TCR_Public/100226.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, February 26, 2010, Vol. 14, No. 56

                            Headlines

1600 TRADING: Wants PlainsCapital to Return Inventory
ACCREDITED HOME: Has Settlement Offer from Lone Star
AIRTRAN AIRWAYS: Reveals Leadership Promotions
AMERICAN GENERAL: S&P Downgrades Ratings to 'B/C' From 'BB+/B'
ASARCO LLC: Baker Botts Seeks $22.67-Mil. Discretionary Fees

ASARCO LLC: Professionals Charge $220 Million in Fees
ASARCO LLC: Stutzman Bromberg Files for Enhancement of Fees
ASARCO LLC: Wants to Compel Meritain to Produce Data
AVENTINE RENEWABLE: Posts $46.3 Million Net Loss in 2009
BANK OF AMERICA: Shareholders OK TARP Repayment Plan

BEAR ISLAND PAPER: Case Summary & 20 Largest Unsecured Creditors
BIOSCRIP INC: Moody's Assigns 'B2' Corporate Family Rating
BLOCKBUSTER INC: To Shut 500 U.S. Stores, Restructure Debt
BERNARD MADOFF: Investors Sue SIPC Directors in Claims Dispute
BERNARD MADOFF: SEC Charges BLMIS Director for Falsifying Records

BI-LO LLC: Hearing on Outline to New Plan on March 16
BOWNE & CO: R.R. Donnelley Deal Won't Affect Moody's 'B3' Rating
BOWNE & CO: S&P Puts 'B' Corp. Rating on CreditWatch Positive
BRENTWOOD APARTMENTS: Sec. 341(a) Meeting Scheduled for March 24
BRENTWOOD APARTMENTS: Wants Premium Finance Pact with Prime Rate

BRENTWOOD APARTMENTS: Wants to Use Colonial Cash Collateral
CABRINI MEDICAL: Receives $1.37MM Funding from Missionary Sisters
CALIFORNIA COASTAL: Seeks March 10 Extension of Exclusive Period
CAPRIUS INC: Knight Equity Markets Holds 29.84% of Common Stock
CATHOLIC CHURCH: Court Signs Order Confirming Fairbanks' Plan

CATHOLIC CHURCH: Hearing on TRO of Pilgrims Springs Sale Today
CATHOLIC CHURCH: Wilmington Wants Plan Exclusivity Until July 30
CENTRAL CROSSINGS: Section 341(a) Meeting Scheduled for March 24
CENTRAL CROSSING: Taps Lowenstein Sandler as Bankruptcy Counsel
CENTRAL GARDEN: Moody's Rates $300 Mil. Subordinated Notes at 'B3'

CHARLES COWIN: Voluntary Chapter 11 Case Summary
CHARTER COMMS: Pension Funds Try to Revive Securities Action
CHRYSLER LLC: Rejected Dealers to Go to District Court
CHRYSLER LLC: New Chrysler Signs New Lease with Urstadt Biddle
CHRYSLER LLC: Fiat & Sollers Form Global Alliance in Russia

CHRYSLER LLC: Executives as Dealers to Stay Optimistic
CITIGROUP INC: In Advanced Talks to Sell Hedge-Fund Business
DAVIE YARDS: To Restructure Under The CCAA
DAZ VINEYARDS: Gets Court's Interim Okay to Use Cash Collateral
DBSD NORTH: Dish Network Rails Against $54-Mil. Credit

DRUG FAIR: Must Deliver Plan at Committee's Request
DUANE READE: CEO Lederer to Get $4.4MM Bonus on Walgreen Deal
EAST WEST RESORT: Gets Court's Interim Nod to Obtain DIP Financing
EAST WEST RESORT: Taps Houlihan Lokey as Financial Advisor
EAST WEST RESORT: Wants Schedules Filing Deadline Moved by 30 Days

EASTMAN KODAK: To Buy Back $300 Mil. of Senior Notes Held by KKR
EASTMAN KODAK: To Sell $400MM Secured Notes in Private Placement
EASTMAN KODAK: Fitch Assigns 'BB-/RR1' Rating on $400 Mil. Notes
EASTMAN KODAK: Moody's Affirms Corporate Family Rating at 'B3'
EASTMAN KODAK: S&P Assigns 'B-' Rating on $400 Mil. Notes

ECO2 PLASTICS: Court Approves $600,000 DIP Financing
EPV SOLAR INC: Case Summary & 20 Largest Unsecured Creditors
ESCADA AG: US Creditors Panel Wants Clingman as Advisor
ESCADA AG: US Creditors Panel Says PwC No Longer Necessary
ESCADA AG: US Trustee Gives Go Signal to Fees of 3 Firms

FELIX M FHIMA: Section 341(a) Meeting Scheduled for March 29
F.F. SOUCY LP: Chapter 15 Case Summary
FIDDLER'S CREEK: Files for Chapter 11 in Florida
FREMONT GENERAL: New World Wins Approval of Plan Outline
GENCORP INC: Retirement Savings Plan Holds 8% of Common Stock

GENCORP INC: Steel Partners Holds 6.9% of Common Stock
GENCORP INC: Whitebox Advisors Holds 7.9% of Common Stock
GENERAL GROWTH: Blackstone May Join Simon's $10-Bil. Offer
GENERAL GROWTH: W. Ackman Could Profit $170MM from Simon's Bid
GENERAL GROWTH: Eden Prairie Malls Emerge from Chapter 11

GENERAL GROWTH: Vanguard Group Has 0% Equity Stake
GLOBAL CROSSING: CEO John Legere to Get $350,681 2009 Bonus
GLOBAL CROSSING: FMR, Fidelity Own 14.952% of Common Stock
GLOBAL CROSSING: Reports Net Loss for 6th Consecutive Year
GMAC INC: Considers IPO to Repay Government Bailout

HEALTHSOUTH CORP: BlackRock Holds 8.68% of Common Stock
HEALTHSOUTH CORP: T. Rowe Price Holds 9% of Common Stock
HEALTHSOUTH CORP: Wellington Management Holds 5.59% of Shares
HEARTLAND PUBLICATIONS: Disclosure Statement Hearing Today
HSH DELAWARE: Lenders Want Trustee to Replace Management

HUNTER DEFENSE: S&P Affirms 'B+' Corporate Credit Rating
INFOLOGIX INC: Registers 3,364,738 Shares for Resale
INFOLOGIX INC: Secures $3MM Financing in Revised Hercules Loan
INFOLOGIX INC: Wayne Hoch Steps Down as Director
INTERNATIONAL LEASE: Moody's Puts 'Ba2' Rating on $750 Mil. Notes

INTERNATIONAL COAL: S&P Puts 'B-' Rating on Positive Watch
JAPAN AIRLINES: Plans 5% Pay Cuts, No Bonuses in FY2010
JAPAN AIRLINES: Reports Traffic Data for December
JENNIFER CONVERTIBLES: To be Delisted From Amex
LANDAMERICA FIN'L: Waterstone Owns 9.92% of Stock

LAUTH INVESTMENT: Borrowers Plan Assures 100% Payment
LEAP WIRELESS: Morgan Stanley Reports 0.4% Equity Stake
LEAP WIRELESS: T. Rowe Price Reports 10.5% Stake
LEHMAN BROTHERS: Bankruptcy Still Haunting Municipalities
LEHMAN BROTHERS: Noah Education to Repurchase Firm's ADSs

MCCLATCHY CO: Posts Final Results of Debt Tender Offer
METALDYNE CORP: Confirms 2 Cent Liquidating Plan
MOVIE GALLERY: Applies for Approval for KCC as Claims Agent
MOVIE GALLERY: Asks for OK for Sonnenschein as Counsel
MOVIE GALLERY: Proposes Kutak Rock as Co-Counsel

MPI AZALEA: Gets Temporary Access to Regal's Cash Collateral
NEWLEAD HOLDINGS: Has Deal to Buy 2 Ships; Gets $80-Mil. Loan
NISKA GAS: Moody's Assigns 'B1' Rating on $800 Mil. Senior Notes
OPUS EAST: Lease Decision Period Extended to April 27
OPUS SOUTH: Court Confirms Waters Edge Liquidating Plan

OPUS SOUTH: Proposes Polsinelli as Conflict Counsel
PACIFIC ETHANOL: Ryan Turner Joins Board, Inks Indemnity Agreement
PALM INC: Says Q3 FY2010 Revenues Miss Forecast by Wide Margin
PIONEER DRILLING: Moody's Assigns 'B3' Rating on $250 Mil. Notes
PROTECTIVE PRODUCTS: Sun Capital Buys Business for $10.7 Million

PROTOSTAR LTD: Seeks May 25 Extension of Plan Filing Deadline
QIMONDA AG: Bankruptcy Halts International Trade Commission Case
QIMONDA NA: To Sell More Tools & Equipment to Texas Instruments
RAFAELLA APPAREL: S&P Downgrades Corporate Credit Rating to 'CC'
REDDY ICE: S&P Junks Corporate Credit Rating From 'B'

RATHGIBSON INC: Seeks June 30 Extension of Exclusive Period
READER'S DIGEST: Proposes Protocol for Omnibus Claims Objections
RECTICEL NA: Gets Court OK for $4 Million DIP Financing
REMEDIAL CYPRUS: Asks for U.S. Court OK to Obtain DIP Financing
REMEDIAL CYPRUS: Taps Lowenstein Sandler as Bankruptcy Counsel

REMEDIAL CYPRUS: Wants March 18 Deadline for Filing of Schedules
ROBERT MILLER: U.S. Trustee Unable to Form Creditors Committee
RUBICON US REIT: Must Negotiate with Global Only Until March 8
SINOBIOMED INC: Issues 1,000,000 Shares for $300,000 Debt
SIX FLAGS: Gets Nod for $6.86MM Flatiron Premium Finance Pact

SIX FLAGS: Proposes Settlement with Commonwealth Insurance
SIX FLAGS: U.S. Trustee Opposes Merrill as Financial Advisor
SONIC AUTOMOTIVE: BlackRock Holds 7.29% of Class A Shares
SONIC AUTOMOTIVE: Dimensional Fund Holds 3.22% of Class A Shares
SONIC AUTOMOTIVE: FMR, Fidelity Hold 14.282% of Class A Shares

SONIC AUTOMOTIVE: Loomis Sayles Holds 5.16% of Class A Shares
SONIC AUTOMOTIVE: Swings to $31,548,000 Net Income for 2009
SPANSION INC: Demands Documents from Convertible Noteholders
SPANSION INC: Wants Spansion Japan's $761-Mil. Claim Disallowed
SPANSION INC: Contrarian Ineligible to Join Rights Offering

SPECTRUM BRANDS: D.E. Shaw Laminar Owns 13.33% of Stock
SPHERIS INC: Court OKs CBay-Led Auction on April 13
ST MARY'S: Moody's Upgrades Debt Rating on Hospital Bonds to 'Ba2'
STADACONA GENERAL: Chapter 15 Case Summary
STANDARD STEEL: Moody's Junks Corporate Family Rating From 'B3'

STATION CASINOS: Workers Form Union Organizing Committee
STILLWATER MINING: Moody's Affirms 'Caa1' Corporate Family Rating
SUNRISE SENIOR: To Hold Annual Stockholders Meeting on May 4
SUNRISE SENIOR: Maturity of Wells Fargo Facilities Extended
SWEDBANK AB: S&P Changes Outlook to Stable; Keeps 'BB' Rating

TAVERN ON THE GREEN: Committee Wants Case Converted to Chapter 7
TEFRON LTD: Posts $8.8MM Net Loss in Q3 2009; Revenues Down 45%
THE YUCCA GROUP: Case Summary & 20 Largest Unsecured Creditors
THREE AMIGOS: Voluntary Chapter 11 Case Summary
TISHMAN SPEYER: Appaloosa Challenges CW Capital Foreclosure

TRIDENT RESOURCES: Financing to Be Tested at June 7 Auction
TRUMP ENTERTAINMENT: Contested Confirmation Hearing Begins
TSG INCORPORATED: U.S. Trustee Wants Conversion or Dismissal
UAL CORP: Open to Merger with Another Carrier, CFO Says
US AIRWAYS: Open to Merger with Another Carrier, CFO Says

US AIRWAYS: Reports January Traffic Results
US AIRWAYS: Disappointed with DOT Order on Cut in Slots
WAIGHTSTILL MOUNTAIN: Court Dismisses Reorganization Case
WEST VALLEY REAL ESTATE: Voluntary Chapter 11 Case Summary
WHITE BIRCH PAPER: Chapter 15 Case Summary

WORLDSPACE INC: Hearing on March 5 on DIP Loans Extension
W.R. GRACE: Wants to Contribute $9.9-Mil. to Pension Plan
W.R. GRACE: Gets Nod to Reduce Art Revolving Credit to $15MM
W.R. GRACE: Court OKs Protocol for Addressing Employee Claims
YRC WORLDWIDE: Fitch Assigns 'C/RR6' Rating on Senior Notes

* Charles Mills Joins Houlihan Lokey as a Managing Director
* Distressed Asset Veterans Launch Halsey Lane Holdings

* MoFo Snags Paul Hastings Bankruptcy Pro
* NERA Appoints New Practice Chairs
* NHB Advisors Relocates New York York Office

* BOOK REVIEW: Megamergers - Corporate America's Billion-Dollar
               Takeovers

                            *********

1600 TRADING: Wants PlainsCapital to Return Inventory
-----------------------------------------------------
1600 Trading Co., LP, has asked the Hon. Brenda T. Rhoades of the
U.S. Bankruptcy Court for the Eastern District of Texas to compel
secured creditor PlainsCapital Bank to turn over the Debtor's
inventory.

According to the Debtor, while PlainsCapital had taken control of
the Debtor's inventory prior to the Petition Date, it had not
foreclosed upon its security interest in the inventory.

The Debtor says that it would show that the inventory has
substantial value over and above the amount of the PlainsCapital
debt.  Eric Liepins, Esq., at Eric A. Liepins, P.C., the attorney
for the Debtor, says that the Debtor has an appraisal of the
inventory showing a current cost value $10,954,000.  The Debtor
claims that the current indebtedness to PlainsCapital is
approximately $4,500,000.

The Debtor had asked PlainsCapital to turn over the inventory, but
PlainsCapital refused to do so.  The Debtor says that it would
show that inventory in the control of PlainsCapital has
disappeared and the Debtor has not received creditor for the
inventory.

The Debtor has also made demand upon Southwest to turn over the
funds.  The Debtor would show that the funds are property of the
estate which the Debtor can use in this reorganization.

The Debtor has also sought the Court's permission to approve a
sales agreement with Interavia to sell the inventory on behalf of
the Debtor.  Mr. Liepins says that if the Debtor is allowed to
sell its inventory, the Debtor will be able to obtain a much
greater price for the inventory which will in turn allow the
Debtor to repay all its creditors, including that of
PlainsCapital.

                Motion for Emergency Hearing Denied

The Debtor has asked the Court for an emergency hearing on its
request for inventory turnover and sale.  At the behest of
PlainsCapital, the Court denied the Debtor's motion.

PlainsCapital claims that the Debtor voluntarily agreed to permit
PlainsCapital to take possession of its collateral and that the
Consignment Agreement for the sale of the inventory is practically
irrelevant until the Debtor is actually in possession of property
capable of being consigned.

PlainsCapital further says that the Debtor ceased operations in
the summer of 2009, and that shortly thereafter, it abandoned the
premises in which the inventory was located.  "When another
lender, Landmark Bank, foreclosed upon the real property where the
inventory was located, it notified PlainsCapital and gave it 30 to
remove the inventory from the premises," PlainsCapital states.

PlainsCapital claims that pursuant to a letter agreement dated
September 16, 2009, the Debtor specifically authorized
PlainsCapital to take physical possession of all of Debtor's
tangible personal property.  "As this particular collateral --
consisting largely of aircraft parts -- can only be held by
an FAA-certified entity, PlainsCapital subsequently retained NTE
Aviation, Ltd., to take possession of and store the inventory,"
PlainsCapital states.

According to PlainsCapital, the Debtor has not updated the
inventory records since January 2009.

PlainsCapital says that following the expiration of the Debtor's
insurance, PlainsCapital made a protective advance on the Debtor's
existing line of credit (with the Debtor's agreement) to cover the
cost to insure the property and that PlainsCapital is itself
incurring the costs relating to the storage.

In January 2010, PlainsCapital posted the inventory for
foreclosure.  The foreclosure was scheduled to occur on
February 16, 2010, at 10:00 am.  With full knowledge of the
impending foreclosure and with the intent to disrupt the pending
foreclosure, the Debtor filed for Chapter 11 bankruptcy
protection, PlainsCapital states.

PlainsCapital is represented by Gardere Wynne Sewell LLP.

                       About 1600 Trading

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


ACCREDITED HOME: Has Settlement Offer from Lone Star
----------------------------------------------------
Accredited Home Lenders Holding Co. is seeking a one month
extension, until March 31, of its exclusive period to propose a
Chapter 11 plan and through July 1, of its exclusive period to
propose a plan.

The Debtors said that in mid-December 2009, they circulated a
proposed liquidating plan to the Official Committee of Unsecured
Creditors and other major constituents.  The Debtors added that
they are negotiating towards confirming a consensual plan.

The Debtors also note that there are several complicated legal
issues that need to be resolved with regarding this plan.  The
major unresolved issue in this case, which has been the major
cause of delay in the plan process, is the disposition of the
estates' potential claims against their parent corporation and its
affiliates.

After evaluating potential claims and lengthy negotiations, the
Debtors have obtained a proposal from Lone Star to resolve any
issues between the Debtors estates and Lone Star which resolution
includes the resolution of claims by all Lone Star entities and
the payment of a significant sum of money to the estates.

The Debtors hope to continue negotiations with Lone Star and the
Committee and obtain a solution that satisfies all parties. The
Debtors believe that creditors will benefit from a confirmed
consensual liquidating plan, which includes a resolution of the
remaining issues between the Debtors and Lone Star.

The hearing for a fifth extension is on the court's calendar for
March 11.

                     About Accredited Home

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

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

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


AIRTRAN AIRWAYS: Reveals Leadership Promotions
----------------------------------------------
AirTran Airways, a subsidiary of AirTran Holdings, Inc., unveiled
leadership promotions and reported changes in the areas of
operations and customer service:

     (A) Klaus Goersch -- Executive Vice President, Operations and
         Customer Service

         Mr. Goersch, 44, in this new role of executive vice
         president, operations and customer service, will continue
         to lead the airline's flight operations, maintenance and
         engineering, and system operations control, and will
         assume new responsibilities for oversight of airport
         customer service, inflight service, reservations and
         customer relations.  In this new role, Mr. Goersch will
         report to Robert L. Fornaro, chairman, president and
         chief executive officer.  Mr. Goersch joined AirTran
         Airways in 1996 as Director of Safety and has held a
         series of progressively more responsible flying and
         leadership positions over the past 14 years.

     (B) Jack Smith -- Senior Vice President, Customer Service

         Mr. Smith, 58, in his role as senior vice president,
         customer service, will continue to lead the airport
         customer service and inflight service group and increases
         his role with the company by assuming new
         responsibilities for the oversight of reservations sales
         and customer relations -- adding more than 800 Crew
         Members in three Georgia call centers to his group.  With
         these changes, Mr. Smith has responsibility for all
         aspects of customer service from making a reservation to
         retrieving a bag.  Mr. Smith joined AirTran Airways eight
         years ago and will report to Mr. Goersch.

     (C) Rocky Wiggins -- Senior Vice President, Information
         Service and Chief Information Officer

         Mr. Wiggins, 51, serves as senior vice president,
         information services and chief information officer,
         assumes new responsibilities for process improvement to
         better enable the airline to meld both process
         improvement and automation together to improve our
         product and services to all customers.  Mr. Wiggins will
         continue to report to Mr. Fornaro.

     (D) Stephen Kolski -- Executive Vice President, Corporate
         Affairs

         Mr. Kolski, 69, previously executive vice president for
         operations and corporate affairs will now serve as
         executive vice president, corporate affairs.  He will
         report to Mr. Fornaro, and will focus on various areas
         including: regulatory compliance, labor negotiations and
         Atlanta airport lease negotiations.  Mr. Kolski joined
         AirTran Airways 11 years ago.

"These changes enhance the company's overall focus and
coordination to better serve our customers," said Mr. Fornaro.
"We have an exceptional leadership team at AirTran Airways, and we
are proud of the contributions Klaus, Jack, Rocky and Steve have
made and will continue to make at the airline.  T[he] announcement
aligns the interests of the airline with our customers as we
strive to build an even better airline going forward."

The changes are effective immediately.

                           *     *     *

In a Form 8-K filing, AirTran said in connection with Klaus
Goersch's new position as Executive Vice President of Customer
Service and Operations for AirTran Airways, his base salary
payable under his existing executive benefits agreement was
increased to $340,000, effective as of February 18, 2010.  In
connection with Mr. Goersch's promotion, management has agreed to
recommend to the Compensation Committee, at their next meeting,
that Mr. Goersch be granted 30,000 shares of restricted stock to
vest in thirds on February 6, 2011, 2012, and 2013, respectively.

                           About AirTran

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

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

                          *     *     *

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

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

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


AMERICAN GENERAL: S&P Downgrades Ratings to 'B/C' From 'BB+/B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it has downgraded its
ratings on American General Finance Corp. to 'B/C' from 'BB+/B'.
The outlook is negative.

"The downgrade reflects AGFC's declining financial flexibility as
it uses its more of its assets, through sales or on-balance-sheet
securitizations, to generate liquidity to meet its debt
maturities," said Standard & Poor's credit analyst Adom
Rosengarten.  "The company sold or securitized just under
$4 billion of its highest quality assets in 2009.  S&P expects
that AGFC will continue to use this way to generate enough
liquidity over the next few quarters to meet its 2010 debt
maturities.  However, S&P believes this continued sale of assets
will weaken the company's financial flexibility going forward.
Furthermore, S&P expects AGFC's profitability to remain strained
for at least the next year.  While AGFC's originated assets
continue to perform better than most of the subprime sector, S&P
expects provisioning for nonperforming assets to continue to be a
drag on earnings through 2010."

Finally, the rating now includes less uplift for support from
American International Group Inc., its parent company.  AIG
continues to state its support for AGFC, but, S&P thinks this
support has its limits.  At some point, S&P expects AIG will sell
AGFC -- the final owner of the company may not have the same
resources available to provide support to AGFC over the long term.
The rating has historically included substantial uplift because of
its ownership by AIG.

"The negative outlook reflects the uncertainty related to AGFC's
future ownership, and S&P's expectation that earnings at the
company will continue to be strained over the next year.
Depending on the circumstances of any disposition of AGFC by AIG -
- and AGFC's own financial standing at that time -- S&P could
lower the ratings," Mr. Rosengarten added.


ASARCO LLC: Baker Botts Seeks $22.67-Mil. Discretionary Fees
------------------------------------------------------------
In separate filings, six bankruptcy professionals ask Judge
Schmidt to allow them a discretionary fee or award fee
enhancement as administrative expenses in connection with
services they rendered in Asarco LLC's bankruptcy cases.

                                              Sought
  Professional                              Enhancement
  ------------                              -----------
  Baker Botts L.L.P.                        $22,667,704
  Barclays Capital Inc.                       9,202,500
  Stutzman, Bromberg, Esserman & Plifka       4,829,318
  Jordan, Hyden, Womble, Culbreth             1,401,861
  Futures Claim Rep. Robert C. Pate             360,569
  Oppenheimer, Blend, Harrison & Tate Inc.    2,546,932

Baker Botts and Jordan Hyden served as the Debtors' counsel until
the effective date of the Confirmed Chapter 11 Plan.  Barclays
Capital serves as the Debtors' financial advisor and investment
banker.

Robert C. Pate is the Future Claims Representative, and his
counsel is Oppenheimer Blend.  Stutzman Bromberg serves as the
Official Committee of Asbestos Claimants' counsel.

