant exposure closer
to 25% of NOI, secured debt closer to 10% of gross assets, and net
debt to EBITDA below 4.5X on a consistent basis.  The rating
agency also indicated that downward rating's movement could result
if Ventas were to employ a more aggressive capital strategy,
demonstrated by a rise in net debt to EBITDA beyond 5.0X and
secured debt beyond existing levels which would most likely be
driven by a large, leveraged strategic acquisition.  In addition,
any material operating weakness in either of its top two tenants
could also pressure the ratings.

These ratings were upgraded with a stable outlook:

* Ventas Realty Limited Partnership -- Senior debt to Baa3, from
  Ba1; senior debt shelf to (P)Baa3, from (P)Ba1; subordinated
  debt shelf to (P)Ba1, from (P)Ba2

* Ventas, Inc. -- Senior guaranteed debt to Baa3, from Ba1; senior
  debt shelf to (P)Ba1, from (P)Ba2; subordinated debt shelf to
  (P)Ba2, from (P)Ba3

* Ventas Capital Corporation -- senior debt shelf to (P)Baa3, from
  (P)Ba1; subordinated debt shelf to (P)Ba1, from (P)Ba2

These ratings were affirmed with a stable outlook:

* Ventas, Inc. -- Preferred stock shelf at (P)Ba3

The last rating action with respect to Ventas Inc was on
September 24, 2007, when Moody's upgraded the ratings to Ba1
(senior unsecured debt) from Ba2.  The outlook was stable.

Ventas, Inc., is a health care real estate investment trust that
owns 243 senior housing facilities, 187 skilled nursing
facilities, 40 hospitals and 31 medical office and other
properties in 43 states and two Canadian provinces.  At
September 30, 2009, Ventas had $5.6 billion in book assets.


VIEWPOINTE: Case Summary & 17 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Viewpointe Professional Office Center II, LLC
        8215 South Eastern Avenue
        Las Vegas, NV 89123

Bankruptcy Case No.: 10-11681

Chapter 11 Petition Date: February 3, 2010

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

Judge: Bruce A. Markell

Debtor's Counsel: James D. Greene, Esq.
                  Rice Silbey Reuther & Sullivan
                  3960 Howard Hughes Pkwy, Ste 700
                  Las Vegas, NV 89109
                  Tel: (702) 732-9099
                  Fax: (702) 732-7110
                  Email: jgreene@rsrslaw.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
17 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/nvb10-11681.pdf

The petition was signed by C D Johnson.


VISTEON CORP: Begins Filing Omnibus Claims Objections
-----------------------------------------------------
In their first omnibus claims objection, Visteon Corp. and its
units ask the Court to expunge 70 duplicate proofs of claim
that assert $12,699,261 in the aggregate.  The Debtors assert
that if those Claims are not formally expunged or disallowed, the
potential exists for double recoveries by the claimants.

A list of the Duplicate Claims is available for free at:

       http://bankrupt.com/misc/Visteon_1stOmniDupli.pdf

The Debtors also ask the Court to disallow in full 17 Equity
Claims, aggregating $10,475.  The Debtors aver that disallowance
of the proofs of claim filed on account of equity interests in
Visteon Corporation is appropriate because the Equity Claims do
not constitute "claims" within the meaning of Section 101(5) of
the Bankruptcy Code.

A list of the Equity Claims is available for free at:

      http://bankrupt.com/misc/Visteon_1stOmniEquity.pdf

In their second omnibus claims objections, the Debtors ask the
Court to disallow and expunge claims, totaling $14,116,395, which
have been amended and replaced by later proofs of claim.

A list of the Amended Claims is available for free at:

         http://bankrupt.com/misc/Visteon_2ndOmni.pdf

VISTEON BANKRUPTCY NEWS provides definitive coverage of all
omnibus claims objections, responses by claimants to those
objections, and all orders entered by the Court in connection with
the objections.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Wins Approval of Settlement With Toledo Molding
-------------------------------------------------------------
Bankruptcy Judge Christopher Sontchi authorized Visteon Corp. and
its units to enter into a settlement agreement and mutual release
with Toledo Molding and Die, Inc.  The Court also authorized the
Debtors to file under seal certain schedules to the Settlement
Agreement and Mutual Release with Toledo Molding.

Visteon Corp. and its units are parties to numerous purchase
orders with Toledo & Die, Inc., under which Toledo Molding
manufactures interior and climate controlled parts for the
Debtors.  The Debtors aver that continued receipt of the Component
Parts are essential to their ongoing operations.  Mark M. Billion,
Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, contends that the Debtors cannot immediately resource
production from Toledo Molding and without receipt of the
Component Parts, the Debtors will shut down their manufacturing
lines for Ford Motor Company, Chrysler Group LLC, General Motors
Corporation, Nissan North America and Honda North America, causing
a default under the purchase orders and accommodation agreements
between the Debtors and those customers.

Toledo Molding alleges that the Debtors owes it more than
$9.6 million for component parts received prior to the Petition
Date, unpaid tooling invoices, and other commercial claims.
Toledo Molding also claims a lien on all tooling in its possession
for unpaid amounts due related to certain Tooling, and unpaid
amounts due for Component Parts manufactured with the Tooling.
Significantly, Toledo Molding asserts liens on the Tooling, some
of which relates to production that the Debtors will no longer
continue and therefore, release of those Tooling to the Debtors'
customers is required of the Debtors under their customer
accommodation agreements.

The Debtors, on the other hand, alleges that they are owed
approximately $1.3 million by Toledo Molding for contractual
productivity givebacks and decreased raw material costs arising
prior to the Petition Date.