The Bankruptcy Professionals previously filed with the Court
preliminary fee enhancement applications without disclosing the
amount of their sought enhancement.  They contend that the
Debtors' Chapter 11 cases were a resounding success because of
the hard work of the Debtors' professionals.  Hence, the
Bankruptcy Professionals assert they are entitled to receive fee
enhancement.

"The extraordinary result [in the Debtors' reorganization cases]
is a testament to the Debtors and to the Debtors' professionals,
particularly Barclays Capital," says Janet M. Weiss, Esq., at
Gibson, Dunn & Crutcher LLP, in New York.  "Their services early
in the Chapter 11 Cases allowed the Debtors to continue
operations, while Barclays Capital's design and implementation of
multiple auction processes ultimately led to the success of these
cases," she continues.  Ms. Weiss represents Barclays Capital.

                         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: Professionals Charge $220 Million in Fees
-----------------------------------------------------
Numerous professionals employed and retained in the bankruptcy
cases of ASARCO LLC and its debtor affiliates filed final
applications for fees aggregating approximately $220,000,000 and
expenses aggregating $12,500,000 for services they have rendered
in the proceedings.

The Professionals and their requests fees and expenses are:

                             Fee        Requested     Requested
Professional               Period          Fees       Expenses
------------             ----------   -------------  -----------
Baker Botts L.L.P.       08/09/05 to   $113,338,522   $6,065,598
                         12/08/09

Stutzman, Bromberg,      04/11/05 to    19,317,274      905,433
Esserman & Plifka        01/31/10

Reed Smith LLP           09/02/05 to     16,842,375      839,198
                         01/31/10

Barclays Capital Inc.    08/30/05 to     12,441,774    1,200,421
                         12/09/09

Oppenheimer, Blend,      04/11/05 to     10,187,728      647,076
Harrison & Tate Inc.     12/09/09

Jordan, Hyden, Womble,   08/12/05 to      7,009,305      357,100
Culbreth & Holzer, P.C.  12/09/09

FTI Consulting Inc.      09/08/05 to      6,482,123      150,656
                         12/09/09

Alvarez & Marsal         04/03/06 to      4,741,371      639,380
North America, LLC       11/30/07

Charter Oak Financial    06/08/07 to      3,404,929       67,696
Consultants, LLC         12/09/09

Bates White, LLC         01/25/07 to      2,750,473       27,264
                         12/09/09

Legal Analysis           03/10/06 to      1,720,120       13,034
Systems, Inc.            12/09/09

AlixPartners, LLC        11/01/07 to      1,626,387       95,359
                         12/09/09

Robert C. Pate, FCR      04/11/05 to      1,442,277       73,680
                         12/09/09

Patton Boggs LLP         03/01/06 to      1,276,236       90,248
                         12/09/09

Quarles & Brady LLP      08/09/05 to      1,228,355       82,687
                         12/09/09

Grant Thornton LLP       06/11/07 to      1,111,496      109,286
                         12/17/09

Porzio Bromberg &        07/01/07 to        560,584       15,738
Newman, P.C.             01/06/10

Hamilton Rabinovitz      09/30/05 to        539,796        3,436
& Associates, Inc.       11/30/09

Anderson Kill &          11/01/09 to        511,605       77,570
Olick L.L.P.             01/31/10

The Claro Group LLC            --          427,500           --

David P. Anderson        04/11/05 to       422,431        2,373
                         11/30/09

Fennemore Craig, P.C.    10/01/09 to        231,383       14,687
                         12/09/09

Porter & Hedges LLP      01/01/09 to        176,308        8,166
                         12/08/09

Fulbright & Jaworski     06/01/09 to        165,982       13,687
L.L.P.                   12/09/09

Klee, Tuchin,            10/01/08 to        158,801        3,106
Bogdanoff & Stern LLP    08/31/09

LECG, LLC                12/01/08 to        140,460       10,812
                         05/31/09

Michael D. Warner        04/11/08 to        110,685        5,129
                         07/31/08

Keegan, Linscott &       11/01/08 to        108,715          178
Kenan, PC                11/30/08

Sitrick and Company      10/11/07 to         94,321       16,358
Inc.                     12/09/09

Warner Stevens LLP       05/16/08 to         76,667        3,329
                         07/31/08

L Tersigni                     --            63,037           --
Consulting, P.C.

Jennings Strouss &       10/05/09 to         28,800           --
Salmon, P.L.C.           12/09/09

Marten Law Group         04/01/07 to         18,342           --
PLLC                     02/05/10

The Law Offices of       12/05/07 to          8,989           75
Dean Baker               12/09/09

Filardi Law Offices      11/01/08 to          5,632          155
LLC                      02/19/09

Under the Final Fee Procedures, deadline for filing Final Fee
Applications was February 8, 2010.  Written objections to the
Applications are due no later than March 10.

Baker Botts and Jordan Hyden served as the Debtors' counsel until
the effective date of the Confirmed Plan.  Patton Boggs,
Fennemore, Marten Law and Porzio Bromberg served as special
counsel to the Debtors, while Quarles & Brady served as the
Debtors' special litigation counsel for labor and employment
issues.  Anderson Kill is ASARCO's lead insurance counsel.
Filardi was employed by the Debtors to serve as local counsel in
the Tersigni case.  Porter & Hedges served as the Independent
Directors' independent counsel.

The other retained professionals of the Debtors are Barclays
Capital as financial advisor and investment banker, Grant
Thornton as auditors, AlixPartners as balloting agent, Klee
Tuchin as valuation consultant, The Claro Group as consultant,
LECG as environmental consultants, Michael D. Warner as examiner
and Warner Stevens as his counsel, Keegan Linscott as accountant,
Sitrick as strategic communications consultant, and Alvarez &
Marsal, as special purpose testifying experts to Baker Botts.
Hamilton Rabinovitz provided consulting services to the Debtors
in relation to asbestos and silica personal injury claims.

Reed Smith LLP serves as counsel to the Official Committee of
Unsecured Creditors.  Other professionals retained by the
Creditors Committee are FTI as financial advisors, Bates White as
consultant on asbestos and silica-related matters, and Fulbright
& Jaworski as special local counsel.

Robert C. Pate is the Future Claims Representative, and his
counsel is Oppenheimer Blend.

Stutzman Bromberg serves as the Official Committee of Asbestos
Claimants' counsel, while Dean Baker serves as the Asbestos
Committee's local Connecticut counsel.  Other professionals
retained by the Asbestos Committee are Charter Oak as financial
advisors, Legal Analysis Systems as asbestos claims estimation
consultant, David P. Anderson as its insurance advisor, Tersigni
as financial advisor, and Jennings Strouss as special counsel.

                  Union and Roberts Stipulate

In September 2007, ASARCO LLC asked the Court to amend the
procedures for reimbursement of professional fees and expenses to
increase the $500,000 cap of certain professional fees and
expenses of the Union up to $1.5 million.  The request remains
pending.


By this stipulation, Plan Administrator Mark A. Roberts and the
United Steel, Paper and Forestry, Rubber, Manufacturing, Energy,
Allied Industrial and Service Workers International Union, AFL-
CIO agree that the USW and its professionals will have 15 days
following the determination of the Motion to Amend to file Final
Fee Applications.  Other deadlines and hearing dates on any
objections to the USW Final Fee Applications will be subject to
further Court order.

Judge Schmidt approved the parties' stipulation.

                       Navigant's Notice

Pursuant to the Court's order authorizing the Debtors to retain
experts in connection with fraudulent transfer litigation,
Navigant Consulting, Inc., notified Judge Schmidt and parties-in-
interest that it incurred:

  (a) $8,866,927 in fees and $938,944 in expenses in the
      proceeding ASARCO LLC vs. Americas Mining Corporation,
      pending in the United States District Court for the
      Southern District of Texas;

  (b) $122,352 in fees and $1,405 in expenses in the adversary
      case ASARCO Master, Inc., and ASARCO LLC vs. Montana
      Resources, Inc., pending in the Bankruptcy Court; and

  (c) $740,612 in fees and $1,662 in expenses in the adversary
      case ASARCO LLC vs. Augusta Resources (Arizona) et al.,
      pending in the Bankruptcy Court.

Navigant reported that all those fees and expenses have been
paid.

                          *     *    *

In separate filings, Judge Schmidt approved these fees and
expenses:

Professional               Period       Total Fees     Expenses
------------             --------       ----------     --------
The Claro Group LLC            --         $427,500           --

Michael D. Warner        04/11/08 -        110,685       $5,129
                         07/31/08

Warner Stevens LLP       05/16/08 -         76,667        3,329
                         07/31/08

Filardi Law Offices LLC  11/01/08 -          5,632          155
                         02/19/09

Klee, Tuchin,            10/01/08 -        158,801        3,106
Bogdanoff & Stern LLP    08/31/09

The Court allowed the fees and expenses of (i) Claro Group on
January 12, 2007, (ii) Mr. Warner and Warner Stevens on
October 6, 2008, (iii) Filardi Law on March 16, 2009, and (iv)
Klee Tuchin on September 28, 2009.

Judge Schmidt approved the Final Fee Applications of (i) Hamilton
Rabinovitz on December 30, 2009, and (ii) Porzio Bromberg and
Porter & Hedges on February 1, 2010.  Judge Schmidt, however,
vacated the orders on February 4, 2010, holding that those orders
were entered prematurely.  The subject Applications are
reinstated.

Judge Schmidt will commence a hearing on June 1, 2010, to
consider Quarles & Brady LLP's and FTI Consulting Inc.'s Final
Fee Applications.

                         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: Stutzman Bromberg Files for Enhancement of Fees
-----------------------------------------------------------
The Official Committee of Asbestos Claimants in Asarco LLC's cases
seeks the Court's authority to file under seal the application of
Stutzman, Bromberg, Esserman & Plifka for an order granting
enhancement of the firm's fees.

The Asbestos Committee contends that the Stutzman Application
contains confidential and privileged information obtained from
documents produced by the Debtors and others under
confidentiality and non-waiver of privilege agreements.

As per the minutes of a February 3, 2010 hearing, Judge Schmidt
made a detailed ruling on the record and directed the parties to
upload a detailed order as to the request.

                         About ASARCO LLC

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

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

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

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


ASARCO LLC: Wants to Compel Meritain to Produce Data
----------------------------------------------------
ASARCO LLC and Meritain Health, formerly known as North American
Administrators, Inc., were parties to an agreement under which
Meritain provided third-party administrator services relating to
ASARCO' s employee welfare benefit plans.  The Services Agreement
requires Meritain to turn over to ASARCO all information and
other data acquired upon the termination of the Agreement.

The Meritain Agreement has terminated.  Therefore, ASARCO has
engaged a New Third-Party Administrator to provide similar
services and has, pursuant to the terms of the Meritain
Agreement, requested that Meritain produce all information and
data it has in its possession.  However, Meritain has refused to
cooperate with ASARCO to date, Gerald L. Shelley, Esq., at
Fennemore Craig, P.C., in Phoenix, Arizona, tells the Court.

By this motion, ASARCO asks the Court to compel Meritain to
produce ASARCO's property.

ASARCO has sought and obtained the Court's nod to consider its
request on an expedited basis.  Accordingly, the hearing to
consider the request will be on February 23, 2010, with
objections due no later than February 19.

Mr. Shelley contends that Meritain's failure to produce ASARCO's
claims data, is hindering the New Third-Party Administrator from
processing employee claims.  He discloses that after ASARCO's
counsel asked in a letter for the release of the data, counsel
for Meritain disputed ASARCO's position on the termination of the
Meritain Agreement and enclosed "a copy of the claims data which
ASARCO presumably requires to transition to a new third-party
administrator."  However, he argues, Meritain only provided hard
copies of retiree health care claims, and a CD of scanned claim
forms for active claims, and failed to provide all of the claims
data in its possession, including the data specifically
identified in the ASARCO Letter.

Contrary to the express terms of the Meritain Agreement, Meritain
also took the position that ASARCO must pay it for additional
data, according to Mr. Shelley.  He notes that Meritain asserted
that "to the extent ASARCO wants Meritain to provide additional
information such as accumulator data, please identify it
specifically and Meritain will provide a quote to prepare it for
ASARCO."

Meritain should be compelled to produce all of ASARCO's claims
data, as required under the Meritain Agreement, Mr. Shelley
argues.

He points out that Meritain has stopped processing claims for
ASARCO and is seeking damages in an application for
administrative claim against the bankruptcy estates.  "It is
holding ASARCO's claims data hostage, seeking payment for what it
is required to do under the terms of the Agreement."

Meritain's failure to provide the data, Mr. Shelley insists, is
preventing ASARCO from operating its business pursuant to the
Court's order confirming the Plan of Reorganization, hence,
injuring ASARCO in these ways:

  (a) Preventing ASARCO and the New Third-Party Administrator
      from properly determining lifetime coverage maximums,
      which may result in overpayment of claims that should have
      been denied;

  (b) Preventing ASARCO from being able to determine when
      continuing claims reach ASARCO's stop loss coverage
      limit, which may result in failure to make a claim under
      its stop loss insurance coverage; and

  (c) Delaying or preventing the determination and
      administration of claims and appeals submitted to Meritain
      and not completely resolved yet, which may expose ASARCO
      to ERISA litigation, investigations, penalties and
      complaints.

                         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)


AVENTINE RENEWABLE: Posts $46.3 Million Net Loss in 2009
--------------------------------------------------------
Aventine Renewable Energy Holdings, Inc., reported a net loss of
$46.3 million, or $1.08 per diluted share in 2009, as compared to
a net loss of $47.1 million, or $1.12 per diluted share, in 2008.
The 2009 net loss was significantly increased by $32.4 million in
reorganization items resulting from the Company's Chapter 11
bankruptcy filing.

Revenue in 2009 decreased to $594.6 million as compared to
$2.2 billion in 2008.

Gallons of ethanol sold in 2009 decreased to 277.5 million from
936.0 million in 2008.  With severely declining gross profit
margins and general liquidity stress due to frozen credit markets,
the Company negotiated termination agreements with its marketing
alliance partners and began to rationalize its distribution
network to primarily focus on sales of its equity production
beginning in the fourth quarter of 2008.  The Company completed
the termination of its marketing alliance and scaled back its
purchase/resale program during the first quarter of 2009.  The
average gross selling price of ethanol in 2009 decreased to $1.75
per gallon, from the $2.22 received in 2008.  Ethanol production
for 2009 totaled 197.5 million gallons, a slight increase from
188.8 million gallons in 2008.  Gross profit for 2009 decreased
slightly to $8.7 million from $9.0 million in 2008.  Negative
gross margin through the third quarter of 2009 was offset by a
positive gross margin of $22.2 million in the fourth quarter.

In 2009, the Company recognized income from the termination of
marketing agreements with alliance partners totaling
$10.2 million.  The 2008 net loss was increased as a result of
$33.2 million in nonrecurring losses comprised of $31.6 million
related to the sale of its portfolio of auction rate securities
and a $1.6 million impairment loss pertaining to the development
costs of a second dry mill ethanol plant on the Pekin site.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed $713.7 million in total assets, $446.1 million in total
liabilities, and $267.5 million in total stockholders' equity.

A full-text copy of the Company's 2009 annual report is available
at no charge at http://researcharchives.com/t/s?554b

                Court Confirms First Amended Plan

On April 7, 2009, Aventine Renewable Energy Holdings, Inc., and
all of its direct and indirect subsidiaries filed voluntary
petitions for relief under Chapter 11 of the U.S. Bankruptcy Code
with the United States Bankruptcy Court for the District of
Delaware.

On December 4, 2009, the Debtors filed a Joint Plan of
Reorganization dated as of December 4, 2009, and a Disclosure
Statement explaining the Plan.  On January 13, 2010, the Debtors
filed a First Amended Joint Plan of Reorganization and Disclosure
Statement.  A hearing has been scheduled by the Bankruptcy Court
for February 24, 2010, to consider confirmation of the Plan.

The Plan includes a backstop lending agreement in connection with
the issuance of senior secured notes in the face amount of
$105 million.

On February 24, 2010, Judge Kevin Gross confirmed the First
Amended Joint Plan of Reorganization of the Debtors.

A copy of the confirmation order is available for free at:

       http://bankrupt.com/misc/aventine.confirmationorder.pdf

                     About Aventine Renewable

Pekin, Illinois-based Aventine Renewable Energy Holdings, Inc.
(Pink Sheets: AVRN) -- http://www.aventinerei.com/-- is a
producer and marketer of fuel-grade ethanol to many of the leading
energy and trading companies in the United States.  In addition to
ethanol, Aventine also produces distillers grains, corn gluten
meal and feed, corn germ and brewers' yeast.

The Company and its affiliates filed for Chapter 11 on April 7,
2009 (Bankr. D. Del. Lead Case No. 09-11214).  Joel A. Waite,
Esq., and Ryan M. Bartley, Esq., at Young, Conaway, Stargatt &
Taylor, serves as bankruptcy counsel to the Debtors.  Davis Polk
& Wardwell is special tax counsel and Houlihan, Lokey, Howard &
Zukin, Inc., is the financial advisor.  Garden City Group, Inc.,
has been engaged as claims agent.  Donald J. Detweiler, Esq., at
Greenberg Traurig, LLP, serves as counsel to the official
committee of unsecured creditors.  When it filed for bankruptcy
protection from its creditors, Aventine Renewable listed between
$100 million and $500 million each in assets and debts.


BANK OF AMERICA: Shareholders OK TARP Repayment Plan
----------------------------------------------------
Shareholders of Bank of America during a special meeting on
February 23, 2010, approved a proposal to increase the number of
authorized common shares to 11.3 billion from 10 billion.

Approximately 80% of the company's shares voted on the proposal,
with more than 76% voting in favor of the proposal.

The approval means the common equivalent securities issued in
December as part of the repayment of the U.S. government's
investment in the company through the Troubled Asset Relief
Program automatically would convert into 1.286 billion shares of
common stock at 9:30 a.m. EST on Wednesday, February 24, 2010, and
holders of the common equivalent securities will become holders of
common stock on a one-for-one basis.  At the same time, the
related contingent warrants will expire without having become
exercisable, and the common equivalent securities will cease to
exist.

According to The Associated Press, the special shareholder meeting
was called after BofA in December repaid $45 billion in loans it
received during the credit crisis under the TARP.  BofA said it
funded the repayment through a combination of cash on hand and the
sale of $19.29 billion of what are called common equivalent
securities that would convert into common stock.

AP says while the meeting was relatively calm, there were some
outbursts from the audience.  "You are running this bank into the
ground," yelled one shareholder, according to AP.

AP notes that when the floor was opened for discussion, others
quietly voiced their opposition.  Some expressed concerns that the
issuance of new shares would dilute, or lessen, the value of their
holdings.

AP also relates BofA CEO Brian Moynihan said that at the time of
the common equivalent securities offering in December, BofA did
not have enough reserve shares to complete a typical common stock
sale.  "It caused dilution that the bank really didn't want, but
in the context of paying back the government, it was important,"
Mr. Moynihan said, according to AP.  "The decision was very
critical for our company to complete and to run this company
moving forward."

BofA's annual meeting of shareholders is expected to take place in
April.

Trading of the common equivalent securities on the New York Stock
Exchange was to be suspended before the market opens February 24,
2010.

                        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.


BEAR ISLAND PAPER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Bear Island Paper Company, L.L.C.
        10026 Old Ridge Road
        Ashland, VA 23005

Bankruptcy Case No.: 10-31202

Chapter 11 Petition Date: February 24, 2010

Court: United States Bankruptcy Court
       Eastern District of Virginia (Richmond)

Judge: Chief Judge Douglas O. Tice Jr.

Debtors' Counsel: Jonathan L. Hauser, Esq.
                  Troutman Sanders LLP
                  222 Central Park Avenue, Suite 2000
                  P.O. Box 61185
                  Virginia Beach, VA 23466-1185
                  Tel: (757) 687-7768
                  Email: jonathan.hauser@troutmansanders.com

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

Estimated Debts: $500,000,001 to $1,000,000,000

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/vaeb10-31202.pdf

Debtor's List of 20 Largest Unsecured Creditors:

   Entity                  Nature of Claim        Claim Amount
   ------                  ---------------        ------------
Rappahannock Electric      Trade Debt             $3,879,353
Cooperative

Voith Fabrics              Trade Debt             $273,001

NALCO CO                   Trade Debt             $213,843

Voith Paper Fabric &       Trade Debt             $198,308
Roll System

Cascades Sonoco, Inc.      Trade Debt             $169,128

SP Recycling Corp.         Trade Debt             $167,667
-Prince William Division

Crossglobe Transport Ltd.  Trade Debt             $157,410

C.H. Robinson Worldwide,   Trade Debt             $137,927
Inc.

Chemtrade Performance      Trade Debt             $127,002
Chemicals LLC

CANUSA Hershman Recycling, Trade Debt             $124,879
LLC

SP Recycling Corp.-        Trade Debt             $113,377
Richmond Div.

Recycle America/           Trade Debt             $106,571
Alliance, LLC

Brenntag Southeast, Inc.   Trade Debt             $104,415

Hanover County Public      Trade Debt             $99,429
Utilites-Water

Falling Creek Log &        Trade Debt             $71,348
& Lumber Company

Metso Paper USA            Trade Debt             $55,357

International Paper        Trade Debt             $52,893

Fleming Southern           Trade Debt             $49,004

FCR/BMR, LLC               Trade Debt             $48,029

Baden Tax Management, LLC  Trade Debt             $43,145


The petition was signed by Edward D. Sherrick, the company's
senior vice president and chief financial officer.


BIOSCRIP INC: Moody's Assigns 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
BioScrip, Inc.  At the same time, Moody's assigned a B3 senior
unsecured note rating, Ba3 secured bank facility ratings and an
SGL-2 speculative grade liquidity rating.  This is the first time
Moody's has rated BioScrip.  The rating outlook is stable.

Proceeds from this transaction will be used to acquire Critical
Homecare Solutions Holdings, primarily a home infusion provider,
for about $340 million in stock and cash as well as pay down CHS's
existing debt.  Benefiting liquidity, proceeds will also be used
to repay BioScrip's revolver borrowings and provide additional
cash cushion for working capital needs.

The B2 CFR reflects BioScrip's relatively small size as a provider
of specialty pharmacy services -- competing against large players
such as Accredo (Medco), CuraScript (Express Scripts) and
CVS/Caremark.  The acquisition of CHS will provide BioScrip with
greater scale in a highly fragmented home infusion business along
with the potential for some synergies.  In addition, CHS gives
management the opportunity to cross-contract with more managed
care plans on a direct basis for its specialty pharmacy services.

In addition to its small size in specialty pharmacy services, the
B2 rating reflects relatively high leverage and minimal free cash
flow relative to debt.  Although the company should benefit from
some synergies and is expected to focus on integrating CHS over
the near term, Moody's believe that BioScrip is likely to continue
to seek scale through acquisitions, particularly in the higher
margin home infusion business.

The SGL-2 rating incorporates the expectation that BioScrip will
be able to maintain good liquidity, supported by close to
breakeven free cash flow, available cash balances and a
substantially untapped revolver.

The stable outlook reflects Moody's view that BioScrip should be
able to achieve positive free cash flow as it achieves synergies
and successfully integrates CHS.  The outlook does not contemplate
additional acquisitions over the near term.

Ratings assigned:

BioScrip Inc.

  -- Corporate Family Rating at B2
  -- PDR at B2
  -- $100 million secured term loan at Ba3, LGD2, 28%
  -- $50 million secured revolver at Ba3, LGD2, 28%
  -- $225 million senior unsecured notes at B3, LGD5, 76%
  -- Speculative grade liquidity rating of SGL-2

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

BioScrip, Inc., headquartered in Elmsford, New York, is an
independent provider of specialty and traditional pharmacy
services, focused on serving patients with chronic diseases.


BLOCKBUSTER INC: To Shut 500 U.S. Stores, Restructure Debt
----------------------------------------------------------
Blockbuster Inc. said it will close at least 500 U.S. movie-rental
stores and is exploring ways to restructure debt.