The Debtors believe that Toledo Molding is a "distressed
supplier" as contemplated in the Critical Vendors Order entered
by the Bankruptcy Court, authorizing the Debtors to pay certain
prepetition claims of critical and financially distressed
suppliers.  Mr. Billion asserts that in the event Toledo Molding
is unable to manufacture the Component Parts, the Debtors'
production lines will be shut down and the Debtors, in turn, will
be unable to manufacture component parts for their customers.
Consequently, the Debtors will suffer not only a loss of revenue,
but also be subjected to significant damage claims from their
affected customers, loss of good will and be in breach of their
customer accommodation agreements, he points out.

The parties have decided to negotiate a resolution to their
dispute and entered into a settlement agreement, whereby:

  -- The Debtors will pay Toledo Molding a lump sum cash payment
     of $2.6 million, release certain claims against Toledo
     Molding, and assume certain purchase orders with Toledo
     Molding at agreed pricing.

  -- In exchange, Toledo Molding will release claims against
     the Debtors.

  -- In addition, Toledo Molding will effectuate a setoff of the
     Debtors' Claim against the Toledo Molding Claim.

Mr. Billion reminds the Court that the Debtors have equity
interest in Toledo Molding.  He asserts that failure to enter
into the Settlement, causing Toledo Molding to be unable to renew
its financing and potentially closing its doors will not only
cause damages to the Debtors through shutting down their
customers, but may also substantially decrease equity of Toledo
Molding thus decreasing the value of the Debtors' estate.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Wins Approval of Siemens Financial Settlement
-----------------------------------------------------------
Visteon Corp. won approval of a settlement with Siemens Financial
Services Inc.

Visteon Corp. and Siemens Financial Services, Inc., are parties to
a Master Equipment Lease Agreement dated August 31, 2004, and
certain related schedules, which include (i) Leasing Schedule
Nos. 1 and 2 dated September 15, 2004, (ii) Leasing Schedule No.
3 dated October 29, 2004, (iii) Leasing Schedule No. 4 dated
November 15, 2004, (iv) Leasing Schedule No. 5 dated November 30,
2004, and (v) Leasing Schedule No. 6, under which the Debtors
lease from Siemens certain office furniture and fixtures.

The Property leased by the Debtors is comprised of the
workstations and free-standing cubicles that provide open-plan
office space for Visteon employees throughout Visteon's office
complex that are necessary for the Debtors' operations.

The Lease, which will expire in 2011, requires a monthly payment
of $194,000, for which the Debtors have not paid since the
Petition Date.  The aggregate amount of payments remaining under
the Lease, including missed payments since the Petition Date,
equal $5.4 million, Laura Davis Jones, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, tells the Court.

"Replacing the Property would be prohibitively expensive, likely
costing in excess of $5 million, as well as disruptive to
Visteon's business, hindering Visteon's reorganization efforts,"
Ms. Jones notes.

Accordingly, the Debtors and Siemens have reached an agreement
under which Siemens will sell, and the Debtors will purchase the
Property, for $2.5 million pursuant to Section 363(b)(1) of the
Bankruptcy Code.  The Settlement Agreement also provides for
Siemens' waiver and release of all prepetition, administrative
expense and lease rejection claims and the Debtors' waiver and
release of any claims they may have against Siemens relating to
the Lease, including avoidance actions under Chapter 5 of the
Bankruptcy Code.

Ms. Jones specifies that the Debtors paid three monthly Lease
payments, totaling $387,000, to Siemens within the 90-day period
prior to the Petition Date.  Hence, Siemens may have sufficient
defenses to greatly reduce or eliminate potential recovery on any
avoidance actions.

Through the rejection of the Lease and purchase of the Property,
the Debtors will own the Property rather than lease, Ms. Jones
points out.  This will allow the Debtors, she notes, to retain
the Property beyond the expiration of the Lease.  Moreover, as a
result, the Debtors will save approximately $2.9 million and
avoid the disruption and prohibitive costs of replacing the
Property, Ms. Jones avers.

Siemens's waiver constitutes release of all claims against the
Debtors, including significant administrative claims and lease
rejection claims.  "The $2.9 million savings [that the Debtors]
will realize from this transaction more than compensates for its
release of potential avoidance actions," Ms. Jones asserts.  "The
transaction avoids the costs associated with litigation and
represents a reasonable compromise."

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Wins OK to Hire Deloitte as Tax Advisor
-----------------------------------------------------
Visteon Corp. and its units obtained approval to employ Deloitte
Tax LLP as their tax advisor effective as of December 5,
2009.

No parties filed objections to the Application.

The Debtors maintain that they are in need of international
assignment tax and compensation administration services and
related tax advisory assistance from Deloitte and its affiliates
or its related entities outside of the United States, with whom
it will coordinate services, in connection with the deployment of
the Debtors' employees on international assignments.

As the Debtors' tax advisors, Deloitte Tax will:

  (a) prepare the U.S. Federal and state income tax returns for
      eligible Assignees or of foreign income tax returns, tax
      equalization calculations, and other miscellaneous tax
      compliance services;

  (b) provide global employer administration services, including
      pre-departure services, ongoing assignment administration,
      year end services, repatriation services, and post-
      assignment support services;

  (c) provide general tax advisory services; and

  (d) provide other related or similar tax services as may be
      requested by the Debtors and agreed to by Deloitte Tax.

The Debtors will pay for Deloitte Tax's services based on the
firm's current rates:

  I. Global Employer Tax Services

       Professional                    Rates
       ------------                    -----
       Partner/Director                $450
       Senior Manager                  $390
       Manager                         $280
       Senior                          $180
       Consultant                      $110

II. Global Employer Administration Services

       Service                         Budgeted Amount
       -------                         ----------------
       Ongoing compensation(per year)  $1,775 to $2,100
       New Assignee Payroll(one time)  $400 to $600
       Repatriation Services(per year) $400 to $600
       Year-end process(per year)      $950 to $1,200

III. General Tax Advisory Services

       Professional                    Rates
       ------------                    -----
       Partner/Director                $450
       Senior Manager                  $390
       Manager                         $280
       Senior                          $180
       Consultant                      $110

The Debtors also intend to reimburse Deloitte Tax for reasonable
out-of-pocket expenses.