In a statement explaining its fourth quarter and full year 2009
results, Blockbuster said that it 2009 it closed 374 domestic
company-owned stores, including 140 stores in the fourth quarter.

For 2010, Blockbuster expects to close a range of 500 to 545
underperforming domestic company-owned stores.

Blockbuster closed 253 domestic company-owned stores in January
2010 and has identified approximately 150 domestic company-owned
stores that are expected to be closed in April 2010.  The Company
expects to close approximately 75 to 125 domestic company-owned
stores throughout the remaining portion of 2010.

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

                      About Blockbuster Inc.

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

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

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


BERNARD MADOFF: Investors Sue SIPC Directors in Claims Dispute
--------------------------------------------------------------
David Voreacos and Erik Larson at Bloomberg News report that three
investors who lost money in Bernard Madoff's Ponzi scheme filed a
fraud lawsuit against the president and directors of the
Securities Investor Protection Corp. to try to boost the amount of
reimbursements to victims.

According to the report, the complaint, filed in federal court in
Newark, New Jersey, claims that SIPC President Stephen Harbeck and
the directors are cheating victims of Madoff's fraud by failing to
reimburse investors as much as $500,000 each.

SIPC, through its trustee Irving Picard, has said investors may
claim only cash deposits minus withdrawals, not the amount
reflected in account statements that Madoff's firm sent days
before his arrest on Dec. 11, 2008.  The complaint challenges Mr.
Picard's policy and his efforts to "claw back" money from
investors who withdrew more from Madoff accounts than they put in
before the fraud came to light.

The complaint, which seeks to proceed as a group or class-action
lawsuit, was filed by New Jersey residents Lissa Canavan, Leslie
Goldsmith and Judith Kalman.

Ms. Canavan, of River Vale, seeks reimbursement of $391,920, which
she claims represents her 20% stake in Lapin Children LLC. Lapin
had a value of $1.96 million on its final Madoff account
statement, according to the complaint.  Ms. Goldsmith, of East
Brunswick, is seeking the return of $207,227.  Ms. Kalman, of
Monroe Township, is seeking $817,007 in claim.

The New Jersey case is Lissa Canavan v. Stephen Harbeck, U.S.
District Court, District of New Jersey (Newark).

                   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: SEC Charges BLMIS Director for Falsifying Records
-----------------------------------------------------------------
The Securities and Exchange Commission charged one of convicted
Ponzi schemer Bernard Madoff's key operatives with falsifying
accounting records to enable the multi-billion dollar fraud and
illegally enrich himself, Mr. Madoff, and Mr. Madoff's family and
employees.

According to the SEC's complaint, filed in U.S. District Court for
the Southern District of New York, Daniel Bonventre disguised Mr.
Madoff's fraud and the financial losses at Mr. Madoff's firm by
misusing and improperly recording investor money to create the
false appearance of legitimate income.

As Madoff's Director of Operations, Mr. Bonventre ran the back
office at Bernard L. Madoff Investment Securities LLC and oversaw
the firm's accounting and securities clearing functions for at
least 30 years.  The SEC alleges that Mr. Bonventre knew that
billions of dollars in investor funds were not being used to
purchase securities on behalf of investors.  The SEC further
alleges that Mr. Bonventre made at least $1.9 million in illicit
personal profits from the scheme through fake, backdated "trades"
in his own investor account at BMIS.

"A fraud of this magnitude requires a coordinated effort.
Bonventre played an essential part by creating bogus financial
records to give BMIS the appearance of legitimacy, when in fact
the firm lost money and could not have survived without the
fraud," said George S. Canellos, Director of the SEC's New York
Regional Office.

According to the SEC's complaint, Mr. Bonventre was responsible
for the firm's general ledger and financial statements that were
materially misstated because they did not reflect the manner in
which investor funds were maintained and used.  Mr. Bonventure
ensured that BMIS financial reports did not reflect the firm's
massive liabilities to investors or the corresponding assets
received from investors.  To hide the fact that BMIS normally
operated at a significant loss, the firm used more than $750
million in investor funds to artificially improve reported revenue
and income.

The SEC alleges that Mr. Bonventre also helped Mr. Madoff, his
lieutenant Frank DiPascali, Jr., and others orchestrate lies to
investors and regulators when investment advisory operations at
BMIS came under review.  With Mr. Bonventre's assistance, they
made serial misrepresentations to external reviewers by
manufacturing reams of false reports and data.

The SEC further alleges that Mr. Bonventre personally siphoned
$1.9 million from the scheme by directing that profits from fake,
backdated trades be put into his own investor account at BMIS. One
of these trades was backdated by 12 years.  Mr. Bonventure
instructed another fake, backdated trade in a handwritten note to
a BMIS employee that read: "Hi . . . As per our phone
conversation, I need a long term capital gain of $449000.-- on an
investment of $129000 -- for a sale proceed of $578000. -- I'll be
back in NY on March 30th but if you need to speak to me before
then, call me. . . . Thanks[,] Dan."

This is the SEC's seventh enforcement action in the Madoff fraud
since the scheme collapsed in December 2008.  The Commission
previously charged Mr. Madoff and BMIS, Mr. DiPascali, and
auditors David G. Friehling and Friehling & Horowitz CPAs, P.C.,
who have all pleaded guilty to criminal charges related to their
conduct.  The SEC also charged certain feeder funds with
committing securities fraud, and charged two computer programmers
at Mr. Madoff's firm for their roles in covering up the scheme.

The SEC's complaint specifically alleges that Mr. Bonventre
violated Section 17(a) of the Securities Act of 1933; violated and
aided and abetted violations of Section 10(b) of the Securities
Exchange Act of 1934 (Exchange Act) and Rule 10b-5 thereunder; and
aided and abetted violations of Sections 206(1), 206(2) and 206(4)
of the Investment Advisers Act of 1940 (Advisers Act) and Rule
206(4)-2 thereunder, Sections 15(c) and 17(a) of the Exchange Act
and Rules 10b-3, 17a-3, and 17a-5 thereunder, and Section 204 of
the Advisers Act and Rule 204-2 thereunder. Among other things,
the SEC's complaint seeks financial penalties and a court order
requiring Mr. Bonventre to disgorge his ill-gotten gains.

The Commission acknowledges the assistance of the U.S. Attorney's
Office for the Southern District of New York and the Federal
Bureau of Investigation, with which the Commission has coordinated
its investigation.  The SEC's investigation is continuing.

                   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.).


BI-LO LLC: Hearing on Outline to New Plan on March 16
-----------------------------------------------------
Bi-Lo LLC will seek approval on March 16 of the disclosure
statement explaining its amended plan of reorganization.

Bi-Lo amended its plan after owner Lone Star Funds negotiated a
compromise with the Official Committee of Unsecured Creditors and
term-loan lenders.  Before settlement, the Committee and the
Lenders were proponents of a competing reorganization plan.

Bill Rochelle at Bloomberg News reports that the new Bi-Lo plan is
funded by a new equity investment from Dallas-based Lone Star, a
new $200 million term loan and a new $150 million working capital
loan.  The existing term-loan lenders, owed $260 million not
including interest, are to be paid $260 million, for a 94.5%
recovery.  Unsecured creditors, owed from $73.1 million to
$173 million, will split $30 million if they vote against the plan
or $35 million if they vote for it. For accepting the plan and
taking the extra $5 million, releases will be given to insiders,
Lone Star, and former owner Royal Ahold NV.  The recovery for
unsecured creditors is estimated to range from 16.6% to 47.1%.

According to the Bloomberg report, the cornerstone of the plan is
an agreement in which Lone Star lent $130 million to Amsterdam-
based Ahold.  Using the loan and its own funds, Ahold is buying
the term loan from the existing holders.  An affiliate of Lone
Star will end up owning the company after bankruptcy.

                          About BI-LO LLC

Headquartered in Mauldin, South Carolina, BI-LO LLC operates 214
supermarkets in South Carolina, North Carolina, Georgia and
Tennessee, and employs approximately 15,500 people.

Dallas-based Lone Star Funds bought the business in 2005 from
Koninklijke Ahold NV, the Dutch supermarket operator.  Lone Star
also owns Bruno's Supermarkets LLC, a chain of 66 stores
that filed under Chapter 11 in February in Birmingham, Alabama.

BI-LO and its affiliates filed for Chapter 11 bankruptcy
protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140).
George B. Cauthen, Esq., Frank B. Knowlton, Esq., at Nelson
Mullins Riley & Scarborough, L.L.P; Josiah M. Daniel, III, Esq.,
Katherine D. Grissel, Esq., at Vinson & Elkins L.L.P. in Dallas;
and Dov Kleiner, Esq., Alexandra S. Kelly, Esq., at Vinson &
Elkins L.L.P., in New York, serve as counsel.  Kurtzman Carson
Consultants LLC serves as notice and claims agent.  BI-LO listed
between $100 million and $500 million each in assets and debts.


BOWNE & CO: R.R. Donnelley Deal Won't Affect Moody's 'B3' Rating
----------------------------------------------------------------
Moody's Investors Service said that the proposed acquisition of
Bowne & Co., Inc., by R.R. Donnelley & Sons Company's does not
impact Bowne's B1 corporate family rating or the B3 rating on its
convertible subordinated debentures at this time.  If all rated
debt is repaid upon completion of the acquisition, Moody's would
likely withdraw all ratings on Bowne.

Bowne's existing B1 corporate family rating reflects its exposure
to the capital markets cycle and market activity level, modest
EBITDA margins (further depressed by recent softness in capital
markets), the seasonality of and volatility of its cash flow, and
vulnerability to the decline in printed material.  Evidence of
management's commitment to improving its credit profile and
success in executing on cost reduction initiatives, the moderate
debt level, expectations for modestly positive free cash flow,
some recurring revenue and Bowne's leading market share support
the rating.

The last rating action for Bowne & Co., Inc., was an affirmation
of the B1 corporate family rating on August 17, 2009.

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

Bowne & Co., Inc., provides global shareholder and marketing
communications services, including capital markets communications,
preparation and filing of regulatory and shareholder documents
online and in print, and the creation and distribution of
customized communication on demand.  With headquarters in New
York, New York, Bowne maintains 50 offices around the globe and
has approximately 2,800 employees.  Annual revenue is
approximately $700 million.


BOWNE & CO: S&P Puts 'B' Corp. Rating on CreditWatch Positive
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on New York
City-based Bowne & Co. Inc., including the 'B' corporate credit
rating, on CreditWatch with positive implications.

The rating action follows the announcement by higher rated R.R.
Donnelley & Sons Co.  that it has entered into a definitive
agreement to acquire Bowne in an all-cash transaction valued at
$481 million.  The agreement has been approved by the boards of
directors of both companies, which expect the transaction to close
in the second half of 2010, pending requisite regulatory and
shareholder approvals.

"The rating on Bowne will likely remain on CreditWatch with
positive implications until the transaction closes," said Standard
& Poor's credit analyst Michael Listner.  "Subsequently, S&P
expects to withdraw the rating."


BRENTWOOD APARTMENTS: Sec. 341(a) Meeting Scheduled for March 24
----------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in Brentwood Apartments Tampa, LLC's Chapter 11 case on March 24,
2010, at 1:30 p.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.

Tampa, Florida-based Brentwood Apartments Tampa, LLC, aka
Brentwood Apartments, filed for Chapter 11 bankruptcy protection
on February 17, 2010 (Bankr. M.D. Fla. Case No. 10-03334).  Scott
A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser, assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10,000,001 to $50,000,000.

The Debtor's affiliates -- Brookside Tampa, LLC; Palma Ceia
Apartments, LLC; River Park Naples Limited Partnership; and The
RSG Family Limited Partnership-Gordon River -- filed separate
Chapter 11 petition December 15, 2009.


BRENTWOOD APARTMENTS: Wants Premium Finance Pact with Prime Rate
----------------------------------------------------------------
Brentwood Apartments Tampa, LLC, seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to enter into
premium finance agreement with Prime Rate Premium Finance
Corporation, Inc.

In the ordinary course of its business, the Debtor must maintain
various insurance policies, including general liability and
umbrella insurance.  The Debtor has received a binding commitment
for such insurance.  The total premium for the insurance is
$87,435.  The Debtor does not have sufficient funds to pay the
premium for the insurance in one installment and needs to obtain
financing for the premium.

Pursuant to the agreement, the Debtor is required to make a down
payment to Prime Rate in the amount of $21,859 and to make nine
equal monthly payments in the amount of $7,497.  The annual
percentage rate will be 6.05% and the total amount of the finance
charges under the Agreement will be $1,670.

The Debtor seeks to grant Prime Rate a lien and security interest
in any and all unearned or return premiums and dividends which may
become payable under the insurance policies identified in the
Agreement.  These insurance policies and unearned premiums or
dividends are not otherwise subject to a lien.  The liens will be
senior to the rights of the Debtor's estate and existing creditors
in this or any subsequent proceeding.

As a condition of entering into the Agreement, Prime Rate requires
that: (a) in the event of a default by the Debtor in making the
monthly payments due under the Agreement which default remains
uncured for 10 days after notice to the Debtor and an opportunity
to cure, it be authorized to terminate the Agreement without
seeking relief from the automatic stay or further order of the
Court; and (b) any sums that remain due under the Agreement after
default and exercise of Prime Rate's rights will be deemed an
administrative expense of the estate.

A copy of the Premium Finance Agreement is available for free at:

              http://ResearchArchives.com/t/s?5546

A hearing on the Debtor's request to enter into premium finance
agreement with Prime Rate will be held on February 25, 2010, at
2:30 p.m.

Tampa, Florida-based Brentwood Apartments Tampa, LLC, aka
Brentwood Apartments, filed for Chapter 11 bankruptcy protection
on February 17, 2010 (Bankr. M.D. Fla. Case No. 10-03334).  Scott
A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser, assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10,000,001 to $50,000,000.

The Debtor's affiliates -- Brookside Tampa, LLC; Palma Ceia
Apartments, LLC; River Park Naples Limited Partnership; and The
RSG Family Limited Partnership-Gordon River -- filed separate
Chapter 11 petition December 15, 2009.


BRENTWOOD APARTMENTS: Wants to Use Colonial Cash Collateral
-----------------------------------------------------------
Brentwood Apartments Tampa, LLC, seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to use the
cash collateral securing their debt to Branch Bank & Trust.

On May 15, 2007, the Debtor as borrower, entered into a promissory
note, mortgage and security agreement and assignment of rents, in
the original principal amount of $9,368,515 in favor of Colonial
Bank.  Branch Bank & Trust is the successor-in-interest to
Colonial Bank by asset acquisition from the Federal Deposit
Insurance Corp. as receiver for Colonial Bank.

Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser,
P.A., the attorney for the Debtor, explains that the Debtor needs
the money to fund its Chapter 11 case, pay suppliers and other
parties.  The Debtor will use the collateral pursuant to a weekly
budget, a copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtor proposes to
grant BB&T a replacement lien on the assets acquired after the
Petition Date.  The Debtor alleges that BB&T is also adequately
protected by virtue of an equity cushion.

                    About Brentwood Apartments

Tampa, Florida-based Brentwood Apartments Tampa, LLC, aka
Brentwood Apartments, filed for Chapter 11 bankruptcy protection
on February 17, 2010 (Bankr. M.D. Fla. Case No. 10-03334).  Scott
A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser, assists
the Company in its restructuring effort.  The Company estimated
its assets and debts at $10,000,001 to $50,000,000.

The Debtor's affiliates -- Brookside Tampa, LLC; Palma Ceia
Apartments, LLC; River Park Naples Limited Partnership; and The
RSG Family Limited Partnership-Gordon River -- filed separate
Chapter 11 petition December 15, 2009.


CABRINI MEDICAL: Receives $1.37MM Funding from Missionary Sisters
-----------------------------------------------------------------
Cabrini Medical Center is getting additional financing to fund its
Chapter 11 case.

Pursuant to a stipulation presented to the U.S. Bankruptcy Court
for the Southern District of New York, The Missionary Sisters of
the Sacred Heart has agreed to provide the Debtor with $1,375,000
in additional debtor-in-possession secured financing.

The Missionary Sisters of the Sacred Heart is a not-for-profit
corporation organized under the laws of the State of New York.

The Debtor was earlier authorized to borrow up to $5 million from
the Missionary Sisters to fund the operation of the Debtor's
business through February 28, 2010.

The Debtor will require funds to maintain and preserve the
property, well as to satisfy its other administrative expenses,
until the closing of the asset sale to SKI Realty, Inc.

The Debtor proposes to grant the DIP Lender replacement liens with
the same priority as the DIP Financing and superpriority
administrative claim.

The Debtor proposes a hearing on the new funding on March 10, at
9:30 a.m.  Objections, if any, are due on March 5, at 4:00 p.m.

Sun Life Assurance Company, the Debtor's senior secured creditor
holds two cross-collateralized, cross-defaulted mortgages
totalling $36 million on buildings of Cabrini Medial.  Prior to
providing DIP financing, the Missionary Sisters held $52 million
in subordinated, second lien debt behind Sun Life.

                   About Cabrini Medical Center

Cabrini Medical Center was an operator of an acute care voluntary
hospital on East 19th Street in Manhattan.  The facility ceased
operating as a hospital in March 2008.

The Company filed for Chapter 11 bankruptcy protection on July 9,
2009 (Bankr. S.D.N.Y. Case No. 09-14398).  Frank A. Oswald, Esq.,
at Togut, Segal & Segal LLP assists the Company in its
restructuring efforts.  The Company listed $50,000,001 to
$100,000,000 in assets and $100,000,001 to $500,000,000 in debts.


CALIFORNIA COASTAL: Seeks March 10 Extension of Exclusive Period
----------------------------------------------------------------
California Coastal Communities, Inc., and its debtor-affiliates
ask the U.S. Bankruptcy Court for the Central District of
California to extend the time within which only the Debtors
maintain the exclusive right to:

     -- file a plan of reorganization for a period of two weeks,
        through and including March 10, 2010; and

     -- solicit acceptances on any plan for a corresponding two
        week period, through and including May 9, 2010.

Joshua M. Mester, Esq., at Hennigan, Bennett & Dorman LLP in Los
Angeles, tells the Court the uncertain nature of the housing
market has compounded the difficulty of negotiating a consensual
plan of reorganization because historic economic indicators have
become relatively unreliable.

Mr. Mester says the Debtors have made great progress toward
negotiating a plan.  He says the Debtors and KeyBank have been
engaged in extensive negotiations on a restructuring of the
prepetition secured loans and a plan of reorganization.  KeyBank
is the agent under the Debtors' Senior Secured Revolving Credit
Agreement and Senior Secured Term Loan Agreement both dated
September 15, 2006.  KeyBank supports extension of the exclusive
periods to allow negotiations to be completed.

"These discussions appear to be bearing fruit as the gap between
the parties has significantly narrowed," Mr. Mester says.

According to Mr. Mester, the Debtors intended to file a plan prior
to the expiration of their exclusive periods.

Mr. Mester also relates the Debtors have made significant progress
toward reorganization.  They continue to market and sell homes in
the Brightwater project and Debtor HHI Lancaster I, LLC, sold 54
improved lots at Quartz Hill in Lancaster, California, to Richmond
American Homes of Maryland, Inc.  In addition, the Debtors have
continued to administer their bankruptcy estates, including the
filing of Statements of Financial Affairs and Schedules of Assets
and Liabilities and are in compliance with all of the United
States Trustee's requirements.  The Debtors also are current on
all of their known postpetition obligations and are very close to
the point where a viable and consensual chapter 11 plan can be
proposed.

                     About California Coastal

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.


CAPRIUS INC: Knight Equity Markets Holds 29.84% of Common Stock
---------------------------------------------------------------
Knight Equity Markets, L.P., formerly Knight Securities, L.P.,
disclosed that as of February 19, 2010, it may be deemed to
beneficially own 1,425,565 shares or roughly 29.84% of the common
stock of Caprius, Inc.

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

Caprius is in default under a Securities Purchase and Sale
Agreement, dated September 16, 2009, with Vintage Capital Group,
LLC.  Under the agreement, Vintage has advanced $2.2 million in
cash to the Company, and subject to the Company fulfilling certain
post-closing covenants and the absence of any event of default, up
to an additional $800,000 may be made available to the Company.

Vintage has said it will consider the feasibility and advisability
of various alternative courses of action with respect to its
investment in the Caprius, including increasing or disposing of
its stake, or proposing changes in the present board of directors
or management of the Company.  As of January 22, 2010, Vintage
beneficially owned 25,602,333 Shares, representing 40% of the
Shares outstanding as reported to Vintage by the Company.


CATHOLIC CHURCH: Court Signs Order Confirming Fairbanks' Plan
-------------------------------------------------------------
Judge Donald MacDonald IV of the U.S. Bankruptcy Court for the
District of Alaska signed a written order on February 17, 2010,
confirming the Catholic Bishop of Northern Alaska's Third Amended
and Restated Joint Plan of Reorganization and Disclosure
Statement.

The Official Committee of Unsecured Creditors is a proponent to
the Plan.

Judge MacDonald confirmed the Plan after finding that it satisfies
the statutory requirements under Sections 1129(a) and (b) of the
Bankruptcy Code:

A. The Plan complies with each applicable provision of the
  Bankruptcy Code as required by Section 1129(a)(1) of the
  Bankruptcy Code, including the requirements of Section 1122
  and 1123 of the Bankruptcy Code.

B. Section 1129(a)(2) is satisfied because the Diocese and the
  Creditors Committee have complied with all applicable
  provisions of the Bankruptcy Code with respect to the Plan and
  solicitation of acceptances or rejections.  In particular, the
  Plan complies with the requirements of Sections 1125 and 1126
  of the Bankruptcy Code.

  In compliance with the Disclosure Statement Order, the
  Diocese, among other things, has caused copies of the
  Disclosure Statement, the Plan, the Disclosure Statement
  Order, the Ballot and any solicitation materials from the
  Diocese and the Creditors Committee to be transmitted to the
  holders of all Claims entitled to vote to accept or reject the
  Plan.

C. The Plan has been proposed in good faith and not by any means
  forbidden by law.  The reorganization case was filed because
  the Diocese of Fairbanks sought a mechanism for compensation
  and treatment of hundreds of Tort Claims.  The Plan was
  negotiated in good faith.  The Plan is the result of extensive
  good faith, arm's-length negotiations among the Diocese, the
  Creditors Committee and the attorneys for a substantial number
  of the Tort Claimants, as evidenced by the fact that the Plan
  was a joint plan with the Creditors Committee and the
  overwhelming acceptance of the Plan by the Tort Claimants.

  In addition, the Plan's indemnification, Exculpation, Releases
  and Injunction provisions have been negotiated in good faith
  and are consistent with Sections 105, 1123(b)(6), 1129 and
  1142 of the Bankruptcy Code.  The Plan achieves a result
  consistent with the objectives and purposes of the Bankruptcy
  Code.  Accordingly, the requirements of Section 1129(a)(3) are
  satisfied.

D. No payment for services or costs and expenses in or in
  connection with the bankruptcy case, or in connection with the
  Plan and incident to the case, has been or will be made by
  CBNA other than payments that have been or will be authorized
  by order of the Court.  All payments for fees and costs of the
  Chapter 11 Professionals for services rendered before the
  Plan's effective date will be subject to approval by the Court
  with the procedures for the approval to be determined either
  by agreement of the Chapter 11 Professionals and the Office of
  the United States Trustee or a Court order in the event an
  agreement is not reached.  Thus, the Diocese and the Creditors
  Committee satisfy Section 1129(a)(4).

E. CBNA has disclosed (i) the identity of the sole director of
  the Diocese, and (ii) the identity of any insiders, who will
  be employed or retained by the Reorganized Debtor.  The
  compensation of the sole director, Bishop Donald Kettler, has
  been disclosed.  The Diocese and the Creditors Committee have
  disclosed the identity of the Settlement Trustee, Robert
  Berger, and the terms of his compensation, and the Special
  Arbitrator, William Bettinelli and the terms of his
  compensation.  Hence, Section 1129(a)(5) is satisfied.

F. There are no governmental regulatory commissions with
  jurisdiction, after confirmation of the Plan, over the rates
  of the Diocese.  Therefore, Section 1129(a)(6) is inapplicable
  to the Chapter 11 case.

G. Based on the proffer of the testimony of Chris Linscott,
  CBNA's financial advisor and Exhibit "E" admitted at the
  Confirmation Hearing, each holder of an impaired Claim in each
  impaired Class of Claims that has not accepted the Plan will,
  on account of the Claim, receive or retain property under the
  Plan having a value, as of the Effective Date, that is not
  less than the amount that the holder would so receive or
  retain if CBNA could be liquidated under Chapter 7 of the
  Bankruptcy Code.  CBNA has demonstrated that the Plan is in
  the best interests of its Creditors, as required by Section
  1129(a)(7).

H. The Plan has not been accepted by all impaired Classes of
  Claims.  Notwithstanding that nonacceptance, the Plan is
  confirmable because the Plan satisfies Section 1129(b)(1) with
  respect to those non-accepting Classes of Claims.  Hence,
  1129(a)(8) is satisfied.

I. The Plan provides treatment for Administrative Claims,
  Priority Tax Claims and Priority Claims that is consistent
  with the requirements of Section 1129(a)(9).

J. The Plan has been accepted by two Classes of impaired Claims
  that are entitled to vote on the Plan, without including any
  acceptance of the Plan by any insider.  The Plan, therefore,
  satisfied the requirements of Section 1129(a)(10).

K. The Plan is feasible within the meaning of Section
  1129(a)(11).  The proffered testimony of George W. Bowder, the
  Diocese's Director of Finance, and his actual testimony
  together with Confirmation Exhibits "C" and "D," establish
  that the Diocese's business plan, projections and financial
  information regarding the Reorganized Debtor as of the
  Effective Date are reasonable, made in good faith, and
  confirmation of the Plan is not likely to be followed by the
  liquidation or the need for further financial reorganization
  of the Diocese.

L. The Plan provides that Administrative Claims for fees payable
  pursuant to Section 1930 of the Judicial and Judiciary
  Procedures Code will be paid on or before the Effective Date
  to the extent any are due as of the Effective Date.  After the
  Effective Date, all fees payable pursuant to Section 1930 will
  be paid by the Reorganized Debtor in accordance with the terms
  of the Plan and applicable portions of the Bankruptcy Code.
  Hence, the requirements of Section 1129(a)(12) are satisfied.

M. The Diocese and the Creditors Committee assures the Court that
  provisions of Section 1129(a)(13), to the extent applicable,
  have been complied with.

N. The Debtor is a corporation and is not required to pay
  domestic support obligations.  Accordingly, Section
  1129(a)(14) is not implicated by the Plan.

O. The Debtor is a corporation and does not need to pay five
  years' worth of disposable income to unsecured creditors.
  Accordingly, Section 1129(a)(15) is not implicated by the
  Plan.

P. The amendments proposed by the Diocese and set forth in the
  Plan to the Endowment are a proper exercise of the fiduciary
  duty of Bishop Donald Kettler, as the trustee of the
  Endowment.  The Endowment Amendments are a necessary and
  integral part of the Plan and are necessary in order for the
  Diocese to perform under the Plan and cause the Effective Date
  to occur as testified to by Deacon Bowder at the Confirmation
  Hearing.

  The sale of the property to the Endowment as described in the
  Plan is in accordance with the applicable provisions of
  nonbankruptcy law that govern nonprofit corporations.  Due and
  proper notice of the Plan and the Confirmation Hearing was
  given to the Attorney General for the state of Alaska.  Thus,
  Section 1129(a)(16) is satisfied.

Finding that the Plan complies with the statutory requirements,
Judge MacDonald confirmed the Plan at the confirmation hearing
held January 25, 2010, and signed his order confirming the Plan on
February 17.  Judge MacDonald also approved the Disclosure
Statement explaining that Plan.

A couple of objections against the Plan's confirmation were filed
by the Society of Jesus Oregon Province and certain Jesuit
perpetrators of sexual abuse.  In connection with an agreement
recited on the record at the Confirmation Hearing between CBNA and
SJOP, the Objecting Parties withdrew their objections.

Under the Third Amended Plan, the Diocese, with additional help
from its KNOM division, the Parish Churches, the Monroe
Foundation, increased insurance settlements and agreements by
professionals to forego certain fees, has been able to commit to a
guaranteed payment of $9.8 million to the Fund for paying Tort
Claims.  The $9.8 million amount is net of administrative expenses
and will be transferred to the Fund by the Diocese on or before
the Effective Date.

The Plan also contains non-monetary undertakings, pursuant to
which the Diocese commits to assist in the reconciliation and
healing process of the Tort Claimants.  The Diocese also commits
to take additional non-monetary actions, including the filing of
the names of individuals identifying them as priests, religious,
lay employees and volunteers accused of sexual abuse in the filed
Proofs of Claim, and the posting on the home page of its and
Fairbanks' Web page a prominent link on the home page to the names
of accused individuals and other known perpetrators.

Under the Confirmation Order, Judge MacDonald, among other things:

  -- appointed Robert Berger as the Settlement Trustee;

  -- held that the Settlement Trust, including the Litigation
     Reserve, is to be funded by a transfer and assignment of
     the Cash that comprises the Fund as of the Effective Date;

  -- approved the sale and transfer of the property to the
     Endowment free and clear of all liens, claims, interests
     and encumbrances;

  -- authorized the sale of the Pilgrim Springs Property at an
     auction to be conducted at a hearing on March 5, 2010, and
     the Endowment is further authorized to submit the opening
     bid of $1,850,000; and

  -- approved settlements and agreements under the Plan,
     including the SJOP Settlement and Plan Modification, which
     provides that the Jesuit Unsecured Claim under Class 7 will
     be allowed for $150,000, and the Jesuits will not have or
     assert any other Unsecured Claims against the Diocese.

Full-text copies of the Confirmation Order and its exhibits are
available for free at:

  * Confirmation Order:

  http://bankrupt.com/misc/Fairbanks_ConfOrder_02172010.pdf

  * Exhibit 1 -- Third Amended Plan:

  http://bankrupt.com/misc/Fairbanks_Plan_02172010.pdf

  * Exhibit 2 -- List of individuals against whom a claim of
    abuse has been filed:

  http://bankrupt.com/misc/Fairbanks_List_Accused_02172010.pdf

  * Exhibit 3 -- Order in SJOP's bankruptcy case on its motion
    to show cause why the automatic stay should not be enforced:

  http://bankrupt.com/misc/Fairbanks_SJOP_Order_02172010.pdf

  * Exhibit 4 -- Modification of the Plan relating to the
    treatment of Class 7 Claims:

  http://bankrupt.com/misc/Fairbanks_ModifiedClass7_02172010.pdf

  * Exhibit 5 -- Settlement Trust Agreement:

  http://bankrupt.com/misc/Fairbanks_SAettTrustAgr_02172010.pdf

                      Plan Modifications

Under the 24-page Confirmation Order, the Plan is modified to
provide that:

  (1) nothing in the Operational Documents, which consist of the
      Plan, Plan Documents, and the Confirmation Order, will
      constitute an adjudication or be construed to resolve or
      adjudicate in any way the Diocese's, Reorganized Debtor's,
      Settlement Trust's, Settlement Trustee's or Tort
      Claimant's claims or rights against the Non-Settling
      Insurers;

  (2) as to any Non-Settling Insurer, the Operational Documents
      will have no res judicata or collateral estoppel effect,
      nor will they constitute a trial or hearing on the merits
      or an adjudication or judgment as to any Tort Claim,
      Contribution Claim, Insurance Action, Insurance Coverage
      Claim, or assertion of Insurance Coverage Rights;

  (3) the Operational Documents will not be construed to approve
      or sanction a waiver by the Successors of any defense,
      counterclaim, cross-claim or other remedy or right,
      whether legal or equitable, as and against any Tort
      Claimant or Tort Claim;

  (4) as to any Non-Settling Insurer, the Operational Documents
      will have no res judicata or collateral estoppel effect,
      and will not constitute a trial or hearing on the merits,
      or an adjudication or judgment that, among other things,
      any Non-Settling Insurer participated in the negotiation
      of the Plan, or that any Non-Settling Insurer is liable
      for, or otherwise obligated to pay, with respect to any
      Tort Claim;

  (5) it is the express intent of the parties that all claims,
      rights and defenses of the Diocese, Reorganized Debtor,
      Settlement Trustee, Settlement Trust and Successors and
      any Non-Settling Insurer with respect to the presumptive,
      preclusive, res judicata or collateral estoppel effect of
      the determinations of the Special Arbitrator and
      Arbitration Awards are reserved and preserved for the
      Insurance Adversary or other Insurance Action before a
      Court of competent jurisdiction;

  (6) notwithstanding any provision of the Plan, a Non-Settling
      Insurer may assert a Contribution Claim, to the extent one
      exists, as a defense or counterclaim against the
      Reorganized Debtor or Settlement Trustee, and the
      Reorganized Debtor or Settlement Trustee may assert the
      legal or equitable rights, if any, of the Settling Insurer
      in any of that claim or action;

  (7) certain terms are defined, including Operational
      Documents; and

  (8) the Plan is further amended so that all references to
      "Great Divide Candidate Insurer" will be replaced with
      "Non-Settling Insurer."

                 About the Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on January 15, 2009.  (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


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

The Greens want the District Court to determine whether the
Bankruptcy Court:

  (a) committed reversible plain error in failing to acknowledge
      and address that there is an unsettled dispute over the
      true ownership in fee simple absolute of Pilgrim Hot
      Springs between the Catholic Bishop of Northern Alaska and
      the Greens because:

      * the Greens met the statutory requirements of adverse
        possession from 1975 to present, and therefore, own
        Pilgrim Hot Springs in fee simple absolute by operation
        of Alaska state law;

      * the Greens never entered into a written caretaker or
        agent agreement with CBNA or its  lessee, Pilgrim
        Springs, Ltd.; paid for all improvements and travels to
        and from Pilgrim Hot Springs; and never received any
        compensation for the alleged position;

      * the Greens have actual possession of Pilgrim Hot
        Springs, and therefore, constructive possession of the
        entire 320 acre parcel;

      * the Greens have actual passion of Pilgrim Hot Springs,
        and therefore, ousted CBNA;

      * the Greens won the race to the court house in filing
        their claim before CBNA could file an ejectment action
        against them, and therefore, preserved their claim to
        quiet title;

      * the State Court recognized the legitimate dispute
        between the Greens and CBNA by granting the Greens leave
        to file an amended complaint 30 days from the date of an
        order overturning the Bankruptcy Court's order; and

      * court action is not necessary to perfect title under
        adverse possession and title automatically vests in the
        possessor at end of statutory period;

  (b) exceeded its constitutional authority under Article III
      Section 2 Clause 1 of the U.S. Constitution by hailing the
      Greens as nonparties into Bankruptcy Court and improperly
      taking jurisdiction from the proper state forum over an in
      rem quiet title action involving two in-state parties, who
      have no debtor-creditor relationship;

  (c) committed reversible error by exceeding the constitutional
      scope of the Bankruptcy Court's authority by unreasonably
      requiring the Green's as non-party unrecorded true owners
      of Pilgrim Hot Springs to dismiss their State Court
      Action, which constituted an excessive and impermissible
      sanction; and

  (d) committed a taking in violation of the 8th Amendment of
      the Constitution by ordering the Green's to dismiss their
      non-debtor-creditor complaint for quiet title in fee
      simple absolute of ownership of "Pilgrim Hot Springs"
      under Alaska state law, and hence, unconstitutionally
      usurping the exclusive jurisdiction and authority of the
      State Superior Court to decide all in rem quiet title
      claims, which do not involve a debtor-creditor
      relationship.

The Greens also want to know if an unsettled dispute over true
ownership of property subject to an in rem adverse possession
claim, which arose prior to filing of bankruptcy by the Diocese,
is a threshold issue of law, which must be decided in the
exclusive jurisdiction of the State Court in which the property is
located, and therefore, triggers the Bankruptcy Court's duty to
abstain under Section l334(c) of the Judicial and Judiciary
Procedures Code.

The Greens also filed designations of records on appeal.

           Hearing on Diocese's Objection Adjourned

Judge MacDonald adjourned to February 26, 2010, the hearing on the
Diocese's objection to the Greens' requests for preliminary
injunction preventing sale of Pilgrim Hot Springs; a lien on
Pilgrim Hot Springs; and a stay pending appeal.

The Bankruptcy Court directed the Greens' counsel, Bryon E.
Collins, Esq., at Bryon E. Collins and Associates, in Anchorage,
Alaska, to file a motion and brief by February 22, 2010, in
connection with the Greens' requests, which were included in their
Notice of Appeal.  Judge MacDonald also directed Kasey C. Nye,
Esq., at Quarles & Brady LLP, in Tucson, Arizona, to file any
supplemental authorities by February 24, 2010.

                 About the Diocese of Fairbanks

The Roman Catholic Diocese of Fairbanks in Alaska, aka Catholic
Bishop of Northern Alaska, aka Catholic Diocese of Fairbanks, aka
The Diocese of Fairbanks, aka CBNA -- http://www.cbna.info/--
filed for chapter 11 bankruptcy on March 1, 2008 (Bankr. D. Alaska
Case No. 08-00110).  Susan G. Boswell, Esq., at Quarles & Brady
LLP represents the Debtor in its restructuring efforts.  Michael
R. Mills, Esq., of Dorsey & Whitney LLP serves as the Debtor's
local counsel and Cook, Schuhmann & Groseclose Inc. as its special
counsel.  Judge Donald MacDonald, IV, of the United States
Bankruptcy Court for the District of Alaska presides over
Fairbanks' Chapter 11 case.  The Debtor's schedules show total
assets of $13,316,864 and total liabilities of $1,838,719.

The church's plans to file its bankruptcy plan and disclosure
statement on July 15, 2008.  Its exclusive plan filing period
expires on January 15, 2009.  (Catholic Church Bankruptcy News;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CATHOLIC CHURCH: Wilmington Wants Plan Exclusivity Until July 30
----------------------------------------------------------------
The Catholic Diocese of Wilmington, Inc., asks the U.S. Bankruptcy
Court for the District of Delaware to extend its exclusive period
to:

  (a) file a Chapter 11 plan of reorganization through and
      including July 30, 2010; and

  (b) solicit acceptances of that plan through and including
      September 30, 2010.

The Diocese's Exclusive Plan Filing Period expired February 15,
2010.

James L. Patton, Jr., Esq., at Young Conaway Stargatt & Taylor,
LLP, in Wilmington, Delaware, contends that an extension of the
Exclusive Periods is warranted because the Diocese's bankruptcy
case is sufficiently complex and significant unresolved
contingencies in connection with the case remain, including the
determination as to the ownership of the pooled investment funds
maintained by the Bank of New York Mellon, formerly known as
Mellon Bank, as custodian.  In addition, the Official Committee of
Unsecured Creditors initiated an adversary proceeding by filing a
complaint seeking, among other things, a determination as to the
ownership of the Pooled Investment Funds.

The outcome of the Pooled Investment Litigation will determine the
scope of the funds available to fund a plan of reorganization and
satisfy claims of the bankruptcy estate, and in particular, claims
arising from abuse, Mr. Patton argues.

"Until a proper determination of the scope of the property of the
Debtor's estate is made, it would be difficult, if not impossible,
for the Debtor either to (i) formulate a plan of reorganization or
(ii) negotiate with its creditors or formulate a consensual plan
of reorganization," Mr. Patton tells the Court.

As the Court stated on the record at the January 12, 2010 hearing,
the issue of who owns approximately $76 million of the Pooled
Investment Funds is a "gateway issue for the development of the
case," Mr. Patton reminds Judge Sontchi.  Under the circumstances,
he points out, the proposed extension of the Debtor's Exclusive
Periods is both necessary and warranted.

Mr. Patton further argues that the Diocese is not in a position to
formulate a plan because the April 15, 2010 bar date in the
bankruptcy cases have not yet passed, and the Diocese cannot
accurately quantify the number and dollar amounts of claims
against its bankruptcy estate.  He adds that the Diocese has made
good faith progress toward reorganization since the Petition Date,
including responding to a multitude of expedited discovery
requests, filing of its schedules of assets and liabilities and
statement of financial affairs, and the commencement of
discussions with the Creditors Committee with respect to the
possibility of entering into a global mediation process.

Judge Sontchi will convene a hearing on March 1, 2010, at 9:00
a.m., to consider the Debtors' request.  Objections are due
February 24.  Pursuant to Del.Bankr.L.R. 9006-2, the Diocese's
Exclusive Plan Filing Period is automatically extended until the
conclusion of that hearing.

                  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).


CENTRAL CROSSINGS: Section 341(a) Meeting Scheduled for March 24
----------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Central Crossings Business Park Building II, LLC's Chapter 11
case on March 24, 2010, at 9:00 a.m.  The meeting will be held at
Office of the US Trustee, Raymond Boulevard, One Newark Center,
Suite 1401, Newark, NJ 07102-5504.

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.

Jersey City, New Jersey-based Central Crossings Business Park
Building II, LLC, owns and operates a portion of an industrial
business park located at 300 Bordentown-Hedding Road in
Bordentown, New Jersey.  The Company filed for Chapter 11
bankruptcy protection on February 18, 2010 (Bankr. D. N.J. Case
No. 10-14578).  Kenneth Rosen, Esq., at Lowenstein Sandler,
assists the Company in its restructuring effort.  The Company
estimated its assets and debts at $10,000,001 to $50,000,000.


CENTRAL CROSSING: Taps Lowenstein Sandler as Bankruptcy Counsel
---------------------------------------------------------------
Central Crossing Business Park Building II, LLC, has sought
permission from the U.S. Bankruptcy Court for the District of New
Jersey to employ Lowenstein Sandler PC as bankruptcy counsel,
effective as of the Petition Date.

Lowenstein Sandler will, among other things:

     a. take necessary actions to protect and preserve the
        Debtor's estate during the pendency of the Debtor's
        Chapter 11 case, including the prosecution of actions by
        the Debtor, the defense of actions commenced against the
        Debtor, negotiations concerning litigation in which the
        Debtor is involved, and objecting to the claims filed
        against the estate;

     b. prepare necessary motions, applications, answers, orders,
        reports, and papers in connection with the administration
        of the Debtor's Chapter 11 case;

     c. counsel the Debtor with regard to its rights and
        obligations as debtor-in-possession; and

     d. appearing in this or any other court to protect the
        interests of the Debtor.

Bruce Buechler, a member of Lowenstein Sandler, says that the firm
will be paid based on the hourly rates of its personnel:

        Members                  $410-$765
        Senior Counsel           $360-$550
        Counsel                  $320-$520
        Associates               $220-$380
        Legal Assistants         $120-$215

Mr. Buechler assures the Court that Lowenstein Sandler is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Jersey City, New Jersey-based Central Crossings Business Park
Building II, LLC, owns and operates a portion of an industrial
business park located at 300 Bordentown-Hedding Road in
Bordentown, New Jersey.  The Company filed for Chapter 11
bankruptcy protection on February 18, 2010 (Bankr. D. N.J. Case
No. 10-14578).  The Company estimated its assets and debts at
$10,000,001 to $50,000,000.


CENTRAL GARDEN: Moody's Rates $300 Mil. Subordinated Notes at 'B3'
------------------------------------------------------------------
Moody's Investors Service rated Central Garden & Pet Company's
proposed new $300 million subordinated notes B3, while at the same
time affirming its corporate family rating at B1 and its
probability of default rating at B1.  The SGL 2 speculative grade
liquidity rating was affirmed.  The rating on the existing
$150 million subordinated notes will be withdrawn if the new debt
offering and tender offer closes on the expected terms.  The
ratings on the secured credit facility (term loan and revolver)
will be upgraded to Ba2 if the new debt offering closes on its
anticipated terms.  The rating outlook remains positive.

Proceeds from the new offering are expected to be used to repay
the existing subordinated notes and to repay a portion of the
$300 million term loan.

The B1 corporate family rating reflects Central Garden's modest
size, limited geographic diversification, seasonality and weather
dependency of its business, and single digit operating margins.
The rating also incorporates the challenges posed by its large
retail customers and the significant competition inherent in the
highly fragmented lawn and garden, and pet supply industries.  The
rating is supported by the company's strong market position in pet
and lawn & garden, an improved liquidity profile and good credit
metrics highlighted by modest financial leverage of around 3x and
good cash flow to debt ratios.

The SGL 2 speculative grade liquidity rating reflects the
company's cash balances of over $85 million and the expectation of
roughly $100 million of annual free cash flow in the near to mid
term.  The liquidity rating is also supported by having full
access to a $350 million revolving credit facility and ample
cushion under its financial covenants.  Liquidity is constrained
by the upcoming maturity of its revolving credit facility in
February 2011 and by the inherent volatility in cash flow due to
weather, seasonality and commodity costs.

The positive outlook incorporates Moody's expectation of continued
operating performance improvement and continued strong credit
metrics even if Central Garden were to make a modest acquisition.
For example, financial leverage temporarily increasing to around
4x because of a strategic acquisition is consistent with the
positive outlook.  The positive outlook also considers Moody's
view that the company will maintain its strong liquidity profile
and will likely renew its revolving credit facility well before
its maturity date.

This rating was assigned:

  -- $300 million subordinated notes at B3 (LGD 5, 80%)

These ratings were affirmed:

  -- Corporate family rating at B1;

  -- Probability of default rating at B1;

  -- $350 million senior secured revolving credit facility due
     2011 at Ba3 (LGD3, 39%);

  -- $300 million senior secured term loan due 2012 at Ba3 (LGD3,
     39%);

  -- Speculative grade liquidity rating at SGL 2

The last rating action for Central Garden was on January 26, 2010,
where Moody's upgraded the corporate family rating to B1 and
revised the rating outlook to positive.

Central Garden & Pet Company, located in Walnut Creek, California,
manufactures an array of branded lawn and garden and pet supply
products, and operates as a distributor for other manufacturers'
products in both of these segments.  Sales were $1.6 billion for
the twelve months ended December 31, 2009.


CHARLES COWIN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor:  Charles P. Cowin
         1707 1/2 Post Oak Blvd.
         PMB 263
         Houston, TX 77056

Bankruptcy Case No.: 10-31478

Chapter 11 Petition Date: February 24, 2010

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

Judge: Jeff Bohm

Debtor's Counsel: Richard L. Fuqua, II, Esq.
                  Fuqua & Keim
                  2777 Allen Parkway, Ste. 480
                  Houston, TX 77019
                  Tel: (713) 960-0277
                  Email: fuqua@fuquakeim.com

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

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

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


CHARTER COMMS: Pension Funds Try to Revive Securities Action
------------------------------------------------------------
A group of pension funds has challenged a bankruptcy court's
decision to block it from bringing a putative securities class
action against Charter Communications Inc. chairman and Microsoft
Corp. co-founder Paul G. Allen and other Charter executives,
Law360 reports.

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 October 15, 2009.  A formal
confirmation order was entered November 17, 2009.

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


CHRYSLER LLC: Rejected Dealers to Go to District Court
------------------------------------------------------
Certain dealers notify the U.S. Bankruptcy Court for the Southern
District of New York that they will take an appeal to the United
States District Court for the Southern District of New York from
Judge Gonzalez's order denying the Dealers' motion for
reconsideration of the June 9, 2009 rejection order and the June
19, 2009 rejection opinion, entered on February 5, 2010.