The Debtors relate that as of December 5, 2009, Deloitte Tax
holds approximately $50,600 of prepaid amounts from them in
advance of administrative expenses.

Douglas Krizanic, a partner of Deloitte Tax, assures the Court
that his firm is a "disinterested person" as that term is defined
under Section 101(14) of the Bankruptcy Code.

                        About Visteon Corp

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Wants Pensioners Off Creditors Committee
------------------------------------------------------
Law360 reports that Visteon Corp. has asked a bankruptcy judge to
reconsider an earlier order requiring the U.S. trustee to appoint
pension plan participants to its creditors committee, saying
pensioners have no direct claims against the company.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WENDELL NORBY: Files for Chapter 11 Bankruptcy in Oregon
--------------------------------------------------------
Nathan Halverson at The Press Democrat reports that Wendell
Nordby III filed Chapter 11 bankruptcy in U.S. Bankruptcy Court in
Santa Rosa, attempting to reorganize $52.5 million in debts and
liabilities while retaining $1.6 million in assets.

Mr. Norby said slowdown in business at Norby Construction coupled
with a drop in the value of his other development projects forced
him to seek for protection, Mr. Halverson notes.

Mr. Nordby is trying to dissolve all of his $32 million in
personal guarantees.  At least one loan he guaranteed is in
default -- a $750,000 line of credit loan from Wells Fargo to a
partnership called DDB LLC.  The bank sued Mr. Nordby and his
partners in Sonoma County Superior Court last May, attempting to
force them to make good on their promise to cover the loan, Mr.
Halverson relates.

Mr Halverson says Mr. Nordby has proposed a restructuring plan to
his creditors, who will have until March 12 to vote on it.

Michael Fallon represents Mr. Nordby.

Wendell Norby is chief executive of Norby Construction, a general
contractor in the North Bay.


WEST CORP: Bank Debt Trades at Less Than 1% Off
-----------------------------------------------
Participations in a syndicated loan under which West Corporation
is a borrower traded in the secondary market at 99.38 cents-on-
the-dollar during the week ended Friday, Feb. 5, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.68 percentage
points from the previous week, The Journal relates.  The Company
pays 387 basis points above LIBOR to borrow under the loan
facility, which matures on July 1, 2016.  The bank debt carries
Moody's B1 rating while not rated by Standard & Poor's.  The
syndicated loan is one of the biggest gainers and losers among 180
widely quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

The Troubled Company Reporter on Oct. 9, 2009, said that Moody's
does not expect to take any immediate rating action following West
Corporation's announcement that it has filed for an initial public
offering of its common stock.  West indicated in its Form S-1
filing that it intends to use part of the net proceeds from the
offering to repay or repurchase indebtedness.

The last rating action on West Corporation was on May 8, 2007, at
which time Moody's lowered the senior secured credit facility
rating to B1 from Ba3 while affirming all other credit and
liquidity ratings.

Based in Omaha, Nebraska, West Corporation is a leading provider
of business process outsourcing services.  West has a B2 Corporate
Family Rating and a stable rating outlook.


WESTERN DAIRY: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Western Dairy Specialties, LLC
        4785 Caughlin Parkway
        Reno, NV 89519

Bankruptcy Case No.: 10-50307

Chapter 11 Petition Date: February 3, 2010

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

Judge: Gregg W. Zive

Debtor's Counsel: Sallie B. Armstrong, Esq.
                  427 W Plumb Ln
                  Reno, NV 89509
                  Tel: (775) 329-5900
                  Email: sarmstrong@downeybrand.com

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

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

The petition was signed by Matthew P. Berry, the company's chief
financial officer.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Iron Springs               Trade Debt             $605,398
Transportation, Inc.
201 Wild Horse Dr.
McCarran, NV 89434-9702

Golden State Milk          Trade Debt             $338,718
Producers
PO Box 579390
Modesto, CA 95357-9390

RHP Mechanical Systems     Trade Debt             $198,007

NV Energy                  Trade Debt             $163,778

All Star Dairy             Trade Debt             $155,781
Association, Inc.

IES Commercial, Inc.       Trade Debt             $137,107

iGPS                       Trade Debt             $124,151

Holland & Hart LLP         Trade Debt             $108,000

Lyon County Treasurer      Trade Debt             $94,154

Manpower                   Trade Debt             $78,662

Wilshire Finance           Trade Debt             $77,473

Nat'l Fluid Milk           Trade Debt             $71,302
Processor Promotion Bd

Ruan Transport             Trade Debt             $60,040
Corporation

National Farmers           Trade Debt             $57,421
Organization

Phoenix Closures, Inc.     Trade Debt             $47,642

Creative Edge              Trade Debt             $45,225

Darigold, Inc.             Trade Debt             $40,916

Payment Remittance Center  Trade Debt             $37,767

Data Specialists, Inc.     Trade Debt             $36,370

Anderson Dairy             Trade Debt             $31,807


WESTERN REFINING: Bank Debt Trades at 7% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Western Refining,
Inc., is a borrower traded in the secondary market at 93.03 cents-
on-the-dollar during the week ended Friday, Feb. 5, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.90
percentage points from the previous week, The Journal relates.
The Company pays 600 basis points above LIBOR to borrow under the
facility.  The debt matures on May 31, 2014, and carries Moody's
B3 rating and Standard & Poor's BB- rating.  The syndicated loan
is one of the biggest gainers and losers among 180 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Western Refining, Inc., headquartered in El Paso, Texas, is an
independent refining and marketing company.  Western owns and
operates a 128,000-barrel per day low complexity light sweet
refinery at El Paso, Texas, a medium sized relatively complex
coking refinery at Yorktown, Virginia, and two very small light
sweet crude oil refineries in the Four Corners region of New
Mexico.