The Appealing Dealers are:

  Island Jeep Incorporated        Preston Chrysler Jeep
  Scotia Motors Inc.              Fort Morgan Auto Center Inc.
  Golden Motors                   Superior Motors Inc.
  John Hine Pontiac Mazda Dodge   Waco Dodge Sales Inc.
  Pen Motors Inc.                 Archer Chrysler Jeep
  Bob Taylor Jeep Inc.            D Patrick Inc.
  Mauro Motors, Inc.              Brehm Group Inc.
  Bollinger's, Inc.               Clarkston Motors Inc.
  St. Pete Jeep Chrysler          Berlin Chrysler Inc.
  Rallye Auto Plaza Inc.          El Dorado Motors Inc.
  Neil Huffman Incorporated       Russo Group Enterprises Inc.
  Bill Spurlock Dodge, Inc.       Fox Hills Chrysler Jeep Inc.
  South Holland Dodge             Walker Motors Inc.
  Pride Chrysler Jeep             Shoemaker's Jeep Inc.
  Thomas Dodge Corp.              Snow, LLC/Champion Chrysler
  Taylor-Parker Motor Company     Barber Bros Motor Co. Inc.
  Evansville Chrysler Inc.        Van Lieshout & Simon Dodge
  Alley's of Kingsport, Inc.      Drake Chrysler
  Augusta Dodge, Inc.             Tenafly Chrysler Jeep Inc.
  M&M Dodge, Inc.                 Wycoff Chrysler Inc.
  Scholtes Auto World             Terry Chrysler Jeep Inc.
  Axelrod Chrysler Inc.           Sowell Automotive Inc.
  Faws Garage                     South Shore Chrysler
  Lakes Chrysler Jeep Limited     Cimino Brothers Ford Inc.
  Van Burkleo Motors Inc.         Wilson Dodge Inc.
  Fisher Motors Inc.              Kalmar Motor Sales, Inc.
  Courtesy Nissan Inc.            Reuther Investment Co.
  Key Buick-Pont-AMC Inc.         Mt. Clemens Dodge Inc.
  Southeast Automotive            Golick Chrysler Jeep Inc.
  Extreme Jeep Inc.               Bruce Campbell Dodge Inc.
  Mueller Chrysler Inc.           Clayton Amerman Inc.
  Wilson Dodge Nissan             Auffenberg Chrysler Inc.
  Ambassador Auto Service, Inc.   Rock of Texas Automotive Inc.
  Monicatti Chrysler Jeep Sales   Continental Chrysler Jeep Inc.
  Duvall Chrysler Dodge Jeep Inc.
  Orleans Dodge Chrysler Jeep Inc.
  Birmingham Chrysler Plymouth Inc.
  Ray's Ford-Mercury Inc./Ray's CDJ
  Brother's Motors Inc./Diamond Dodge
  Fiore Chrysler Jeep/Jim Fiore Motors

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: New Chrysler Signs New Lease with Urstadt Biddle
--------------------------------------------------------------
Urstadt Biddle Properties Inc. announced that it has signed new
lease extensions with Chrysler Group LLC for its two industrial
properties located near St. Louis, Missouri and Dallas, Texas.

Both properties had been leased to Chrysler Group LLC with lease
terms that were set to expire in January 2011 and June 2012,
respectively.  Both leases were extended to December, 2016.  Net
rents on the St. Louis property (192,000 sf) were decreased to
$3.40 per square foot in years 1-5 and $3.90 per square foot in
years 6-7 verses $3.98 per square foot currently.  Net rents on
the Dallas property (255,000 sf) were decreased to $3.70 per
square foot in years 1-5 and $4.24 per square foot in years 6-7
verses $4.21 per square foot currently.

Neither lease contains an option for a term extension beyond 2016.
The effective date of both extensions is January 1, 2010.
Currently the properties are used as parts distribution facilities
for the parts and service division of Chrysler Group LLC.

Willing Biddle, President of UBP said, "Given the recent turmoil
in the United States automobile marketplace we are extremely
pleased to have reached an agreement on the extension of these two
leases with Chrysler Group LLC at competitive market rental rates.
These extensions remove one of the few large re-leasing
contingencies in our portfolio.  Chrysler's commitment to and
reliance upon these properties for servicing their dealer sales
and service network was reaffirmed by these lease extensions.  We
classify these assets as non-core and will continue to explore
options to sell these properties in the normal course of business
in accordance with our Board of Directors previous direction."

Urstadt Biddle Properties Inc. is a self-administered equity real
estate investment trust providing investors with a means of
participating in ownership of income-producing properties with the
liquidity of being listed on the New York Stock Exchange since
1969.  UBP owns or has interests in 46 properties containing
approximately 3.9 million square feet of space and has paid 160
consecutive quarters of uninterrupted dividends to its
shareholders since its inception.

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: Fiat & Sollers Form Global Alliance in Russia
-----------------------------------------------------------
Fiat S.p.A. and SOLLERS have announced the establishment of global
alliance in the format of a joint venture for the production of
Passenger Cars and SUVs.  The Memorandum of Understanding was
signed by Vadim Shvetsov, CEO of SOLLERS, and Sergio Marchionne,
CEO of FIAT Group, in the presence of Vladimir Putin, the Prime
Minister of Russia.

The total production capacity of the new JV will be up to 500,000
vehicles per year by 2016.  Nine new models (C and D segments,
SUVs) will be marketed on the Russian market with up to six to be
produced on a new global FIAT-Chrysler platform.  A minimum 10% of
the produced vehicles will be shipped to export markets.  The
FIAT/SOLLERS project will be implemented in Naberezhnye Chelny,
located 1,000 Km East of Moscow in the Republic of Tatarstan.  The
SOLLERS-Naberezhnye Chelny plant production site will be expanded
by new production facilities and a technology park for component
production.

Development and technical adaptation to the Russian market of the
new vehicles will be carried out at the Engineering Technical
Centre of the JV, with intellectual property rights for the
platform to be contributed to the JV.

Target localization within the framework of the given project will
reach no less than 50%, including the production of engines and
gearboxes and the establishment of a new technology park for the
production of components.  Moreover, the required components will
be produced at the production site of ZMZ and at the new
technology park in Togliatti.

Thus, the establishment of FIAT/SOLLERS JV in Russia will become
one of the biggest investment projects in the Russian automotive
sector and will include all key aspects of vehicle production with
high added value.

For implementation of the project the JV expects to get the
support from the Russian Government in raising long-term loans at
a favorable subsidized interest rate for the whole amount of the
investments required, estimated at EURO2.4 billion.

"The plans to implement a full-scale joint project reflect our
confidence about the future development of the Russian automotive
market.  By establishing one of the global production centres
specializing in the development and production of FIAT and
Chrysler Group vehicles in Russia, we will be able to offer our
customers the most desirable products in the most attractive
passenger car segments and to occupy leading positions in the
growing Russian market in forthcoming years," said Vadim Shvetsov,
CEO of SOLLERS.

For Sergio Marchionne, CEO of Fiat Group and Chrysler Group,
"Today's agreement marks a turning point for our presence on the
Russian market.  This is one of the largest alliances signed by
our Group in one of the World's most important markets.  This
partnership forms part of Fiat Group's and Chrysler Group's
strategy of increased internationalization which will allow us to
also leverage our two Group's know-how, expand our geographical
footprint, increase customer choice and achieve cost benefits."

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: Executives as Dealers to Stay Optimistic
------------------------------------------------------
U.S. dealers of Chrysler Group LLC were asked to have faith that
the auto maker will be saved with a new lineup of products,
according to a report by Reuters.

At the National Automobile Dealers Association convention in
Orlando, Florida, Chrysler executives asked the dealers to hang on
during the first half of this year with a lineup of dated
vehicles.  The executives assured them that help is on the way by
the fourth quarter, when new products are scheduled to arrive,
Reuters said.

The auto maker plans to have redesigned models for the Jeep Grand
Cherokee in June.  It will also introduce new versions of the
Chrysler 300, Dodge Charger and the Dodge CUV in the second half
of this year, according to the report.

Chrysler spokesman Rick Deneau said once refreshed models are
included, 75% of the product lineup will be changed by the end of
the year.

Earlier, Chrysler announced plans for new models including the
subcompact Fiat 500, which will be sold in the U.S. late this
year.

Ray McKenney, a dealer in North Carolina, said dealers believe in
Chrysler because the auto maker's management has convinced them
there is a coherent strategy, Reuters reported.

Paul Walser, who runs a Chrysler-Dodge-Jeep dealership in
Minnesota, also expressed optimism.  "I think there's a lot of
good things coming.  I think we're all wondering what the journey
looks like between now and the time when all the product starts to
arrive," Mr. Walser told The Associated Press.

Some dealers, however, were disappointed because Chrysler did not
mention about floor plan financing or new incentives to encourage
buyers.  They were also doubtful of recent advertising campaigns
which they said were humorous and focused more on brand identity
rather than touting Chrysler's products, according to reports.

At the NADA convention, the dealers heard presentations on
advertising, marketing and incentives from Fred Diaz Jr.,
Chrysler's top U.S sales executive, and Olivier Francois, who
heads advertising and the Chrysler brand.

Dealers were told that Chrysler is projecting sales this year at
just under 1.2 million, up a little from last year.  The auto
maker, the dealers said, still has $5 billion in cash and has
reduced its expenses and gained efficiencies so it can break-even
at just over a million in annual sales, AP reported.

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CITIGROUP INC: In Advanced Talks to Sell Hedge-Fund Business
------------------------------------------------------------
The Wall Street Journal's Randall Smith and Jenny Strasburg report
that Citigroup Inc. is in talks to sell a hedge-fund business with
about $4 billion in assets as Citi continues to whittle down a
$547 billion pool of assets marked for sale, according to people
familiar with the sale talks.

The Journal's sources said SkyBridge Capital, a New York
alternative-asset manager led by two alumni of Goldman Sachs Group
Inc., is in advanced talks to buy Citi's fund-of-funds business.
No pact has yet been signed, and the proposed sale price couldn't
be determined, the sources said.

One source told the Journal the assets Citi is selling include
about $1 billion in investments farmed out to hedge funds, some
$2.5 billion in hedge-fund assets on which Citi advises, and
$500 million in seeding capital tied to stakes in small hedge
funds.

                          About Citigroup

Based in New York, Citigroup Inc. (NYSE: C) -- is a global
diversified financial services holding company whose businesses
provide a broad range of financial services to consumer and
corporate customers.  Citigroup has roughly 200 million customer
accounts and does business in more than 140 countries.
Citigroup's businesses are aligned in three reporting segments:
(i) Citicorp, which consists of Regional Consumer Banking (in
North America, EMEA, Asia, and Latin America) and the
Institutional Clients Group (Securities and Banking, including the
Private Bank, and Transaction Services); (ii) Citi Holdings, which
consists of Brokerage and Asset Management, Local Consumer
Lending, and a Special Asset Pool; and (iii) Corporate/Other.

As reported in the Troubled Company Reporter on November 25, 2008,
the U.S. government entered into an agreement with Citigroup to
provide a package of guarantees, liquidity access, and capital.
The U.S. Treasury and the Federal Deposit Insurance Corporation
agreed to provide protection against the possibility of unusually
large losses on an asset pool of roughly $306 billion of loans and
securities backed by residential and commercial real estate and
other such assets, which will remain on Citigroup's balance sheet.
As a fee for this arrangement, Citigroup issued preferred shares
to the Treasury and FDIC.  The Federal Reserve agreed to backstop
residual risk in the asset pool through a non-recourse loan.

Citigroup, the third-biggest U.S. bank, received $45 billion in
bailout aid.  Other bailed-out banks, including Bank of America
Corp., Wells Fargo & Co., have pledged to repay TARP money.
JPMorgan Chase & Co., Goldman Sachs Group Inc. and Morgan Stanley,
repaid TARP funds in June.  Citigroup is selling assets to repay
the bailout funds.

Citigroup is one of the banks that, according to results of the
government's stress test, need more capital.


DAVIE YARDS: To Restructure Under The CCAA
------------------------------------------
Davie Yards has filed for creditor protection under the Companies'
Creditors Arrangement Act with the Quebec Superior Court.  After
consideration of all available alternatives, the Board of
Directors has determined to seek court protection under the CCAA
in order to allow Davie to work on a new plan to secure additional
financing and complete its projects currently under contract.

As previously reported, accumulated losses due to currency
fluctuations and project cost increases related to delays of
payment of installments by Davie's clients have affected the
Corporation's results of operations.  Following a comprehensive
review which was undertaken when Davie recently embarked on the
most complex aspects of construction, the Corporation concluded
that the learning process involved in building offshore vessels is
more challenging than anticipated and has resulted in additional
delivery delays and costs for the ships currently under
construction.  Davie has already begun to implement corrective
actions in its operations and will concentrate its activities in
order to be able to focus on implementing a financing plan while
minimizing the impact on its clients.

In conjunction with the CCAA filing, Davie is implementing a
temporary realignment of its operations designed to preserve its
working capital while working on securing new financing.  Davie
will continue its shipbuilding activities with a reduced workforce
of approximately 160 employees.  Approximately 1590 employees will
be laid off, most of them temporarily, starting Monday March 1st.

"This is a very unfortunate situation but we must realign our
operations in order to get the time necessary to move forward on
solid footing", said the new CEO of Davie, Mr. Gustav Johan Nydal,
who has started last week.  He continued, "we hope that we will
soon be able to bring our valuable workforce back to work.  We are
committed to deliver the ships we have on order and we appreciate
the support of our partners through this transition period."

The Corporation also announced that Mr. Donald Campbell is taking
over as Chairman of the Board of Davie.  Mr. Campbell is a senior
strategy advisor with the law firm Davis LLP.  Prior to joining
Davis, he was Executive Vice President of CAE.  Mr. Campbell
previously enjoyed a distinguished career with Canada's Department
of Foreign Affairs and International Trade, serving most recently
as Deputy Minister of Foreign Trade and as the Prime Minister's
Personal Representative for G-8 Summits (1997-2000).  In addition,
Mr. Campbell has served as Canada's Ambassador to Japan and Korea.

Mr. Steinar Kulen has decided for personal reasons not to take
over as Chairman of the Board but will remain a director.

                       About Davie Yards

Davie Yards Inc. owns and operates the Davie yard in Quebec.  With
over 185 years of operating experience, the shipyard is the
largest in Canada and among the largest and most sophisticated in
North America.  The Corporation has a focus on building large and
complex offshore service vessels and rigs, and other sophisticated
vessels for commercial and governmental use.  Its shares are
traded on the Toronto Stock Exchange (DAV).


DAZ VINEYARDS: Gets Court's Interim Okay to Use Cash Collateral
---------------------------------------------------------------
DAZ Vineyards, LLC, sought and obtained authorization from the
U.S. Bankruptcy Court for the Central District of California to
use, on an interim basis, the cash collateral of Silicon Valley
Bank, Premiere Pacific Viveyards and Sierra Madre Ranch Holdings,
LLC.

William C. Beall, Esq., at Beall and Burkhardt, the attorney for
the Debtor, explains that the Debtor needs the money to fund its
Chapter 11 case, pay suppliers and other parties.

The Debtor says that Silicon Valley Bank is owed $326,000, but it
is protected by the equity cushion it already enjoys.  The value
of the Debtor's inventory plus receivables exceeds $5 million.

The Debtor proposes to provide Silicon Valley Bank, Premiere
Pacific Viveyards and Sierra Madre Ranch replacement liens in the
post-petition operation of the Debtor's business.  The Debtor
assures that the receivables created by post-petition operations
will exceed the use of the cash collateral.

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


DBSD NORTH: Dish Network Rails Against $54-Mil. Credit
------------------------------------------------------
Law360 reports that DBSD North America Inc.'s bid to hasten the
closing of the $54 million credit facility central to its massive
debt restructuring has come under fire from secured lender Dish
Network Corp., which contends that DBSD is using the facility to
thwart Dish's challenge to the Chapter 11 plan's confirmation.

DISH Network Corporation became involved in the Debtors' cases
when, after the Debtors proposed a plan of reorganization, DISH
bought up all of the Debtors' First Lien Debt from its prior
holders, at par, seeking by its acquisition of the Debtors' debt,
"to acquire control of this strategic asset."  Thereafter,
literally on the eve of the plan confirmation hearing, DISH sought
to terminate exclusivity and obtain permission to file its own
plan, further to achieve its strategic objective.  Finding that
"[t]his is the paradigmatic case for the application of the
Allegheny doctrine," the Honorable Robert E. Gerber ruled that
DISH Network's claim should be designated pursuant to 11 U.S.C.
Sec. 1126(e), and that DISH Network is disqualified from voting on
the Debtors' plan.

In October 2009, Judge Gerber confirmed the Debtors' chapter 11
plan, but the plan can't take effect until the Debtors obtain
adequate exit financing.  DISH Network Corp. and Sprint Nextel
Corp. then took appeals from Judge Gerber's confirmation order to
the U.S. District Court for the Southern District of New York.

                     About DBSD North America

Headquartered in Reston, Virginia, DBSD North America Inc. aka ICO
Member Services Inc. offers satellite communications services.
It has launched a satellite, but is in the developmental stages of
creating a satellite system with components in space and on earth.
It presently has no revenues.

The Company and nine of its affiliates filed for Chapter 11
protection on May 15, 2009 (Bankr. S.D.N.Y. Lead Case No.
09-13061).  James H.M. Sprayregen, Esq., Christopher J. Marcus,
Esq., at Kirkland & Ellis LLP, in New York; and Marc J. Carmel,
Esq., Sienna R. Singer, Esq., at Kirkland & Ellis LLP, in Chicago,
serve as the Debtors' counsel.  Jefferies & Company is the
proposed financial advisors to the Debtors.  The Garden City Group
Inc. is the court-appointed claims agent for the Debtors.  When
the Debtors sought for protection from their creditors, they
listed between $500 million and $1 billion each in assets and
debts.


DRUG FAIR: Must Deliver Plan at Committee's Request
---------------------------------------------------
Bill Rochelle at Bloomberg News reported that Drug Fair Group Inc.
had its exclusive right for filing a reorganization plan extended
to March 29 coupled with a requirement that the Company must
deliver a draft disclosure statement to the Official Committee of
Unsecured Creditors within 10 days.  In addition, the Company must
file a liquidating Chapter 11 plan within two weeks of a request
by the Committee.

Drug Fair liquidated 58 drug and general merchandise stores
following its Chapter 11 filing.

                      About Drug Fair Group

Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. --
http://www.drugfair.com/or http://www.costcuttersonline.com/--
fka Community Distributors, Inc., operates pharmacies and general
merchandise stores in northern and central New Jersey.  The
Company, with stores in central and northern New Jersey, is
indirectly owned by Sun Capital Partners Inc., a private-equity
investor based in Boca Raton, Florida.

Drug Fair and CDI Group, Inc., filed for Chapter 11 protection on
March 18, 2009 (Bankr. D. Del. Lead Case No. 09-10897).  Domenic
E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr
Harrison Harvey Branzburg & Ellers, represent the Debtors in their
restructuring efforts.  Warren J. Martin, Jr., Esq., and Brett S.
Moore, Esq., at Porzio Bromberg & Newman, P.C., represent the
official committee of unsecured creditors as counsel.  Norman L.
Pernick, Esq., and Patrick J. Reilley, Esq., at Cole, Schotz,
Meisel, Forman & Leonard, P.A., represent the creditors committee
as Delaware counsel.  J.H. Cohn LLP is the creditors committee's
financial advisors and forensic accountants.  Epiq Bankruptcy
Solutions, LLC, is the Debtors' notice and claims agent.  The
Debtors listed assets of $50 million to $100 million and debts of
$100 million to $500 million.

After commencing the Chapter 11 cases, the Debtors began going out
of business sales at approximately 24 locations.  On April 27,
2009, the Court approved the sale of 31 remaining stores to
Walgreen Co. for about $54 million.  The Debtors are winding down
assets not included in the transactions.


DUANE READE: CEO Lederer to Get $4.4MM Bonus on Walgreen Deal
-------------------------------------------------------------
In connection with their buyout deal with Walgreen Co., Duane
Reade Holdings, Inc., and Duane Reade Shareholders, LLC, an
affiliate of Oak Hill Capital Partners, entered into acquisition
award agreements with each of the Company's senior executive
officers.

Each senior executive officer will be entitled to receive a lump
sum cash payment.  The cash payment will be reduced by any amounts
the senior executive officer receives in respect of his
outstanding Company stock options in connection with the
Transactions and any other payments he receives that are
contingent upon the Closing, including any previously granted
transaction bonus award.

The maximum Special Closing Payments available for each of the
Company's named executive officers are:

                                              Maximum Special
     Named Executive Officer                  Closing Payment
     -----------------------                  ---------------
     John A. Lederer, Chairman & CEO             $4,441,000
     John K. Henry, CFO                           $892,500
     Charles R. Newsom, SVP Store Operations      $748,000
     Vincent A. Scarfone, SVP HR/Admin.           $561,000

In addition, subject to the Closing and continued employment with
the Company through the Closing, each senior executive officer
will be eligible to receive a percentage of a bonus pool not to
exceed $2,500,000 in the aggregate -- Contingent Payment -- that
will be paid by DRS Seller.  The amount of the aggregate bonus
pool will be determined by the persons who were the members of the
Compensation Committee of the Company on February 17, 2010, in
their sole discretion, based on (i) the achievement of the
Company's financial budget for the 2010 fiscal year during the
period from the beginning of the 2010 fiscal year through the
Closing, (ii) successful resolution of certain matters in a manner
satisfactory to the Compensation Committee and (iii) no
indemnification being required under the Securities Purchase
Agreement, as determined by the Compensation Committee.

The percentages of the Contingent Payment pool available for each
of the Company's named executive officers:

                                          Contingent Payment
     Named Executive Officer              Pool Percentage
     -----------------------              ------------------
     John A. Lederer                            34.60%
     John K. Henry                              10.50%
     Charles R. Newsom                           8.80%
     Vincent A. Scarfone                         6.60%

To the extent that any portion of any of the Special Closing
Payments or the Contingent Payments would be "excess parachute
payments" within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended, then payment of the Potential
Parachute Payments will be subject to, and conditioned upon,
approval of the relevant Special Closing Payments and Contingent
Payments by the stockholders of the Company obtained in accordance
with the requirements of the Code and the applicable Treasury
Regulations promulgated thereunder.

As reported by the Troubled Company Reporter, the Company and DRS
Seller on February 17, 2010, entered into a Securities Purchase
Agreement with Walgreen:

     -- Walgreen will purchase from Duane Reade all of the issued
        and outstanding shares of (i) Series A Redeemable
        Preferred Stock, par value $0.01 per share, (ii) Series B
        Redeemable Preferred Stock, par value $0.01 per share and
        (iii) common stock, par value $0.01 per share of the
        Company; and

     -- immediately prior to the Closing, the Company will cause
        to be cancelled all outstanding (i) options to purchase
        Company common stock held by any current or former
        director or employee of the Company or any subsidiary of
        the Company, (ii) warrants to purchase Company common
        stock and (iii) awards of phantom shares granted under the
        Company's Phantom Stock Plan.

Walgreen is expected to own 100% of the Shares of the Company.

In consideration for the sale of the Shares to Walgreen and the
cancellation of the Company options, warrants and phantom shares,
concurrent with the consummation of the Transactions, Walgreen
will pay an aggregate amount in cash equal to $1,075,000,000.  The
Purchase Price will be (i) reduced by (a) the principal amount of
indebtedness of the Company and its subsidiaries outstanding as of
the Closing, together with interest accrued thereon and (b) the
amount of transaction expenses of the Company (whether incurred on
its own behalf or on behalf of any Seller) that are unpaid as of
the Closing and (ii) increased by (a) the amount of interest
accrued on certain series of notes of the Company and its
subsidiaries after February 1, 2010, up to $6,700,000, and (b) the
amount of cash of the Company or its subsidiaries as of the
Closing.  The Purchase Price is also subject to adjustment based
on the relative level of working capital of the Company and its
subsidiaries as of the Closing compared to an agreed upon target
amount.