WILLIAM BUCKLES: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: William G. Buckles, Jr.
        14204 Valentine Trail
        Largo, FL 33774

Bankruptcy Case No.: 10-02469

Chapter 11 Petition Date: February 4, 2010

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

Judge: K. Rodney May

Debtor's Counsel: Marshall G. Reissman, Esq.
                  Law Offices of Marshall G. Reissman
                  5150 Central Ave
                  St. Petersburg, FL 33707
                  Tel: (727) 322-1999
                  Fax: (727) 327-7999
                  Email: marshall@reissmanlaw.com

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

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

According to the schedules, the Company has assets of $7,180,030,
and total debts of $12,236,142.

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

             http://bankrupt.com/misc/flmb10-02469.pdf

The petition was signed by William G. Buckles, Jr.


WILLIAMSBURG-HICKORY: Case Summary & 19 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: The Williamsburg-Hickory Arms, LLC
        128 East Seventh Street
        Plainfield, NJ 07060

Bankruptcy Case No.: 10-13493

Chapter 11 Petition Date: February 5, 2010

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

Debtor's Counsel: Richard D. Trenk, Esq.
                  Trenk, DiPasquale, Webster,
                  Della Fera & Sodono, P.C.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Email: rtrenk@trenklawfirm.com

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

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

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

              http://bankrupt.com/misc/njb10-13493.pdf

The petition was signed by David Connolly, manager of the Company.


WINDSTREAM CORP: S&P Downgrades Corporate Credit Rating to "BB-"
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
Little Rock, Arkansas-based Windstream Corp., including the
corporate credit rating, which S&P lowered to "BB-" from "BB".  At
the same time, S&P removed all ratings on Windstream from
CreditWatch with negative implications, where they had been placed
on Nov. 24, 2009, following the announcement that the company had
entered into a definitive agreement to acquire Iowa
Telecommunications Services (B+/Stable/--) in a transaction valued
at $1.1 billion.  The outlook is stable.

At the same time, S&P lowered the issue-level ratings to "BB+"
from "BBB-" on these issues:

* Windstream's $2.9 billion senior secured credit facility;

* Valor Telecommunications Enterprises' $400 million notes due
  2015;

* Windstream Holdings of the Midwest Inc.'s $100 million notes due
  2028; and

* Windstream Georgia Communications Corp.'s $200 million
  debentures due 2013 (about $50 million currently outstanding.

The recovery rating on these issues remains unchanged at "1",
which indicates very high (90%-100%) expectations for recovery in
the event of payment default.

S&P also lowered the issue-level rating on Windstream's senior
unsecured debt to "B+" from "BB-" and left the recovery rating at
"5", which indicates expectations for modest (10%-30%) recovery in
the event of payment default.

"The rating action reflects S&P's view that access-line losses and
slower digital subscriber line growth will pressure revenue and
cash flow," said Standard & Poor's credit analyst Allyn Arden,
"making it unlikely Windstream will be able to achieve credit
measures that are appropriate for the previous "BB" rating,
including leverage in the low-3x area."  Pro forma debt to EBITDA
is about 3.8x, although potential operating synergies from recent
acquisitions could result in modest leverage reduction.  'still,"
added Mr. Arden, "longer term improvement key credit metrics will
be challenging, given the secular decline of the wireline industry
and the company's aggressive financial policy."


WITSOP-1 LLC: Files for Chapter 11 Bankruptcy to Avert Foreclosure
----------------------------------------------------------------
Boston Business Journal, citing a report from the Patriot Ledger,
says Witsop-1 LLC filed for Chapter 11 bankruptcy protection to
avert foreclosure.  Citizens Bank sought to foreclose on Village
Square because the company violated a loan covenant.  Two related
projects planned on an adjacent site are not expected to be
affected by the bankruptcy.

Witsop-1 LLC owns the Village Square shopping center on Route 53.


W.R. GRACE: Closing Arguments Heard, Interest Rate Debate Remains
-----------------------------------------------------------------
Judge Judith Fitzgerald of the U.S. Bankruptcy Court for the
Southern District of New York convened a hearing on January 25,
2010, to hear closing arguments regarding the Plan of
Reorganization proposed by W.R. Grace & Co. and its debtor
affiliates, the Official Committee of Equity Security Holders, the
Official Committee of Asbestos Personal Injury Claimants and the
official.

During the hearing, a debate on how much interest is due to
Grace's loans when it emerges from bankruptcy, Peg Brickley at Dow
Jones Daily Bankruptcy Review reported.

According to DBR, Grace argues that investors who bought
$500 million in bank loans should be paid about $350 million in
interest, in addition to payment in full on the principal.  Grace
says the bank loan interest rate was determined in a series of
deals, including the multi-billion-dollar global settlement of
asbestos damage claims that cleared the way for it to get out of
Chapter 11.  The settlement allows shareholders to hang on to
their stock, which was trading for $25 per share Monday.

DBR said investors in Grace's bank debt point out the company is
healthy enough to pay the default rate of interest on loans,
honoring the bargain it entered into when it borrowed the money.
The holders of Grace bank loan, according to DBR, want nearly
$100 million more than Grace is offering, and contend Grace should
not be allowed out of bankruptcy until it pays them.  DBR relates
that lenders argue Grace's market capitalization stands as proof
the Debtor is solvent, and its Chapter 11 case is not like most
cases, which pay creditors pennies on the dollar of debt,
"especially these days," said bank attorney Ken Pasquale, Esq., at
Stroock & Stroock & Lavan.

DBR said the bank loans at issue predate Grace's April 2001
Chapter 11 filing.  DBR notes that the argument marked the end of
months of confirmation hearings at which Grace is seeking
permission to put its reorganization plan in place and emerge from
bankruptcy.

"The default rate is rarely applied.  It is applied in very, very
highly unusual cases," Judge Fitzgerald commented at the hearing,
DBR reports.

Grace's plan provides for the establishment of a $2.9 billion
trust to cover asbestos liabilities.

David Bernick, Esq., at Kirkland & Ellis, on Grace's behalf, said
asbestos creditors and shareholders all gave up something in the
compromise that led to the Chapter 11 plan, and that it would only
be fair for bank debt holders to be on the same footing as others.

Investors in Grace's bank debt include Avenue Capital Management,
Caspian Capital Advisors, Citigroup Inc., J.P. Morgan Chase & Co.,
Anchorage Advisors, LLC, Babson Capital Management, LLC, Bass
Companies, Catalyst Investment Management Co., LLC, Cetus Capital,
LLC, DE Shaw Laminar Portfolios, LLC, Intermarket Corp., JD
Capital Management, LLC, Loeb Partners Corporation, MSD Capital,
L.P., Normandy Hill Capital, L.P., Ore Hill Partners, LLC, P.
Schoenfeld Asset Management, LLC, Restoration Capital Management,
LLC, and Royal Bank of Scotland, PLC.

               The Canadian Government Objection

Her Majesty the Queen in Right of Canada contends that the
Debtors' Chapter 11 Plan of Reorganization is not confirmable.

According to Jacqueline Dais-Visca, Esq., senior counsel at the
Ontario Regional Office in Canada, the Debtors and the
representative counsel for the Companies' Creditors Arrangement
Act executed the 2009 Restated Settlement, to which the Crown is
not a party, as of November 16, 2009.

While the 2009 Restated Settlement purports to release Grace from
all liability for claims asserted by parties asserting claims
relating to Zonolite Attic Insulation manufactured by W.R. Grace &
Co. in Canada, it also allows the CDN ZAI Personal Injury
claimants to pursue the Crown "not just for any alleged several
liability of the Crown but also for all joint liability alleged to
be shared with Grace and channels the Crown's claim over for
contribution or indemnity to the Asbestos PI Trust Fund," Ms.
Dais-Visca relates.

"The compromise and settlement memorialized in the 2009 Restated
ZAI Settlement is the product of collusion . . . to shift
liability for Grace's joint liability onto the Crown and to
deprive the Crown of the meaningful opportunity to actively
participate in the US bankruptcy proceedings so as to limit the
Crown's exposure to ZAI and other asbestos related claims arising
from Grace's activities in Canada," Ms. Dais-Visca emphasizes.

The 2009 Restated ZAI Settlement is an undisguised attempt to
transform the Crown, a tort action co-defendant, into a guarantor
or insurer for the liability of Grace in respect of ZAI, she adds.

In response, the Plan Proponents consisting of the Debtors, the
Official Committee of Asbestos Personal Injury Claimants and the
Official Committee of Equity Security Holders contend that the
objection of Her Majesty the Queen in Right of Canada to the
confirmation of the Debtors' Chapter 11 Plan of Reorganization
"lack merit and should be overruled."

To recall, the Crown alleged that the Debtors and the
representative counsel for the Companies' Creditors Arrangement
Act restated the original CDN Minutes of Settlement of the claims
relating to the Canadian Zonolite Attic Insulations on
November 16, 2009, without including the Crown as a party.

According to David M. Bernick, Esq., at Kirkland & Ellis LLP, in
New York, when it became clear that the confirmation of the Plan
was not feasible by October 31, 2009, Grace and the CCAA
Representative Counsel engaged in discussions, but were unable to
reach an agreement, on an extension of the deadline in the
Original Settlement.  As a result, the Original Settlement
expired, rendering it null and void.

Pursuant to continued discussions, however, Grace and the CCAA
Representative Counsel executed the Amended Settlement.  The key
differences between the Amended Settlement and the Original
Settlement are:

  (1) Grace increased its contribution to the CDN ZAI Property
      Damage Claims Fund and the new date by which the Amended
      Settlement would expire in the absence of a Confirmation
      Order was set at December 31, 2010.

  (2) Consistent with the Original Settlement, the Amended
      Settlement continues to prohibit CDN ZAI PD Claimants from
      pursuing CDN ZAI PD Claims against the Crown if those
      Claims will result in a claim for contribution, indemnity
      or otherwise by the Crown against Grace.  However, CDN ZAI
      Personal Injury Claimants are now permitted to pursue CDN
      ZAI PI Claims against the Crown provided that any
      subsequent claims by the Crown for contribution, indemnity
      or otherwise against Grace and its affiliates and
      predecessors are channeled to the Asbestos Personal Injury
      Trust.

  (3) Grace consents to, and supports, the application by the
      CCAA Representative Counsel for their appointment as
      special counsel for CDN ZAI Claimants in the U.S. Chapter
      11 cases retroactively to September 1, 2008, and going
      forward to the date of the Confirmation Order.  As a
      result, the Representative Counsel will be entitled to
      apply to have Grace pay their legal fees for this period.
      There was no similar provision in the Original Settlement.

While the Crown is disappointed that the Original Settlement's
gratuitous treatment -- bestowing on it the windfall protection
from CDN ZAI PI Claims -- no longer exists in the Amended
Settlement, "that disappointment has nothing to do with whether
the Amended Settlement can and should be approved," Mr. Bernick
contends.

The Crown's allegation that the Amended Settlement is the "product
of collusion on behalf of the Debtors and CCAA Representative
Counsel" is completely false, because both the Original Settlement
and the Amended Settlement were negotiated at arm's length.