At the Closing, Walgreen will hold back an amount equal to
$7,500,000 to secure the obligations of Duane Reade for certain
adjustments to the Purchase Price (if any) after the Closing,
including with respect to the reconciliation of estimated and
actual amounts of working capital of the Company's business, cash
of the Company or its subsidiaries, certain indebtedness of the
Company and its subsidiaries and interest accrued on certain
series of notes of the Company and its subsidiaries, in each case,
as of the Closing.

The Securities Purchase Agreement contains certain customary
termination rights for the Company and the Sellers, on the one
hand, and Walgreen, on the other hand, as the case may be,
applicable upon:

     -- a breach by the other party or parties that is not or
        cannot be cured within 20 business days' notice of such
        breach if such breach would result in a failure of the
        conditions to closing set forth in the Securities Purchase
        Agreement; or

     -- August 17, 2010, if the Transactions have not been
        consummated by such date, subject to extension by the
        Company or Walgreen to November 17, 2010, if all
        Conditions to closing have been satisfied by August 17,
        2010, other than the conditions relating to the absence of
        any order or injunction prohibiting the consummation of
        the Transactions or the expiration or termination of the
        waiting period under the Hart-Scott-Rodino Antitrust
        Improvements Act of 1976, as amended.

                          About Walgreens

Walgreens Co. -- http://www.walgreens.com/-- is the nation's
largest drugstore chain with fiscal 2009 sales of $63 billion.
The company operates 7,162 drugstores in all 50 states, the
District of Columbia and Puerto Rico.

                        About Duane Reade

Founded in 1960, Duane Reade is the largest drug store chain in
New York City, offering a wide variety of prescription and over-
the-counter drugs, health and beauty care items, cosmetics,
convenience foods, greeting cards and photofinishing.  As of
June 27, 2009, the Company operated 253 stores.

At September 26, 2009, Duane Reade Holdings, Inc., had
$725,237,000 in total assets against $867,282,000 in total
liabilities, resulting in stockholders' deficit of $142,045,000.

                           *     *     *

The Troubled Company Reporter said July 17, 2009, that Moody's
Investors Service affirmed Duane Reade's Caa1 Corporate Family
Rating and Ca Probability of Default Rating.  Duane Reade's Caa1
CFR reflects the company's high leverage and weak coverage along
with its geographic concentration in and disproportionate exposure
to economic conditions in the intensely competitive New York metro
market.  The rating also incorporates Moody's expectation that
free cash flow will be weak over the next 12 months due to
relatively modest cash flow that is largely consumed by capital
expenditures.


EAST WEST RESORT: Gets Court's Interim Nod to Obtain DIP Financing
------------------------------------------------------------------
East West Resort Development V, L.P., L.L.L.P., et al., sought and
obtained interim authorization from the Hon. Brendan L. Shannon of
the U.S. Bankruptcy Court for the District of Delaware to obtain
postpetition secured financing from a syndicate of lenders led by
Barclays Bank PLC, as administrative agent.

The DIP lenders have committed to provide up to $10 million, with
up to $2 million plus amounts necessary to cash collateralize
letters of credit available on an interim basis.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.,
and Richard A. Chesley, Esq., at Paul, Hastings, Janofsky & Walker
LLP, explain that the Debtors need the money to fund their Chapter
11 case, pay suppliers and other parties.

The DIP loan agreement will terminate on October 25, 2010.
The DIP facility will mature six months from the petition date.

The DIP facility will incur interest on the daily balance at an
interest rate of (i) if the relevant obligation is a LIBOR Rate
Loan, at a per annum rate equal to the LIBOR Rate plus the LIBOR
Rate Margin or (ii) otherwise, at a per annum rate equal to the
base rate plus the base rate margin.  In the event of default, the
obligations that have been charged to the loan account will bear
interest on the daily balance at a per annum rate equal to 2
percentage points above the per annum rate otherwise applicable.

The Debtors will grant the Agent first priority liens in the
collateral.  The Debtors will grant the DIP Lenders superpriority
administrative claim status, and grant liens to the DIP Lenders
subject to the permitted liens, and prime other liens on the
collateral in the even the holders of the liens don't object to
the Debtors' request to obtain DIP financing.

The DIP lien is subject to an up to $1 million carve-out for U.S.
Trustee and Clerk of Court fees, fees payable to professional
employed in the Debtors' case, and fees of the committee in
pursuing actions challenging the DIP Lenders' lien.

The Debtors are required within 90 days of the Petition Date to
file: (i) a plan of reorganization and accompanying disclosure
statement, or (ii) a motion to approve bid procedures.  The
Debtors must, within 120 days of the Petition Date: (i) obtain
approval of the disclosure statement with respect to the Plan, or
(ii) commence an auction for the Debtors' assets pursuant to the
bid procedures.  The Debtors must, within 165 days of the Petition
Date, (i) obtain confirmation of the Plan, or (ii) close a sale of
the Debtors' assets pursuant to the bid procedures.   The Debtors
must also achieve the effective date of the Plan within 176 days
of the Petition Date.

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

  http://bankrupt.com/misc/EAST_WEST_RESORT_dipfinancingpact.pdf
  http://bankrupt.com/misc/EAST_WEST_RESORT_dipfinancingpact2.pdf

The Court has set a final hearing for March 11, 2010, at
11:30 a.m. on the Debtors' request to obtain DIP financing.

                      About East West Resort

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

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

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

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


EAST WEST RESORT: Taps Houlihan Lokey as Financial Advisor
----------------------------------------------------------
East West Resort Development V, L.P., L.L.L.P., et al., have
sought permission from the U.S. Bankruptcy Court for the District
of Delaware to employ Houlihan Lokey Howard & Zukin Capital, Inc.,
as financial advisor and investment banker, nunc pro tunc to the
Petition Date.

Houlihan Lokey will, among other things:

     a. assist the Debtors in the development, preparation and
        distribution of selected information, documents and other
        materials in an effort to create interest in and
        consummate any transaction;

     b. solicit and evaluate indications of interest and proposals
        regarding any transaction from current and/or potential
        lenders, equity investors, acquirers and/or strategic
        partners;

     c. assist the Debtors with the development, structuring,
        negotiation and implementation of any transaction,
        including participating as a representative of the Debtors
        in negotiations with creditors and other parties involved
        in any transaction; and

     d. provide expert advice and testimony regarding financial
        matters related to any transaction.

Houlihan Lokey will be paid $225,000 for the first three months of
engagement and $175,000 for each month after for its services.

Amit Patel, a managing director of Houlihan Lokey, assures the
Court that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

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

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

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

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


EAST WEST RESORT: Wants Schedules Filing Deadline Moved by 30 Days
------------------------------------------------------------------
East West Resort Development V, L.P., L.L.L.P., et al., have asked
the U.S. Bankruptcy Court for the District of Delaware to extend
the filing of schedules of assets and liabilities and statements
of financial affairs by an additional 30 days.

The Debtors have more than 200 creditors.  The Debtors say that
they won't be able to complete the schedules and statements within
the current 30-day deadline due to the numerous critical matters
that the Debtors' accounting staff must address in the early days
of the Debtors' bankruptcy cases, the complexity of the cases and
the volume of material that must be compiled and reviewed by the
Debtors' staff to complete the schedules and statements for each
of the 12 Debtors during the initial days of the cases.

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

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

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

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


EASTMAN KODAK: To Buy Back $300 Mil. of Senior Notes Held by KKR
----------------------------------------------------------------
Eastman Kodak Company on February 24, 2010, entered into an
agreement with affiliates of Kohlberg Kravis Roberts & Co. L.P. to
repurchase all $300 million aggregate principal amount of the
Company's 10.50% Senior Secured Notes due 2017 previously issued
to KKR.  The completion of the repurchase of the KKR Notes is
contingent on the satisfaction or waiver of certain conditions,
including the sale of at least $300 million aggregate principal
amount of debt securities.

The repurchase of the notes from KKR, together with Kodak's tender
for up to $100 million aggregate principal amount of 7.25% Senior
Notes due 2013, will extend the maturity of Kodak's debt, and is
expected to increase Kodak's financial flexibility.

KKR also continues to hold warrants to purchase 40 million shares
of Kodak common stock, which are non-transferrable until September
2011, except under certain conditions.  Two executives from KKR
also serve on Kodak's board of directors, and will continue to do
so subsequent to the notes repurchase, in accordance with the
terms of the original note and warrant purchase agreement between
Kodak, certain affiliates of KKR, and KKR (with respect to
specified provisions).

                        About Eastman Kodak

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

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

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

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


EASTMAN KODAK: To Sell $400MM Secured Notes in Private Placement
----------------------------------------------------------------
Eastman Kodak Company on Wednesday said it intends to offer,
subject to market and other conditions, $400 million aggregate
principal amount of senior secured notes in a private placement to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended, and outside the United States
to persons other than U.S. persons in reliance upon Regulation S
under the Securities Act.

Kodak's obligations under the notes will be fully and
unconditionally guaranteed on a senior secured basis by each of
Kodak's existing and future direct or indirect wholly owned
domestic subsidiaries, subject to certain exceptions, and will be
secured by a second-priority lien on substantially all domestic
assets of the issuer and guarantors, subject to certain
exceptions.  Final terms of the notes, including the interest rate
and other terms, will be determined by negotiations between Kodak
and the initial purchasers of the notes.

Kodak intends to use the net proceeds from the offering to
repurchase all $300 million aggregate principal amount of its
10.50% Senior Notes due 2017 and to repurchase a portion of its
7.25% Senior Notes due 2013 through a tender offer.

                        About Eastman Kodak

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

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

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

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


EASTMAN KODAK: Fitch Assigns 'BB-/RR1' Rating on $400 Mil. Notes
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR1' rating to Eastman Kodak
Company's proposed private placement of $400 million senior
secured second-priority lien notes.  The net proceeds from the
offering will be used to repurchase $300 million of 10.5% senior
secured second-priority lien notes currently held by Kohlberg
Kravis & Roberts Co. L.P.  and a portion of Kodak's outstanding
tender offer to repurchase up to $100 million of 7.25% senior
notes due 2013, which expires on March 4, 2010.

Fitch expects the new senior secured second-priority lien notes
will have the same guarantors and collateral package as the KKR
notes that will be redeemed.  Specifically, the new notes will be
fully and unconditionally guaranteed on a senior secured basis by
each of Kodak's existing and future direct or indirect wholly-
owned domestic subsidiaries, subject to certain exceptions, and
will be secured by a second-priority lien on substantially all
domestic assets of the issuer and guarantors, subject to certain
exceptions.  The carrying value of the assets pledged as
collateral at Dec. 31, 2009, was approximately $2 billion,
assuming no changes in the collateral package for the new notes
compared to the KKR notes.

Fitch currently rates Kodak:

  -- Issuer Default Rating (IDR) 'B-';

  -- Senior secured first-priority lien revolving credit facility
     'BB-/RR1';

  -- Senior unsecured debt 'B-/RR4'.

The Rating Outlook is Stable.


EASTMAN KODAK: Moody's Affirms Corporate Family Rating at 'B3'
--------------------------------------------------------------
Moody's Investors Service affirmed Eastman Kodak's B3 corporate
family rating and assigned a Ba3 rating to the company's new
$400 million senior secured second lien notes due 2018.  The Ba3
rating assigned to the new senior secured notes, which is three
notches above the B3 CFR, reflects its senior ranking within the
capital structure relative to the large amount of senior unsecured
debt claims given the notes' second-priority lien security, albeit
behind the unrated first-priority lien debt.  The outlook remains
stable.

The $400 million new notes offering will help fund Kodak's
proposed repurchase of the $300 million 10.50% Senior Notes due
2017 as well as the tender offer to repurchase up to $100 million
of the 7.25% Senior Notes due 2013.  The assigned ratings are
subject to review of final documentation and no material change in
the terms and conditions of the transaction as advised to Moody's.

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

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

Rating / assessments assigned:

* $400 million Senior Secured (Second-Priority Lien) Notes due
  2018 -- Ba3 (LGD 2, 17%)

Ratings affirmed and assessments revised:

* Corporate Family Rating -- B3;

* Probability of Default Rating -- B3;

* $500 million Senior Unsecured Notes due 2013 - Caa1 (LGD 4, 65%
  from 64%);

* $3 million Senior Unsecured Notes due 2018 - Caa1 (LGD 4, 65%
  from 64%);

* $10 million Senior Unsecured Notes due 2021 - Caa1 (LGD 4, 65%
  from 64%);

* $575 million Senior Unsecured Convertible Notes due 2033 - Caa1
  (LGD 4, 65% from 64%);

* Speculative Grade Liquidity Rating - SGL-1

The last rating action on Eastman Kodak took place on February 19,
2010, when Moody's revised the rating outlook to stable from
negative.

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


EASTMAN KODAK: S&P Assigns 'B-' Rating on $400 Mil. Notes
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Eastman
Kodak Co.'s $400 million second-lien senior secured notes due
2018.  S&P rated the notes 'B-' (at the same level as the 'B-'
corporate credit rating on the company) with a recovery rating of
'3', indicating its expectation of meaningful (50% to 70%)
recovery for noteholders in the event of a payment default.

The company plans to use net proceeds to repurchase its existing
$300 million second-lien notes due 2017 and about $100 million of
its 7.25% notes due 2013.

The corporate credit rating on Kodak is 'B-' and the rating
outlook is stable.  The rating reflects S&P's concern regarding
the company's earnings and cash flow prospects, based on:

* The continued secular volume decline of Kodak's traditional
  photographic products and services business,

* The unproven long-term profit potential of the company's
  consumer digital imaging businesses,

* Intermediate-term potential for a decline in Kodak's
  entertainment imaging businesses,

* Unpredictability of intellectual property earnings,

* Significant discretionary cash flow deficits,

* Vulnerability to economic pressures, and

* The company's leveraged financial profile.

                           Ratings List

                         Eastman Kodak Co.

         Corporate Credit Rating            B-/Stable/--

                           New Ratings

                        Eastman Kodak Co.

              $400M second-lien nts due 2018     B-
                Recovery Rating                  3


ECO2 PLASTICS: Court Approves $600,000 DIP Financing
----------------------------------------------------
On February 12, ECO2 Plastics, Inc., received approval from the
U.S. Bankruptcy Court for the Northern District of California to
access debtor-in-possession financing up to $600,000.  The DIP
lenders will receive a senior priority lien up to 75% of the funds
advanced on all of the assets of the Company.  The DIP Loans
accrue interest at a rate of 8% per annum, and are due and payable
on May 31, 2010.

The lenders are Trident Capital Fund-VI, L.P., Trident Capital
Fund-VI, Principals Fund, LLC, and Buff Investment Limited
Partnership as lenders.  Each of the DIP lenders has previously
invested in or loaned money to the Company, and each DIP lender
has a representative on the Board of Directors of the Company.

An exemplary copy of the Loan and Security Agreements are
available at http://researcharchives.com/t/s?54fc

The loans will be used to fund the Company's activities during the
period it operates under Chapter 11 of the Bankruptcy Code.

                       About ECO2 Plastics

Based in Menlo, California, ECO2 Plastics, Inc. --
http://www.eco2plastics.com/-- has developed a process, referred
to as the ECO2 Environmental System.  The ECO2 Environmental
System cleans post-consumer plastics, without the use of water,
within a closed-loop system.  At September 30, 2009, the Company
had $1.7 million in assets and $6.4 million in debts.

ECO2 Plastics filed for Chapter 11 on November 24, 2009 (N.D.
Calif. Case No. 09-33702).  Penn Ayers Butler, Esq., and Tracy
Green, Esq., at Wendel, Rosen, Black and Dean LLP, represent the
Debtor in its restructuring effort.


EPV SOLAR INC: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: EPV Solar, Inc.
          fka Energy Photovoltaics, Inc.
        8 Marlen Drive
        Robbinsville, NJ 08691

Bankruptcy Case No.: 10-15173

Chapter 11 Petition Date: February 24, 2010

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

Judge: Michael B. Kaplan

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

                  Samuel Jason Teele, Esq.
                  Lowenstein Sandler PC
                  65 Livingston Avenue
                  Roseland, NJ 07068
                  Tel: (973) 597-2500
                  Email: jteele@lowenstein.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $50,000,001 to $100,000,000

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/njb10-15173.pdf

Debtors' List of 20 Largest Unsecured Creditors:

   Entity                  Nature of Claim        Claim Amount
   ------                  ---------------        ------------
Guardian Manufacturing                            $1,233,626
2971 Oxbow Circle, Suite A
Cocoa, FL 32926

Heller Ehrman, LLP                                $1,064,182
Time Square Tower
7 Times Square
New York, NY 10036-6524

Grant Thornton LLP                                $899,347
33570 Treasury Center
Chicago, IL 60694-3500

Specialized Tech Resources                        $799,023
Inc.
PO Box 4345
30 Irquois Street
Saint Augustine, FL 32085

Advanced Energy                                   $769,520
Attn: Tonya Chandler
1625 Sharp Point Drive
Dept. LA 21954
Fort Collins, CO 80525

Kraft Electronics                                 $696,069
Koerberki ut 36
H-112 Budapest
Hungary

AGC Flat Glass North                              $643,979
America
11175 Cicero Drive, Suite 400
Alpharetta, GA 30022-1167

Newport Corporation                               $490,975
Attn: Gary Engstrom,
Credit Manager
13976 Collections Center
Drive
Chicago, IL 60693

Goodwin Procter LLP                               $373,509
Exchange Place
53 State Street
Boston, MA 02109

Edwards Vacuum, Inc.                              $346,143
88700 Expedite Way
Chicago, IL 60695-1700

Sterne, Kessler, Goldstein                        $200,685
& Fox PLLC
Attn: Tom Annick, CFO

Universal Machine Co. of                          $199,400
Pottstown Inc.

Jones Day                                         $171,670

Gencoa Ltd.                                       $161,517

Indalex Inc.                                      $149,965

Opterna                                           $143,597

Stephen Gould Corporation                         $130,778

Reinshaw Inc.                                     $119,316

White & Case LLP                                  $118,324

Precision Valve &                                 $98,337
Automation, Inc.


The petition was signed by Tom Werthan, the company's president
and chief financial officer.


ESCADA AG: US Creditors Panel Wants Clingman as Advisor
-------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of EUSA Liquidation Inc., formerly known as Escada (USA),
Inc., seeks the Court's authority to retain Clingman & Hanger
Management Associates, LLC, as its wind-down advisor prior to
confirmation of a plan of liquidation in the Debtor's Chapter 11
case.

Committee Co-chairperson Basil David Postan avers that Clingman's
extensive knowledge and experience with asset recovery, claims
reconciliation, and bankruptcy wind-downs will benefit all
constituencies in the Debtor's case, both prior to, and as of,
confirmation of a plan.

Subject to the oversight and supervision of the Creditors'
Committee, Clingman, as winddown advisor, is expected to:

  (a) familiarize itself with the books and records of the
      Debtor;

  (b) analyze the Debtor's remaining assets and liabilities;

  (c) identify the administrative, priority and general
      unsecured claims against the Debtor;

  (d) identify miscellaneous assets for realization by the
      Debtor;

  (e) assist the Creditors' Committee in the plan and disclosure
      statement process; and

  (f) provide its analysis and insight to the Creditors'
      Committee on the Debtor's wind-down, including the
      proposed resolution of any claims.

The Creditors' Committee anticipates that in connection with the
wind-down process, the Debtor will only retain a single employee,
Mr. Christian Marques, who will act as both president and
treasurer.  The Committee thus expects Clingman, as wind-down
advisor, to assist Mr. Marques in his efforts to negotiate,
reconcile and process claims, and prepare a plan of liquidation
and disclosure statement, among other things.

The Committee also expects that in connection with a plan of
liquidation to be filed and confirmed in the Debtor's Chapter 11
case, Clingman will be appointed as plan administrator, pursuant
to which it will be responsible for, among other things:

  (a) marshaling the Debtor's remaining assets;

  (b) disposing of the Debtor's remaining assets and collecting
      any proceeds from it, including investigation into other
      potential sources of recoveries for creditors;

  (c) supervising and managing the claims reconciliation
      process and prosecuting matters as necessary;

  (d) implementing the terms of the confirmed plan of
      liquidation;

  (e) providing for timely distributions to general unsecured
      creditors;

  (f) addressing any matters relating to the Debtor's employee
      benefit or insurance plans, as they may arise; and

  (g) taking other actions that may be necessary to ensure an
      efficient and value-maximizing liquidation of the Debtor's
      assets.

Clingman principals W. Edward Clingman, Jr. and Teresa S. Hanger
will be paid for their services to be rendered to the Committee
pursuant to a fixed monthly fee structure of:

  * $40,000 per month for the first two months of services;

  * $30,000 per month for the third and fourth month of
    services;

  * $25,000 per month for the fifth and sixth month of services;
    and

  * $20,000 per month thereafter.

Clingman will also be reimbursed for actual and necessary
expenses on account of these bankruptcy support services to be
provided through Professional Staffing, LLC, an affiliate of C&H:

  Support Service                     Hourly Rate
  ---------------                     -----------
  Claims analysis                         $75
  Claims management                      $110
  Accounting/financial analysis          $125
  Database and network support           $125

Mr. Clingman assures Judge Bernstein that his firm represents no
adverse interest to the Creditors' Committee that would preclude
it from acting as a wind-down advisor, or as a plan
administrator, upon confirmation of the plan.

                        About Escada AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of 338.9 million as
of April 30, 2009.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  Judge Stuart
M. Bernstein handles the case.  O'Melveny & Myers LLP has been
tapped as bankruptcy counsel.  Kurtzman Carson Consultants serves
as claims and notice agent.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Escada USA
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Escada USA, and the insolvency proceedings of ESCADA AG and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


ESCADA AG: US Creditors Panel Says PwC No Longer Necessary
----------------------------------------------------------
Escada (USA), Inc., filed with the U.S. Bankruptcy Court an
application to employ PricewaterhouseCoopers LLP, as its
independent auditor, nunc pro tunc to October 9, 2009.

The Official Committee of Unsecured Creditors contends that the
audit services to be performed by PricewaterhouseCoopers LLP, as
the Debtor's proposed independent auditor, nunc pro tunc to
October 9, 2009, are "completely unnecessary for the Debtor, as a
non-operating company, provide no cognizable benefit to the
estate, and would only serve to saddle the estate with a
significant administrative expense" under Section 327 of the
Bankruptcy Code.

From the perspective of the Creditors' Committee, the
beneficiaries of PwC's services are actually the Debtor's parent,
Escada AG, and its purchaser, Escada US Subco LLC.  The Debtor's
creditors should not be burdened with the expense of services
whose benefits run not to the estate, but to its parent and
purchaser, Melanie L. Cyganowski, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C., in New York, asserts, on behalf of the
Committee.

Furthermore, the Debtor has failed to provide a sufficient basis
to justify PwC's retention on a nunc pro tunc basis, Ms.
Cyganowski argues.  He points out that the Debtor's Application
fails to require PwC to provide a sufficiently detailed report of
its work, thereby impairing the ability of the Court, the U.S.
Trustee, the Creditors' Committee and other parties-in-interest
to review the reasonableness of PwC's "fixed fee."

The Application also fails to limit amounts paid for additional
services requested by the Debtor, Ms. Cyganowski argue.

                        About Escada AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of 338.9 million as
of April 30, 2009.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  Judge Stuart
M. Bernstein handles the case.  O'Melveny & Myers LLP has been
tapped as bankruptcy counsel.  Kurtzman Carson Consultants serves
as claims and notice agent.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Escada USA
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Escada USA, and the insolvency proceedings of ESCADA AG and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


ESCADA AG: US Trustee Gives Go Signal to Fees of 3 Firms
--------------------------------------------------------
Diana G. Adams, the United States Trustee for the Southern
District of New York, told Judge Bernstein that she has no
objections to the fee applications filed by these professionals
in Escada (USA), Inc.'s Chapter 11 case:

Applicant                      Fees       Expenses        Period
---------                      ----       --------        ------
O'Melveny & Myers LLP,       $661,036      $28,471       8/14/09
as the Debtor's counsel                              to 11/30/09

Follick & Bessick, PC,        $16,593         $338       8/14/09
as the Debtor's special                              to 11/30/09
customs counsel

Otterbourg, Steindler,       $270,047       $9,677        9/8/09
Houston & Rosen, P.C.,                               to 11/30/09
as counsel to the
Official Committee
of Unsecured Creditors

On behalf of the U.S. Trustee, trial attorney Elisabetta G.
Gasparini, Esq., in New York, discloses that after engaging in
discussions, the Applicants have agreed to a continued 10%
holdback of fees until the filing of the final fee applications.
Accordingly, upon approval of their First Interim Application,
only an additional 10% of their fees will be released.