"The Crown contributed nothing under the Original Settlement -- it
was merely a third part beneficiary of that agreement.   Moreover,
it was always clear that the Original Settlement was dependent
upon the Joint Plan being confirmed by October 31, 2009.  After
that date passed, the Debtors could not guarantee that the Crown
would receive the same treatment that was contemplated under the
Original Settlement," Mr. Bernick states.

In addition, the Crown simply states that CDN ZAI PD Claimants are
not treated "fairly and equitably," but is absolutely silent on
the vast differences between Canadian law and U.S. law with
respect to asbestos PD claims, Mr. Bernick notes.

Mr. Bernick further argues that under the Plan, the Crown's claims
are properly classified as Class 6 claims since they are
Indirect PI Trust Claims, which means that they are contribution
and indemnity claims on account of asbestos PI claims in Canada.

Mr. Bernick also points out that the Crown has filed a late
objection to the Plan.

                    Plan Objection Stipulations

Pursuant to a stipulation reached with the Plan Proponents,
Allianz Underwriters Insurance Company, Allianz SE, formerly known
as Allianz Aktiengesellschaft, Allianz S.p.A., formerly known as
Riunione Adriatica di Sicurta S.p.A., and Fireman's Fund Insurance
Company, informed the Court and parties-in-interest that they
withdraw all of their objections to:

  (i) the confirmation of the Joint Plan of Reorganization and
      all Plan-related documents; and

(ii) the Debtors' or Grace Personal Injury Committees' motions
      or applications pending in the Debtors' cases, including
      any appeals.

The Allianz Companies also notified Judge Fitzgerald that
Fireman's Fund Insurance Company has withdrawn its request to lift
the automatic stay to allow completion of the Debtors' appeal from
the judgment relating to the action styled W.R. Grace & Co. v.
Clifton Aaron Edwards, et al., litigated at the Texas Court of
Appeals of the 6th District.  As previously reported, Fireman's
Fund asserted a claim pursuant to an Indemnity Agreement arising
from a $43-million bond it issued on Grace's behalf in connection
with its appeal of a judgment awarded in favor of plaintiffs Aaron
C. Edwards, James T. Beam, Edward E. Storey, John M. Thomas, and
Sheila Martin.

The Allianz Companies consent to the assignment of Asbestos
Insurance Rights as provided in the Asbestos Insurance Transfer
Agreement, as defined in the Plan, John D. Demmy, Esq., at Stevens
& Lee. P.C., in Wilmington, Delaware, said.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The Company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura

Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.  Stroock &
Stroock & Lavan, LLP, and Duane Morris, LLP, represent the
Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.  David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace and its debtor affiliates, with the support of the
Official Committee of Asbestos Personal Injury Claimants, the
Asbestos PI Future Claimants' Representative and the Official
Committee of Equity Security Holders, have submitted a proposed
Chapter 11 plan of reorganization.  The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  The Plan confirmation hearing
wrapped up on January 25.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


W.R. GRACE: Records $71.2 Million Net Income for 2009
-----------------------------------------------------
W. R. Grace & Co. (NYSE: GRA) announced its financial results for
the fourth quarter and year ended December 31, 2009.

    Highlights for the fourth quarter:

    * Sales were $678.3 million compared with $768.4 million in
      the prior year quarter, a decrease of 11.7% including the
      effects of the deconsolidation of the Advanced Refining
      Technologies (ART) joint venture.

    * Gross profit percentage increased to 36.6% from 27.2% in
      the prior year quarter and 34.8% in the third quarter of
      2009.

    * Core EBIT grew to $76.4 million, an increase of 61.5%
      compared with the prior year quarter.

    * Grace net income was $46.4 million, an increase of 6.9%
      compared with the prior year quarter.

    For the full year:

    * Adjusted operating cash flow was $446.5 million, an
      increase of 14.6% from the prior year.

    * Core EBIT return on invested capital increased to 22.3%
      from 22.1% in the prior year.

"I am proud of our performance in 2009," said Fred Festa, Grace's
Chairman, President and Chief Executive Officer. "We acted quickly
in one of the worst operating environments in a generation to
build a leaner, more profitable company.  We aggressively reduced
costs, decreased working capital intensity, and realigned our
product portfolio to increase gross profit margin and return on
invested capital in sustainable ways. Our performance reflects
the quality of our products, the strength of our customer
relationships and the engagement of all of our employees.  Grace
is well positioned for the opportunities and challenges of 2010."

                   Fourth Quarter 2009 Results

Sales for the fourth quarter were $678.3 million compared with
$768.4 million in the prior year quarter, an 11.7% decrease.
The sales decrease was due to lower sales volumes (9.0%), the
previously announced deconsolidation of the Advanced Refining
Technologies (ART) joint venture (5.0%), and lower cost of metals
passed through to customers (2.5%), partly offset by favorable
currency translation (3.5%) and price increases (1.3%).  Sales
were down 26.8% in North America, 3.1% in Europe, and 9.7% in
Asia, and up 11.4% in Latin America.

Gross profit percentage for the fourth quarter was 36.6% compared
with 27.2% in the prior year quarter and 34.8% in the third
quarter of 2009.  The improvement in gross profit percentage is
due to a decrease in certain raw materials and energy costs since
their peak in the fourth quarter of 2008, lower factory overhead
expenses resulting primarily from restructuring activities, and
price increases primarily implemented during the fourth quarter of
2008.  Grace experienced increasing costs for certain raw
materials during the fourth quarter though raw materials and
energy costs remained below prior year levels.

Core EBIT was $76.4 million in the fourth quarter, compared with
$47.3 million in the prior year quarter, a 61.5% increase.  The
unfavorable effect of lower sales was more than offset by the
9.4 percentage point improvement in gross profit percentage from
the prior year quarter.  Core EBIT for the fourth quarter included
$11.7 million of gains related to the sale of a product line, the
sale of a 5% interest in ART and the required revaluation of
Grace's remaining investment in ART, partly offset by $6.5 million
of restructuring expenses and related asset impairments.  Core
EBIT margin was 11.3% compared with 6.2% in the prior year
quarter.