The U.S. Trustee says it has no objection to the entry of an
order authorizing the reimbursement of 100% of the expenses
requested, on an interim basis.

According to Ms. Gasparini, O'Melveny has agreed to a reduction
of its fees for $2,783 and expenses for of $1,000, and Otterbourg
has also agreed to a fee reduction of $1,402 and expenses in the
amount of $1,043.

The U.S. Trustee reserves her right to object to fees or expenses
incurred by the Retained Professionals during the First Interim
Period at the final hearing on those applications on any grounds.

                        About Escada AG

The ESCADA Group -- http://www.escada.com/-- is an international
fashion group for women's apparel and accessories, which is active
on the international luxury goods market.  It has pursued a course
of steady expansion since its founding in 1976 by Margaretha and
Wolfgang Ley and today has 182 own shops and 225 franchise
shops/corners in more than 60 countries.

As of August 10, 2009, the Escada Group operated 176 owned stores
and so-called shop in shops, of which 26 owned stores are located
in the United States and operated by Escada (USA) Inc. and 2
stores are planned to be opened in the United States before year
end.  Escada Group products are also sold in 163 stores worldwide
which are operated by franchisees.  Escada Group had total assets
of EUR322.2 million against total liabilities of 338.9 million as
of April 30, 2009.

Wholly owned subsidiary Escada (USA) Inc. filed for Chapter 11 on
August 14, 2009 (Bankr. S.D.N.Y. Case No. 09-15008).  Judge Stuart
M. Bernstein handles the case.  O'Melveny & Myers LLP has been
tapped as bankruptcy counsel.  Kurtzman Carson Consultants serves
as claims and notice agent.  Escada US listed US$50 million to
US$100 million in assets and US$100 million to US$500 million in
debts in its petition.

Bankruptcy Creditors' Service, Inc., publishes Escada USA
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Escada USA, and the insolvency proceedings of ESCADA AG and its
units.  (http://bankrupt.com/newsstand/or 215/945-7000)


FELIX M FHIMA: Section 341(a) Meeting Scheduled for March 29
------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Felix M Fhima and Patricia H Fhima's Chapter 11 case on
March 29, 2010, at 1:15 p.m.  The meeting will be held at 725 S
Figueroa Street, Room 2610, Los Angeles, CA 90017.

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

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

Los Angeles, California-based Felix M. Fhima and Patricia H. Fhima
filed for Chapter 11 bankruptcy protection on February 18, 2010
(Bankr. C.D. Calif. Case No. 10-15854).  Michael Jay Berger, Esq.,
who has an office in Beverly Hills, California, assists the
Debtors in their restructuring efforts.  The Debtors listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in liabilities.


F.F. SOUCY LP: Chapter 15 Case Summary
--------------------------------------
Chapter 15 Petitioner: Edward D. Sherrick,
                       senior vice president and
                       chief financial officer

Chapter 15 Debtor: F.F. Soucy LP
                     dba F.F. Soucy Limited Partnership
                     dba F.F. Soucy S.E.C.
                     dba F.F. Soucy LP
                     dba F.F. Soucy SEC
                   191 rue DeLage
                   Riviere-du-Loup
                   Quebec, XX G5R 3Z1

Chapter 15 Case No.: 10-31235

Chapter 15 Petition Date: February 24, 2010

Court: Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Chapter 15 Petitioner's Counsel: Jonathan L. Hauser, Esq.
                                 Troutman Sanders LLP
                                 222 Central Park Avenue,
                                 Suite 2000
                                 P.O. Box 61185
                                 Virginia Beach, VA 23466-1185
                                 Tel: (757) 687-7768
                       Email: jonathan.hauser@troutmansanders.com

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

Estimated Debts: $500,000,001 to $1,000,000,000


FIDDLER'S CREEK: Files for Chapter 11 in Florida
------------------------------------------------
Fiddler's Creek LLC and 27 affiliates filed bare-bones Chapter 11
petitions February 23 in Fort Myers, Florida (Bankr. M.D. Fla.
Case No. 10-03846.

Fiddler's Creek said that assets and debts range from $100 million
to $500 million.

Fiddler's Creek is the developer of a master-planned community in
Naples, Florida.  Upon completion, the project is to have 100
communities situated on almost 4,000 acres.

Paul J. Battista, Esq., at Genovese Joblove & Battista PA,
represents the Debtors in their Chapter 11 effort.

The debtor-affiliates include DY Land Holdings II, LLC, which said
that assets range from $50,000,001 to $100,000,000 and debts are
up to $50,000,000 and 951 Land Holdings, Ltd., which estimated
that assets and debts range from $100,000,000 to $500,000,000.


FREMONT GENERAL: New World Wins Approval of Plan Outline
--------------------------------------------------------
Equityholder New World Acquisition LLC has won approval of the
disclosure statement explaining its proposed reorganization plan
for Fremont General Corp.  With that, it is expected to begin
soliciting votes on, then seek confirmation of, the Plan.

The Bankruptcy Court has yet to approve a solicitation schedule
for New World though.

The New World Plan provides the reorganized Debtor with additional
liquidity by way of a $5 million equity investment for 10 million
shares of common stock.

Under the Plan, general unsecured claims under Class 3A and senior
notes under Class 3B are paid in full in cash with postpetition
interest at the federal judgment rate.  Under the Plan, holders of
9% Trust Originated Preferred Securities ("TOPrS") will have their
claims reinstated, or if they elect, receive $95 million of new
Notes and 10.6 million shares of common stock.  If the TOPrS do
not elect to accept the alternative treatment under the New World
Plan, New World will purchase an additional 10.6 million shares of
common stock.  Shares of the Debtor's common stock have been
trading from a low of $.27 to a high of $.72 during the period of
September through November 2009.  New World will also receive
warrants to acquire shares of common stock of the reorganized
Debtor at an average exercise price of $90 per share.

New World asserts that the holders of claims in Class 3 are
unimpaired and, thus, are deemed to accept the Plan.  The plan
sponsor, however, is sending ballots to these claimants, so that
they can be counted in the event the Bankruptcy Court makes a
determination that any of these subclasses is impaired.

Holders of equity interests would also retain their interests.
But New World says that they are impaired and are entitled to vote
on the Plan.

This is because the Equity Interests are subject to dilution for
the issuance of additional shares of Common Stock for reserves for
the Warrants issued in connection with the purchase of 10 million
of shares by New World on the Effective Date, the equity purchase
of those 10 million at $5 million, and additional 10.6 million
shares issued to the Holders of the TOPrS or to New World, and the
shares of Common Stock for payment, if any, of Allowed Section
510(b) Claims.

A copy of the New World Plan is available for free at
http://bankrupt.com/misc/Fremont_NW_Plan_1223.pdf

A copy of the New World Disclosure Statement is available for free
at http://bankrupt.com/misc/Fremont_NW_DS_1223.pdf

                       About Fremont General

Based in Santa Monica, California, Fremont General Corp. (OTC:
FMNTQ) -- http://www.fremontgeneral.com/-- was a financial
services holding company with $8.8 billion in total assets at
September 30, 2007.  Fremont General ceased being a financial
services holding company on July 25, 2008, when its wholly owned
bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont
Investment & Loan) completed the sale of its assets, including all
of its 22 branches, and 100% of its $5.2 billion of deposits to
CapitalSource Bank.

Fremont General filed for Chapter 11 protection on June 18, 2008,
(Bankr. C.D. Calif. Case No. 08-13421).  Robert W. Jones, Esq.,
and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore
Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at
Stutman Treister & Glatt, represent the Debtor as counsel.
Kurtzman Carson Consultants LLC is the Debtor's noticing
agent and claims processor.  Lee R. Bogdanoff, Esq., Jonathan S.
Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff &
Stern LLP, represent the Official Committee of Unsecured
Creditors as counsel.  Fremont's formal schedules showed
$330,036,435 in total assets and $326,560,878 in total debts.


GENCORP INC: Retirement Savings Plan Holds 8% of Common Stock
-------------------------------------------------------------
GenCorp Retirement Savings Plan disclosed that as of December 31,
2009, it may be deemed to beneficially own 4,703,989 shares or
roughly 8.0% of the common stock of GenCorp Inc.

The Plan is a voluntary savings plan for eligible employees of
GenCorp Inc. and certain of its subsidiaries.  Employees who elect
to participate in the Plan may select one or more of 20 investment
options for the contributions.  Prior to April 15, 2009, one such
option was a fund investing solely in GenCorp common stock.
Effective March 16, 2009, participant-directed exchanges into the
GenCorp Stock Fund from other investment funds in the Plan were no
longer permitted.  Effective April 15, 2009, all future
contribution investment elections directed into the GenCorp Stock
Fund were redirected to other investment options.  Effective
January 15, 2009, GenCorp discontinued matching contributions in
the Plan for non-union employees.  Prior to April 15, 2009, all
matching company contributions were initially allocated to the
GenCorp Stock Fund.  Effective April 15, 2009, all matching
contributions to a participant's account, if any, are allocated in
accordance with the participant's investment elections for his own
contributions.

Under the terms of the Plan, Fidelity Management Trust Company is
required to primarily invest the principal and income of the
GenCorp Stock Fund in GenCorp shares.  Participating employees
ultimately receive such benefits as result from the performance of
the GenCorp Stock Fund upon their election to take a distribution
of their allocated shares from the GenCorp Stock Fund.

                           About GenCorp

GenCorp Inc. manufactures aerospace and defense systems, with a
separate real estate segment.  GenCorp's Aerospace and Defense
segment includes the operations of Aerojet-General Corporation,
which develops and manufactures propulsion systems for defense and
space applications, armament systems for precision tactical weapon
systems and munitions applications.

GenCorp's Real Estate segment includes activities related to the
entitlement, sale, and leasing of excess real estate assets.
GenCorp owns 12,200 acres of land adjacent to U.S. Highway 50
between Rancho Cordova and Folsom, California, east of Sacramento.
GenCorp also owns 580 acres in Chino Hills, California.

As of November 30, 2009, the Company had total assets of
$935.7 million against total liabilities of $1.224 billion,
resulting in stockholders' deficit of $295.1 million.

                           *     *     *

According to the Troubled Company Reporter on Jan. 26, 2010,
Standard & Poor's Ratings Services said it raised its ratings on
GenCorp Inc. by one notch and removed all ratings from
CreditWatch, where S&P had placed them with positive implications
on Dec. 15, 2009.  The corporate credit rating is now 'B-' and the
outlook is stable.  The recovery ratings were not on CreditWatch
and remain unchanged.  The rating actions follow the company's
repayment of $125 million of debt that was tendered to it, with
proceeds from the $200 million in convertible subordinated
debentures it issued in late December 2009.


GENCORP INC: Steel Partners Holds 6.9% of Common Stock
------------------------------------------------------
Steel Partners II, L.P., Steel Partners Holdings L.P., Steel
Partners LLC, Warren G. Lichtenstein and James R. Henderson
disclosed that as of the close of business on February 17, 2010,
they owned directly 4,055,737 shares, constituting 6.9%, of the
common stock of GenCorp Inc.

Steel Holdings is the sole limited partner of Steel Partners II.
Partners LLC is the manager of Steel Partners II and Steel
Holdings and has been delegated the sole power to vote and dispose
of the securities held by Steel Partners II and Steel Holdings.
Mr. Lichtenstein is the manager of Partners LLC.  Mr. Henderson is
a Managing Director and operating partner of Partners LLC.
Messrs. Lichtenstein and Henderson are also directors of GenCorp.

Mr. Lichtenstein also beneficially owns an additional 4,000
restricted Shares awarded to him in his capacity as a director of
GenCorp.

Mr. Henderson beneficially owns 7,500 restricted Shares awarded to
him in his capacity as a director of GenCorp.

Steel Holdings is a global diversified holding company that
engages or has interests in a variety of operating businesses
through its subsidiary companies.  Steel Holdings said it may seek
to obtain majority or primary control, board representation or
other significant influence over the portfolio companies in which
it holds an interest.  The principal business of Steel Partners II
is holding securities for the account of Steel Holdings.  The
principal business of Partners LLC is serving as the manager of
Steel Partners II and Steel Holdings.  The principal occupation of
Mr. Lichtenstein is serving as the manager of Partners LLC.  The
principal occupation of Mr. Henderson is serving as a Managing
Director and operating partner of Partners LLC.

                           About GenCorp

GenCorp Inc. manufactures aerospace and defense systems, with a
separate real estate segment.  GenCorp's Aerospace and Defense
segment includes the operations of Aerojet-General Corporation,
which develops and manufactures propulsion systems for defense and
space applications, armament systems for precision tactical weapon
systems and munitions applications.

GenCorp's Real Estate segment includes activities related to the
entitlement, sale, and leasing of excess real estate assets.
GenCorp owns 12,200 acres of land adjacent to U.S. Highway 50
between Rancho Cordova and Folsom, California, east of Sacramento.
GenCorp also owns 580 acres in Chino Hills, California.

As of November 30, 2009, the Company had total assets of $935.7
million against total liabilities of $1.224 billion, resulting in
stockholders' deficit of $295.1 million.

                           *     *     *

According to the Troubled Company Reporter on Jan. 26, 2010,
Standard & Poor's Ratings Services said it raised its ratings on
GenCorp Inc. by one notch and removed all ratings from
CreditWatch, where S&P had placed them with positive implications
on Dec. 15, 2009.  The corporate credit rating is now 'B-' and the
outlook is stable.  The recovery ratings were not on CreditWatch
and remain unchanged.  The rating actions follow the company's
repayment of $125 million of debt that was tendered to it, with
proceeds from the $200 million in convertible subordinated
debentures it issued in late December 2009.


GENCORP INC: Whitebox Advisors Holds 7.9% of Common Stock
----------------------------------------------------------
Whitebox Advisors, LLC, and its affiliated funds disclosed that as
of December 31, 2009, they may be deemed to beneficially own
5,050,286 shares or roughly 7.9% of GenCorp Incorporated common
stock.

GenCorp Inc. manufactures aerospace and defense systems, with a
separate real estate segment.  GenCorp's Aerospace and Defense
segment includes the operations of Aerojet-General Corporation,
which develops and manufactures propulsion systems for defense and
space applications, armament systems for precision tactical weapon
systems and munitions applications.

GenCorp's Real Estate segment includes activities related to the
entitlement, sale, and leasing of excess real estate assets.
GenCorp owns 12,200 acres of land adjacent to U.S. Highway 50
between Rancho Cordova and Folsom, California, east of Sacramento.
GenCorp also owns 580 acres in Chino Hills, California.

As of November 30, 2009, the Company had total assets of
$935.7 million against total liabilities of $1.224 billion,
resulting in stockholders' deficit of $295.1 million.

                           *     *     *

According to the Troubled Company Reporter on Jan. 26, 2010,
Standard & Poor's Ratings Services said it raised its ratings on
GenCorp Inc. by one notch and removed all ratings from
CreditWatch, where S&P had placed them with positive implications
on Dec. 15, 2009.  The corporate credit rating is now 'B-' and the
outlook is stable.  The recovery ratings were not on CreditWatch
and remain unchanged.  The rating actions follow the company's
repayment of $125 million of debt that was tendered to it, with
proceeds from the $200 million in convertible subordinated
debentures it issued in late December 2009.


GENERAL GROWTH: Blackstone May Join Simon's $10-Bil. Offer
----------------------------------------------------------
Simon Property Group, Inc., has lined up deep-pocked investors,
including Blackstone Group LP and sovereign wealth funds, to join
its bid for GGP, The Wall Street Journal reported.

According to the Journal, the financial partners could be called
up if Simon Property is required to raise its $10 billion bid.
Similarly, these partners could also help Simon Property
recapitalize after it completes the purchase of GGP, the report
stated, citing people familiar with the matter.

Blackstone Group, for one, is in talks with Simon Property,
confirmed two people whose identity is undisclosed as the nature
of the talks is private, Bloomberg News related.

New York-based Blackstone has a lot of capital to put to work and
large investors feel there may be more opportunity at the entity-
level as opposed to competing for individual properties, comments
Dan Fasulo, a managing director at Real Capital Analytics Inc., in
New York in a Bloomberg interview.

Indeed, Blackstone is one of the few investors that can supply
billions of dollars if Simon Property needs it, says WSJ.

Blackstone managed more than $23 billion in real estate assets as
of September 30, 2009 and its real estate funds had more than $12
billion of equity to invest as of June 30, 2009.

                   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: W. Ackman Could Profit $170MM from Simon's Bid
--------------------------------------------------------------
William Ackman, owner of Pershing Square Capital Management, L.P.,
and director at General Growth Properties, Inc., could profit at
least $170 million, or 20 times the price of his stake on GGP
under Simon Property Group, Inc.'s $10 billion bid for GGP's
assets, Bloomberg News reported.

Mr. Ackman owns 23,541,369 shares of GGP's common stock as of
October 2, 2009.  According to filings with the U.S. Securities
and Exchange Commission, Mr. Ackman paid $9.3 million for his
shares of GGP's common stock.

Mr. Ackman's investment was risky because stock investors are
typically wiped out in a bankruptcy, Bloomberg noted.  In
explaining his investment on GGP, Mr. Ackman said in a March 2009
interview with Bloomberg Television that "it's rare for a solvent
company to go bankrupt.  This is a solvent company with a
liquidity problem."

When GGP filed for bankruptcy in April 2009, Mr. Ackman told
Bloomberg in an interview, that the probability of Simon Property,
or the other mall real estate investment trusts buying any of
General Growth's properties on the cheap is zero.

                   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: Eden Prairie Malls Emerge from Chapter 11
---------------------------------------------------------
Debtors Eden Prairie Mall, Inc. and Eden Prairie Mall, L.L.C.
exited Chapter 11 on February 8, 2010, according to a notice filed
with the Court.

The Plan Debtors' Joint Plan of Reorganization is deemed effective
as of February 8, 2010.  Counsel to General Growth, James H.M.
Sprayregen, P.C., at Weil, Gotshal & Manges LLP, in New York, told
the United States Bankruptcy Court for the Southern District of
New York that each of the conditions
precedent to consummation of the Plan have been satisfied or
waived in accordance with the Plan.

After the Effective Date, and without the need for further Court
approval, the Plan Debtors may (a) cause any or all of the Plan
Debtors to be merged into or contributed to one or more of the
Plan Debtors or non-Debtor Affiliates, dissolved or otherwise
consolidated or converted, (b) cause the transfer of assets
between or among the Plan Debtors or non-Debtor Affiliates
or (c) engage in any other transaction in furtherance of the Plan.

The Plan provides for 100% recovery to all holders of Claims
against, and Interests in, the Plan Debtors.

The order confirming the Plan on December 15, 2009, the second
order confirming the Plan on December 23, 2009, the third
order confirming the Plan on January 20, 2010, and the fourth
order confirming the Plan February 16, 2010, and the Plan
establish certain deadlines by which holders of Claims must take
certain actions.

Full-text copies of the Confirmation Orders dated December 15, and
23, 2009, January 20, 2010 and February 16, 2010, are available
for free at:

* http://bankrupt.com/misc/ggp_Dec15ConfirmationOrder.pdf
* http://bankrupt.com/misc/ggp_Dec23ConfOrd.pdf
* http://bankrupt.com/misc/ggp_Jan20ConfOrder.pdf
* http://bankrupt.com/misc/ggp_Feb16ConfOrder.pdf

          Plan Hearing for Seven Debtors on March 3

Judge Gropper will convene a hearing on March 3, 2010, with
respect to confirmation of the Joint Plan of Reorganization and
final approval of the Disclosure Statement as to seven Plan
Debtors.  The Plan Debtors subject to adjournment are:

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

                   About General Growth Properties

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

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

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


GENERAL GROWTH: Vanguard Group Has 0% Equity Stake
--------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission on February 1, 2010, Vanguard Fiduciary Trust Company,
a subsidiary of The Vanguard Group, Inc. filed with the Securities
and Exchange Commission a Schedule 13G/A on February 1, 2010,
citing that it beneficial owns 0 shares of General Growth
Properties, Inc.'s common stock, representing 0.00% of GGP's total
outstanding shares.

GGP has 313,832,656 shares of common stock as of November 4, 2009.

Vanguard Fiduciary directs the voting of these shares.
Vanguard Fiduciary is investment manager of collective trust
accounts.

                   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)


GLOBAL CROSSING: CEO John Legere to Get $350,681 2009 Bonus
-----------------------------------------------------------
Effective February 12, 2010, the Board of Directors of Global
Crossing Limited and the Compensation Committee of the Board
approved a payout of 31.9% of annual bonus target under the
Company's 2009 discretionary incentive compensation bonus program.
All of the bonus payable under the 2009 bonus program will be
payable in cash.

The dollar value of the bonus payouts to executive officers --
other than Global Crossing's former Chief Financial Officer, Jean
Mandeville, whose employment with the Company terminated on
September 30, 2008 -- named in the Summary Compensation Table of
the Company's proxy statement for its 2009 Annual General Meeting
of Shareholders are:

                          2009 Annual Bonus

     John J. Legere, CEO                           $350,681.69
     David R. Carey, EVP - Marketing                $88,068.92
     Daniel J. Enright, EVP - Global Operations     $82,888.40
     John A. Kritzmacher, CFO                      $102,574.39
     John B. McShane, EVP and Gen. Counsel          $81,852.29

                        About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
and its subsidiaries are a global communications service provider,
serving many of the world's largest corporations, government
entities and many other telecommunications carriers, providing a
full range of Internet Protocol and managed data and voice
products and services.  The Company's network delivers services to
nearly 700 cities in more than 60 countries and six continents
around the world.  The Company operates as an integrated global
services provider with operations in North America, Europe, Latin
America and a portion of the Asia/Pacific region, providing
services that support a migration path to a fully converged IP
environment.

At December 31, 2009, Global Crossing had total assets of
$2.488 billion and total liabilities of $2.848 billion, resulting
in a $360 million stockholders' deficit.  Global Crossing has
remained in the red for the sixth consecutive year since emerging
from bankruptcy protection in December 2003.  For the 2009 fiscal
year, it reported a net loss of $141 million.


GLOBAL CROSSING: FMR, Fidelity Own 14.952% of Common Stock
----------------------------------------------------------
FMR LLC and Edward C. Johnson 3d disclosed that they may be deemed
to own 8,994,244 shares or roughly 14.952% of the common stock of
Global Crossing Ltd.

Fidelity Management & Research Company, a wholly owned subsidiary
of FMR LLC, is the beneficial owner of 8,814,744 or 14.654% of
Global Crossing shares as a result of acting as investment adviser
to various investment companies registered under Section 8 of the
Investment Company Act of 1940.  The ownership of one investment
company, Fidelity Mid-Cap Stock Fund, amounted to 4,500,000 shares
or 7.481% of the Common Stock outstanding.

                        About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
and its subsidiaries are a global communications service provider,
serving many of the world's largest corporations, government
entities and many other telecommunications carriers, providing a
full range of Internet Protocol and managed data and voice
products and services.  The Company's network delivers services to
nearly 700 cities in more than 60 countries and six continents
around the world.  The Company operates as an integrated global
services provider with operations in North America, Europe, Latin
America and a portion of the Asia/Pacific region, providing
services that support a migration path to a fully converged IP
environment.