Selling, general and administrative expenses decreased 2.0% from
the prior year quarter due to the restructuring actions completed
in 2009 and other cost reduction efforts (5.2%) and a decrease in
noncore costs (8.1%), partly offset by an increase in incentive
compensation (5.7%), unfavorable currency translation (3.1%) and
higher legal costs (2.5%).

Net income attributable to Grace (Grace net income) for the fourth
quarter was $46.4 million, or $0.63 per diluted share, compared
with $43.4 million, or $0.60 per diluted share, in the prior year
quarter.  Both the fourth quarter and the prior year quarter were
negatively affected by Chapter 11 expenses and other matters not
related to core operations.  Both quarters benefited from the
favorable resolution of noncore tax matters, resulting in a net
tax benefit of $5.5 million in the 2009 fourth quarter and a net
tax benefit of $34.6 million in the prior year quarter.  Excluding
Chapter 11 expenses, the loss on non-core activities, and non-core
tax items, Grace net income would have been $46.5 million for the
fourth quarter compared with $25.4 million calculated on the same
basis for the prior year quarter, an 83.1% increase.

                  Full Year 2009 Results

Sales for the year ended December 31, 2009 were $2,825 million
compared with $3,317 million for the prior year, a 14.8% decrease.
The sales decrease was due to lower sales volumes (10.2%),
unfavorable currency translation (3.7%), lower cost of metals
passed through to customers (3.1%), and the deconsolidation of the
ART joint venture (1.2%), partly offset by price increases (3.4%).

Gross profit percentage for the year was 32.7% compared with 29.7%
in the prior year.  The improvement in gross profit percentage was
due to price increases primarily implemented in the second half of
2008, a decrease in raw materials and energy costs since their
peak in the fourth quarter of 2008, and lower factory overhead
expenses resulting primarily from restructuring activities.

Core EBIT for the year was $255.3 million, down 14.8% from the
prior year, primarily due to lower sales volumes, unfavorable
currency translation, and higher pension expenses, partly offset
by an increase in gross profit percentage and lower selling,
general and administrative expenses.  Restructuring expenses and
related asset impairments of $32.4 million for the year were
offset by gains related to three product line sales and the ART
transaction of $33.9 million.  Core EBIT margin was 9.0%, equal to
the prior year level.

Grace net income for the year ended December 31, 2009, was
$71.2 million, or $0.98 per diluted share, compared with Grace net
income of $121.5 million, or $1.68 per diluted share, for the
prior year.

Adjusted operating cash flow was $446.5 million for the year ended
December 31, 2009, compared with $389.5 million in the prior year,
a 14.6% increase.  The increase in adjusted operating cash
flow was primarily due to improvements in working capital and
lower capital expenditures, partially offset by the impact of
lower Core EBIT.  Net working capital decreased by 27 days during
2009, including a reduction of 13 days of inventory and an
increase of 13 days of accounts payable.

                      CORE OPERATIONS

                       Grace Davison

Fourth quarter sales for the Grace Davison operating segment,
which includes specialty catalysts and materials used in a wide
range of industrial applications, were $460.8 million, down 9.1%
from the prior year quarter. The sales decrease was due to the
deconsolidation of the ART joint venture (7.6%), lower sales
volumes (3.7%), and lower cost of metals passed through to
customers (3.7%), partly offset by favorable currency translation
(3.9%) and price increases (2.0%).

Sales of this operating segment are reported by product group:

    * Refining Technologies -- sales of catalysts and chemical
      additives used by petroleum refineries were $200.6 million
      in the fourth quarter, down 26.0% from the prior year
      quarter.  Fourth quarter sales in this product group were
      unfavorably affected by the deconsolidation of the ART
      joint venture, lower sales volumes, and a decrease in the
      cost of molybdenum passed through to hydroprocessing
      customers, partly offset by improved pricing in fluid
      catalytic cracking (FCC) catalysts and additives and
      favorable currency translation.  Reported sales of this
      product group include $17.8 million related to the ART
      joint venture in the 2009 fourth quarter and $77.3 million
      in the prior year quarter.

    * Materials Technologies -- sales of engineered materials,
      coatings and sealants used in numerous industrial,
      consumer and packaging applications were $160.8 million in
      the fourth quarter, up 9.8% from the prior year quarter.
      Fourth quarter sales in this product group were favorably
      affected by currency translation, improved customer demand
      and higher selling prices.

    * Specialty Technologies -- sales of highly specialized
      catalysts and materials used in unique or proprietary
      applications and markets were $99.4 million in the fourth
      quarter, up 11.2% from the prior year quarter.  Fourth
      quarter sales in this product group were favorably
      affected by higher customer demand for polyolefin
      catalysts and by currency translation.

Segment operating income of Grace Davison for the fourth quarter
was $97.0 million compared with $50.8 million in the prior year
quarter, a 90.9% increase.  The favorable effects of raw materials
and energy cost reductions, operational efficiencies, and improved
pricing more than offset the unfavorable effects of lower sales
volumes.  Gross profit percentage was 37.1% compared with 24.4% in
the prior year quarter and 33.6% in the third quarter of 2009.
Segment operating margin was 21.1% compared with 10.0% in the
prior year quarter.

On November 30, 2009, Grace completed the sale of a 5% interest in
ART, a joint venture with Chevron Products Company.  Grace reduced
its 55% interest to 50% to achieve a balanced ownership structure
with Chevron.  Grace deconsolidated ART's results from its
consolidated financial statements on a prospective basis effective
December 1, 2009.  Previously, Grace reported 100% of ART's sales
and 55% of ART's income, with 45% of ART's income reported as
income attributable to non-controlling interests.  Effective
December 1, 2009, Grace is reporting its investment in ART and its
portion of ART's income and dividends using the equity method of
accounting.  Grace recorded a gain of $4.8 million from the sale
of its 5% interest in ART and the required revaluation of its
remaining investment in ART.

Sales of the Grace Davison operating segment for the year ended
December 31, 2009, were $1,935.4 million, down 10.8% compared with
the prior year.  Segment operating income for the year ending
December 31, 2009 was $331.3 million, a 19.1% increase compared
with the prior year.  Segment operating margin was 17.1% compared
with 12.8% for the prior year.  These results reflect the
favorable effects of price increases, lower raw materials and
energy costs, gains related to the sale of a product line and the
ART transaction, and lower operating expenses, partly offset by
the unfavorable effects of lower sales volume, the sale in the
first quarter of 2009 of high-cost inventories produced in the
fourth quarter of 2008, and currency translation.

                  Grace Construction Products

Fourth quarter sales for the Grace Construction Products operating
segment, which includes specialty chemicals and building materials
used in commercial, infrastructure and residential construction,
were $217.5 million, down 16.8% from the prior year quarter.  The
sales decrease was due to lower sales volumes (18.5%) and prices
(0.7%), partly offset by favorable currency translation (2.4%).

Sales of this operating segment are reported by geographic region
as:

    * Americas -- sales of products to customers in the Americas
      were $107.2 million in the fourth quarter, down 20.4% from
      the prior year quarter, primarily due to lower customer
      demand in North America.  In Latin America, price
      increases and favorable currency translation resulted in
      an 18.1% sales increase from the prior year quarter.

    * Europe -- sales of products to customers in Eastern and
      Western Europe, the Middle East, Africa and India were
      $74.5 million in the fourth quarter, down 17.2% from the
      prior year quarter.  Unfavorable market conditions
      resulted in significantly lower sales volumes across the
      region, except in India and some Middle Eastern and
      African markets.

    * Asia -- sales of products to customers in Asia (excluding
      India), Australia, and New Zealand were $35.8 million in
      the fourth quarter, down 2.5% from the prior year quarter.
      Revenues were unfavorably affected by lower sales volumes.

    The sharp decline in the U.S. construction market abated in
the second half of 2009, although activity remains weak.
Commercial construction starts in the U.S. in the fourth quarter
were down approximately 40% from the prior year quarter.
Commercial construction activity in Europe and the Middle East
continued to decline in the fourth quarter but at more moderate
rates.  Unfavorable credit conditions continue to delay commercial
construction starts.

Segment operating income of Grace Construction Products for the
fourth quarter was $22.7 million compared with $27.7 million for
the prior year quarter, an 18.1% decrease.

The unfavorable effects of lower volumes more than offset the
favorable effect of lower raw materials costs and operating
expenses.  Gross profit percentage was 36.0% compared with 32.9%
in the prior year quarter and 37.9% in the third quarter of 2009.
Segment operating margin in the fourth quarter was 10.4% compared
with 10.6% in the prior year quarter.

In December 2009, Grace completed the sale of its Serviwrap Pipe
Corrosion Protection product line, a non-strategic component of
Grace Construction Products' Specialty Building Materials
business, to a strategic buyer, and recorded a gain on the sale of
$6.9 million.  The Serviwrap product line includes tapes used to
wrap joints for water, oil and gas pipelines both onshore and
offshore.  Sales of this product line account for significantly
less than 1% of Grace's 2009 sales.  Grace Construction Products
recognized restructuring expenses and related asset impairments of
$5.8 million for severance and other costs related to the
announced closure of the manufacturing facility where Serviwrap
products were made.

Sales of the Grace Construction Products operating segment for the
year ended December 31, 2009, were $889.6 million, down 22.5%
compared with the prior year.  Segment operating income for the
year ended December 31, 2009 was $106.4 million compared with
$148.3 million for the prior year, a 28.3% decrease.  Segment
operating margins were 12.0% for the year compared with 12.9% for
the prior year, reflecting continued weakness in the global
construction market.  These results include the gains on the sale
of two product lines in 2009 and the restructuring following the
sale of the Serviwrap product line.

                       Corporate Costs

Corporate support function costs decreased by 8.6% in the fourth
quarter compared with the prior year quarter due primarily to
savings from the restructuring actions completed in 2009 and other
cost reduction efforts.  Performance related compensation and
other corporate costs increased in the fourth quarter compared
with the prior year quarter primarily due to higher incentive
compensation expenses and higher legal costs.

Corporate support function costs decreased 7.3% for the year ended
December 31, 2009, compared with the prior year due primarily to
savings from the restructuring actions completed in 2009 and other
cost reduction efforts.  Performance-related compensation and
other corporate costs increased for the year ended December 31,
2009, over the prior year primarily due to higher incentive
compensation expenses and higher legal costs.

                        Pension Expense

Pension expense related to core operations for the fourth quarter
was $17.5 million compared with $11.5 million for the prior year
quarter, a 52.2% increase.  Pension expense related to core
operations for the year ended December 31, 2009, was
$68.9 million compared with $45.6 million in the prior year, an
increase of 51.1%.  The increase in costs is primarily
attributable to the decline in plan asset values in 2008.

                    Restructuring Actions

In the year ended December 31, 2009, Grace recognized
$32.4 million of restructuring expenses and related asset
impairments related to cost reduction and restructuring programs
implemented in its core operations, and $1.0 million of
restructuring expenses related to its noncore activities.  Of
these amounts, $26.6 million relate to corporate-initiated
programs and are included in corporate restructuring expenses in
the consolidated analysis of core operations, and $5.8 million
relate to programs initiated by an operating segment and are
included in segment operating income.

The 2009 restructuring actions, together with