At December 31, 2009, Global Crossing had total assets of
$2.488 billion and total liabilities of $2.848 billion, resulting
in a $360 million stockholders' deficit.  Global Crossing has
remained in the red for the sixth consecutive year since emerging
from bankruptcy protection in December 2003.  For the 2009 fiscal
year, it reported a net loss of $141 million.


GLOBAL CROSSING: Reports Net Loss for 6th Consecutive Year
----------------------------------------------------------
Global Crossing Ltd. on Tuesday filed with the Securities and
Exchange Commission its annual report on Form 10-K for the year
ended December 31, 2009.  Global Crossing has remained in the red
for the sixth consecutive year since emerging from bankruptcy
protection in December 2003:

          Year                     Net Loss
          ----                     --------
          2009                   $141 million
          2008                   $284 million
          2007                   $312 million
          2006                   $324 million
          2005                   $354 million
          2004                   $336 million

Revenues were $2.536 billion for 2009 from $2.599 billion for
2008.

At December 31, 2009, the Company had total assets of
$2.488 billion and total liabilities of $2.848 billion, resulting
in a $360 million stockholders' deficit.

One year after emerging from its 2003 bankruptcy, Global Crossing
reported stockholders' equity of $51 million at December 31, 2004.
The Company swung to a shareholders' deficit of $173 million as at
December 31, 2005.

At December 31, 2009, Global Crossing's available liquidity
consisted of $477 million of unrestricted cash and cash
equivalents.  In addition, at December 31, 2009, the Company also
held $16 million in restricted cash and cash equivalents.  Its
restricted cash and cash equivalents comprise cash collateral for
letters of credit or performance bonds issued in favor of certain
of its vendors and deposits securing real estate obligations.

Global Crossing said operating cash flows in 2010 will be
adversely impacted by $55 million of incremental annual interest
expense primarily resulting from the issuance of the 12% Senior
Secured Notes due September 15, 2015, and associated refinancing.

Global Crossing also said the vast majority of its long-term debt
and capital lease obligations mature after 2010.  However, Global
Crossing has $86 million related to various debt agreements that
become due and payable in the next 12 months (including
$11 million of bonds issued by Global Crossing Impsat's Colombian
subsidiary.  With regard to Global Crossing's major debt
instruments, (i) the $144 million original principal amount of its
5% Convertible Notes matures in 2011 (subject to earlier
conversion into Global Crossing Ltd. common stock at the
conversion price of $22.98 per share); (ii) the $439 million
original principal amount of the Global Crossing UK Notes matures
in 2014, of which Global Crossing anticipates making an offer of
$19 million in respect to the 2009 Excess Cash Offer; and (iii)
the $750 million original principal amount of the 12% Senior
Secured Notes matures in 2015.

If cash on hand at the time any of these debt instruments mature
is insufficient to satisfy these and other debt repayment
obligations, Global Crossing said it would need to access the
capital markets to meet liquidity requirements.

A full-text copy of the Company's annual report on Form 10-K is
available for free at http://ResearchArchives.com/t/s?54ed

                        About Global Crossing

Based in Hamilton, Bermuda, Global Crossing Limited (NASDAQ: GLBC)
and its subsidiaries are a global communications service provider,
serving many of the world's largest corporations, government
entities and many other telecommunications carriers, providing a
full range of Internet Protocol and managed data and voice
products and services.  The Company's network delivers services to
nearly 700 cities in more than 60 countries and six continents
around the world.  The Company operates as an integrated global
services provider with operations in North America, Europe, Latin
America and a portion of the Asia/Pacific region, providing
services that support a migration path to a fully converged IP
environment.


GMAC INC: Considers IPO to Repay Government Bailout
---------------------------------------------------
Dow Jones Newswires' Michael R. Crittenden and Josh Mitchell
report that GMAC Financial Services' Chief Executive Michael
Carpenter said the Company plans to return to the stock markets
with an initial public offering in the next two years.  He said an
IPO would allow GMAC to begin repaying the U.S. loans, a process
that he said could take several years.  Dow Jones relates Mr.
Carpenter also said he didn't expect GMAC to seek additional
government aid.

According to Dow Jones, during a congressional hearing Thursday on
the government's intervention in the auto industry during the
financial crisis, Mr. Carpenter said while the IPO is unlikely to
allow for a full repayment, it would pave the way for subsequent
offerings.  "This would allow us to return to being an investment-
grade credit, reducing our capital requirements, and begin the
process of paying back the U.S. taxpayer in full," he said.

"GMAC is also now able to secure external funding for its ongoing
operations, a critical step toward its independence," the Treasury
officials, Jim Millstein and Ron Bloom, said in a joint statement
before the Congressional Oversight Panel, according to Dow Jones.

Mr. Millstein, the Treasury's chief restructuring officer, said he
didn't anticipate GMAC needing more government money beyond the
U.S. aid it had already received, totaling about $16.3 billion.

Dow Jones also reports Mr. Carpenter said GMAC was exploring a
number of options for its Residential Capital unit.  He said the
ResCap business has been successfully walled off from the rest of
the organization, and that a strategic plan was in the works.  He
added that GMAC was in the process of selling some of its mortgage
assets.

                   About GMAC Financial Services

GMAC -- http://www.gmacfs.com/-- is a bank holding company with
15 million customers worldwide.  As a global financial services
institution, GMAC's business operations include automotive
finance, mortgage operations, insurance and commercial finance.
The Company also offers retail banking products through its online
bank, Ally Bank.

                           *     *     *

As reported by the Troubled Company Reporter on February 8, 2010,
Moody's Investors Service upgraded the senior unsecured rating of
GMAC and GMAC-supported subsidiaries to B3 from Ca, with a stable
rating outlook.  The long-term rating of mortgage finance
subsidiary Residential Capital was affirmed at C, with a stable
rating outlook.

The TCR on January 29, 2010, reported that Standard & Poor's
Ratings Services raised its long-term counterparty credit rating
on both GMAC and Residential Capital to 'B' from 'CCC'.  The 'C'
short-term ratings and the 'C' preferred securities ratings are
affirmed.  S&P also affirmed the recovery ratings on senior
secured debt at Residential Capital LLC and raising the senior
secured debt ratings.  The outlook on both entities is stable.


HEALTHSOUTH CORP: BlackRock Holds 8.68% of Common Stock
-------------------------------------------------------
BlackRock Inc. said it may be deemed as of December 31, 2009, to
beneficially own 8,158,730 shares or roughly 8.68% of HealthSouth
Corporation common stock.

Birmingham, Alabama, HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

As of December 31, 2009, the Company had total assets of
$1.681 billion against total liabilities of $2.191 billion and
convertible perpetual preferred stock of $387.4 million.


HEALTHSOUTH CORP: T. Rowe Price Holds 9% of Common Stock
--------------------------------------------------------
T. Rowe Price Associates, Inc., and T. Rowe Mid-Cap VALUE Fund,
Inc., disclosed that as of December 31, 2009, they may be deemed
to beneficially own 8,418,407 shares or roughly 9.0% of the common
stock of HealthSouth Corporation.

Birmingham, Alabama, HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

As of December 31, 2009, the Company had total assets of $1.681
billion against total liabilities of $2.191 billion and
convertible perpetual preferred stock of $387.4 million.


HEALTHSOUTH CORP: Wellington Management Holds 5.59% of Shares
-------------------------------------------------------------
Wellington Management Company, LLP, said that, in its capacity as
investment adviser, it may be deemed as of December 31, 2009, to
beneficially own 5,214,451 shares or roughly 5.59% of HealthSouth
Corporation common stock.  The shares are held of record by
clients of Wellington Management.

Birmingham, Alabama, HealthSouth Corporation (NYSE: HLS) --
http://www.healthsouth.com/-- is the nation's largest provider of
inpatient rehabilitative healthcare services.  Operating in 26
states across the country and in Puerto Rico, HealthSouth serves
patients through its network of inpatient rehabilitation
hospitals, long-term acute care hospitals, outpatient
rehabilitation satellites, and home health agencies.

As of December 31, 2009, the Company had total assets of
$1.681 billion against total liabilities of $2.191 billion and
convertible perpetual preferred stock of $387.4 million.


HEARTLAND PUBLICATIONS: Disclosure Statement Hearing Today
----------------------------------------------------------
Heartland Publications, LLC, and its units will seek approval at a
hearing today, February 26, of the adequacy of the information in
the disclosure statement explaining its amended Chapter 11 plan of
reorganization.

The Debtors expect to get approval of the Disclosure Statement
after Goldman Sachs withdrew its objections to the Disclosure
Statement, and no other objections to the Disclosure Statement or
Solicitation Procedures have been filed.

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

The Debtors have already obtained support of the Plan from a
requisite number of first-lien lenders, led by GE Capital as
agent, support Heartland Publications.

The Plan, as amended, proposes to give new $70 million term loans
and 90% of the new equity to holders of $113.7 million in
prepetition first-lien debt.  If the prepetition second lien
lenders owed $44.9 million vote for the Plan, they will receive a
class of equity interests representing 15% of equity value in
excess of the difference between $20 million and payments under a
management incentive plan.  Unsecured creditors are to be paid in
full if second-lien creditors vote for the Plan.  If second lien
claimants in Class 4 votes to reject the Plan and the Bankruptcy
Court determines in response to an objection filed by the holder
of a second lien claim, then holders of allowed general unsecured
claims will receive no property or distribution under the Plan.

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

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

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

                  About Heartland Publications

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

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


HSH DELAWARE: Lenders Want Trustee to Replace Management
--------------------------------------------------------
Prepetition lenders of HSH Delaware GP LLC, et al., ask the U.S.
Bankruptcy Court for the District of Delaware to:

   -- direct the appointment of a trustee to be in possession, and
      to manage the affairs and operations, of the estates of the
      Debtors; or

   -- in the alternative, terminate the Debtors' exclusive rights
      to allow lenders to file and solicit acceptances of a
      Chapter 11 Plan.

The lenders consist of The Royal Bank of Scotland N.V. fka ABN
AMRO Bank N.V., Commerzbank AG, Filiale Luxembourg, The Royal Bank
of Scotland plc, Landsbanki Islands hf. Amsterdam branch, Lloyds
TSB Bank plc, and Credit Agricole Corporate and Investment Bank
fka Calyon.

The lenders relate that the ongoing disputes between the lenders
and the Debtors' management reached a level of acrimony and
distrust that there is a little likelihood of the parties reaching
a consensual resolution in the Chapter 11 cases.

The lenders propose a hearing on the appointment of a Chapter 11
trustee on March 15, 2010, at 10:30 a.m. (ET.)  Objections, if
any, are due on March 8, 2010, at 4:00 p.m. (ET.)

                        About HSH Delaware

HSH Delaware GP LLC is based in Wilmington, Delaware.

Nine HSH partnerships were created in 2006 to buy a 26% stake in
HSH Nordbank AG, the world's largest shipping financier, from
WestLB AG for about EUR1.25 billion ($1.76 billion).  The
partnerships received unsecured term and revolving loans of
EUR375 million from ABN AMRO bank to fund the purchase of HSH
Nordbank shares.

As reported by the Troubled Company Reporter on September 9, 2009,
creditors with claims aggregating $27.8 million filed a petition
to send affiliate HSH Delaware LP to Chapter 7 liquidation (Bankr.
D. Del. Case No. 09-13145).  Commerzbank AG, Lloyds TSB Bank Plc,
ABN Amro Bank NV, Calyon, Royal Bank of Scotland Plc and
Landsbanki Islands HF filed the involuntary Chapter 7 petition.

HSH Delaware filed for Chapter 11 bankruptcy protection on
January 21, 2010 (Bankr. D. Delaware Case No. 10-10187).  The
Company listed $100,000,001 to $500,000,000 in assets and
$100,000,001 to $500,000,000 in liabilities.

HSH Delaware's affiliates -- HSH Delaware L.P.; HSH Luxembourg
S.a.r.l.; HSH Luxembourg Coinvest S.a.r.l.; HSH Delaware GP LLC;
HSH Alberta I L.P.; HSH Alberta II L.P.; HSH Alberta V L.P.; HSH
Coinvest (Alberta) L.P.; JCF HSH (DE) GP LP; HSH Delaware L.P.;
HSH Luxembourg S.a.r.l.; and HSH Luxembourg Coinvest S.a.r.l. --
also filed separate Chapter 11 petitions.

John Henry Knight, Esq.; Lee E. Kaufman, Esq.; Mark D. Collins,
Esq.; and Robert J. Stearn Jr., Esq., assist the Debtors in their
restructuring effort.

The Debtors' Canadian Counsel is McCarthy Tetrault LLP.  The
Debtors' Chief Restructuring Officer is H Ronald Weissman.


HUNTER DEFENSE: S&P Affirms 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Hunter
Defense Technologies Inc., including the 'B+' corporate credit
rating.  At the same time, S&P assigned a 'BB' issue-level rating
and '1' recovery rating (indicating 90%-100% recovery in a default
scenario) to the company's $35 million first-lien term loan add-
on.

"On Feb. 16, 2010, Hunter Defense acquired privately held Nordic
Air Inc. (not rated) for a total of about $95 million, including
expenses," said Standard & Poor's credit analyst Christopher
DeNicolo.  Nordic Air manufactures air conditioners and
ventilation units for military and industrial applications and
complements Hunter Defense's similar military products, although
with some overlap, and broadens its customer base with the U.S.
Marines and Air Force.  "The company financed the acquisition with
the proceeds from a $35 million term loan that it added to its
existing credit facility, $34 million of new common equity from
Hunter Defense's equity sponsor and management, $16 million of
cash on hand, and $10 million of Hunter Defense stock," he
continued.

The outlook is stable.  Good demand for the company's products
over the next one to two years should result in modest growth in
revenues, earnings, and cash flows, enabling Hunter Defense to
maintain credit protection measures appropriate for current
ratings.  S&P could lower the ratings if a delay in military
funding constrains liquidity or shifting priorities in defense
spending materially reduce demand for the company's products and
cause debt to EBITDA to increase above 5.5x and funds from
operations to total debt to decline below 5%, or result in tighter
covenant compliance.  S&P could raise the ratings if higher-than-
expected debt reduction results in debt to EBITDA below 3.5x and
management commits to maintaining leverage at or below this level.


INFOLOGIX INC: Registers 3,364,738 Shares for Resale
----------------------------------------------------
InfoLogix, Inc., earlier this month filed with the Securities and
Exchange Commission a registration statement and accompanying
prospectus to register 3,364,738 shares of common stock that may
be sold from time to time by Hercules Technology, Inc., as selling
stockholder, for its own account, including up to an aggregate of
672,948 shares of InfoLogix common stock issuable upon the
exercise of a warrant.

On November 20, 2009, InfoLogix and its subsidiaries completed a
restructuring transaction with Hercules Technology Growth Capital,
Inc., and Hercules Technology I, LLC, a wholly owned subsidiary of
Hercules, pursuant to which $5 million of the Borrowers'
outstanding debt was converted into shares of InfoLogix common
stock and a warrant to purchase shares of InfoLogix common stock,
and the remaining outstanding debt with Hercules was otherwise
restructured.  The Hercules Restructuring also provided InfoLogix
with up to $5 million in additional availability under a revolving
credit facility with Hercules.

In connection with the Hercules Restructuring, on November 20,
2009, InfoLogix entered into a Debt Conversion Agreement with HTI,
pursuant to which HTI exchanged $5 million in existing
indebtedness for (i) 2,691,790 shares of InfoLogix common stock,
and (ii) a warrant to purchase 672,948 shares of InfoLogix common
stock at an exercise price of $1.8575 per share.  The Warrant has
a five-year term, is currently exercisable, and allows for
cashless exercise at the option of HTI.

InfoLogix will not receive any of the proceeds from the sale of
the shares of common stock by the selling stockholder.  However,
InfoLogix will receive the proceeds from the exercise of the
warrant by the selling stockholder, if any, to the extent the
warrant is not exercised on a cashless basis.

InfoLogix common stock is listed on The NASDAQ Capital Market
under the symbol "IFLG."

Hercules may sell all or a portion of the shares of common stock
it beneficially owns and offered from time to time directly or
through one or more underwriters, broker-dealers or agents.  The
sales may be conducted in the open market or in privately
negotiated transactions and at prevailing market prices, fixed
prices or negotiated prices.  The selling stockholder will bear
all discounts, concessions, commissions and similar expenses, if
any, attributable to the sale of shares.  InfoLogix will bear the
other costs, expenses, and fees in connection with the
registration of the shares.

On January 5, 2010, InfoLogix effected a 1-for-25 reverse stock
split of its issued and outstanding shares of Common Stock, par
value $0.00001 per share.  Mr. Musser's disclosure reflects the
post-split number of shares of common stock.

A full-text copy of the registration statement is available at no
charge at http://ResearchArchives.com/t/s?5548

                       About InfoLogix Inc.

Based Hatboro, Pennsylvania, InfoLogix Inc. (NASDAQ: IFLG) --
http://www.infologix.com/-- provides enterprise mobility
solutions for the healthcare and commercial industries.  InfoLogix
uses the industry's most advanced technologies to increase the
efficiency, accuracy, and transparency of complex business and
clinical processes.  With 19 issued patents, InfoLogix provides
mobile managed solutions, on-demand software applications, mobile
infrastructure products, and strategic consulting services to over
2,000 clients in North America including Kraft Foods, Merck and
Company, General Electric, Kaiser Permanente, MultiCare Health
System and Stanford School of Medicine.

At September 30, 2009, the Company had total assets of $42,332,000
against total liabilities of $45,512,000, resulting in
stockholders' deficiency of $3,180,000.

                           Going Concern

The Company has said, "Our condensed consolidated financial
statements for the three and nine months ended September 30, 2009,
have been prepared on a going concern basis, which contemplates
continuing operations, securing additional debt or equity
financing, selling certain assets, and realizing assets and
liabilities in the ordinary course of business.  However, we have
incurred significant net losses from 2006 through 2009, including
net losses of $11,513 for the nine months ended September 30, 2009
and have accumulated a stockholders' deficiency of $3,180.  We
have substantial liquidity requirements including monthly interest
on our outstanding debt and those related to the repayment of our
revolving line of credit that comes due on May 1, 2011, as well as
to earn out payments for past acquisitions.  Though we are taking
measures to improve our liquidity, we do not currently expect to
generate sufficient cash flow from operations to fund those
obligations."


INFOLOGIX INC: Secures $3MM Financing in Revised Hercules Loan
--------------------------------------------------------------
InfoLogix, Inc., and its subsidiaries on February 19, 2010,
entered into Amendment No. 1 to the Amended and Restated Loan and
Security Agreement dated November 20, 2009, with Hercules
Technology Growth Capital, Inc.

Under the Amendment, InfoLogix, Inc., and its subsidiaries, as
borrowers, may request up to $3 million for use in purchasing
equipment.  The Borrowers may borrow, in minimum increments of
$250,000, under the Equipment Loan subject to valid, verified
purchase orders acceptable to Hercules from suppliers approved by
Hercules in its sole discretion.

In connection with any advances, the Borrowers will be charged a
fee of 3% of the purchase price identified in the relevant
purchase orders.

All customer receipts related to sales of products financed under
the Equipment Loan will be placed in a lockbox account under the
exclusive control of Hercules.  Hercules will apply customer
receipts as follows:

     -- 103% of the purchase price identified in the relevant
        purchase orders relating to each item for which payment
        has been received first, to the Fee, second, to the
        outstanding principal on the Equipment Loan, and third, to
        all other obligations on or relating to the Equipment
        Loan;

     -- After such application, any excess amounts in the lockbox
        will be returned to the Borrowers provided that no event
        of default exists or could reasonably be expected to exist
        (with the passage of time or the giving of notice or
        both).

If an event of default exists or could reasonably be expected to
exist, Hercules may apply the excess amount in the lockbox to the
Equipment Loan or any other obligations under the Loan Agreement.

The Borrowers granted Hercules the right to factor any customer
receivables related to sales of products financed under the
Equipment Loan.  In the event Hercules chooses to factor any of
the receivables, any factoring costs will be deducted from amounts
that the Borrowers would ultimately receive from the lockbox
collections.

The Equipment Loan bears interest at a rate of 1.5% per month.
Failure to maintain specified financial covenants under the Loan
Agreement, as well as certain other events, are events of default
under the Amendment.  The commitment terminates on April 30, 2010.
All amounts outstanding on the Equipment Loan mature upon the
earlier of collection of all related customer receivables or
December 31, 2010.

A full-text copy of Amendment No. 1, dated as of February 19,
2010, to the Amended and Restated Loan and Security Agreement,
dated as of November 20, 2009, by and among InfoLogix, Inc.,
InfoLogix Systems Corporation, Embedded Technologies, LLC, Opt
Acquisition, LLC, and InfoLogix - DDMS, Inc., as Borrowers, and
Hercules Technology Growth Capital, Inc., as Lender, is available
at no charge at http://ResearchArchives.com/t/s?5547

                       About InfoLogix Inc.

Based Hatboro, Pennsylvania, InfoLogix Inc. (NASDAQ: IFLG) --
http://www.infologix.com/-- provides enterprise mobility
solutions for the healthcare and commercial industries.  InfoLogix
uses the industry's most advanced technologies to increase the
efficiency, accuracy, and transparency of complex business and
clinical processes.  With 19 issued patents, InfoLogix provides
mobile managed solutions, on-demand software applications, mobile
infrastructure products, and strategic consulting services to over
2,000 clients in North America including Kraft Foods, Merck and
Company, General Electric, Kaiser Permanente, MultiCare Health
System and Stanford School of Medicine.

At September 30, 2009, the Company had total assets of $42,332,000
against total liabilities of $45,512,000, resulting in
stockholders' deficiency of $3,180,000.

                           Going Concern

The Company has said, "Our condensed consolidated financial
statements for the three and nine months ended September 30, 2009,
have been prepared on a going concern basis, which contemplates
continuing operations, securing additional debt or equity
financing, selling certain assets, and realizing assets and
liabilities in the ordinary course of business.  However, we have
incurred significant net losses from 2006 through 2009, including
net losses of $11,513 for the nine months ended September 30, 2009
and have accumulated a stockholders' deficiency of $3,180.  We
have substantial liquidity requirements including monthly interest
on our outstanding debt and those related to the repayment of our
revolving line of credit that comes due on May 1, 2011, as well as
to earn out payments for past acquisitions.  Though we are taking
measures to improve our liquidity, we do not currently expect to
generate sufficient cash flow from operations to fund those
obligations."


INFOLOGIX INC: Wayne Hoch Steps Down as Director
------------------------------------------------
Wayne D. Hoch resigned as a director of InfoLogix, Inc. on
February 17, 2010.  His resignation was not due to any
disagreement with the Company.

As of the date of his resignation, Mr. Hoch was the Chairman and
the "audit committee financial expert" -- as such term is defined
in Item 407(d)(5)(ii) of Regulation S-K as adopted by the
Securities and Exchange Commission -- of the Audit Committee of
the Board of Directors, as well as a member of the Compensation
Committee and the Nominating and Governance Committee of the Board
of Directors.

                       About InfoLogix Inc.

Based Hatboro, Pennsylvania, InfoLogix Inc. (NASDAQ: IFLG) --
http://www.infologix.com/-- provides enterprise mobility
solutions for the healthcare and commercial industries.  InfoLogix
uses the industry's most advanced technologies to increase the
efficiency, accuracy, and transparency of complex business and
clinical processes.  With 19 issued patents, InfoLogix provides
mobile managed solutions, on-demand software applications, mobile
infrastructure products, and strategic consulting services to over
2,000 clients in North America including Kraft Foods, Merck and
Company, General Electric, Kaiser Permanente, MultiCare Health
System and Stanford School of Medicine.

At September 30, 2009, the Company had total assets of $42,332,000
against total liabilities of $45,512,000, resulting in
stockholders' deficiency of $3,180,000.

                           Going Concern

The Company has said, "Our condensed consolidated financial
statements for the three and nine months ended September 30, 2009,
have been prepared on a going concern basis, which contemplates
continuing operations, securing additional debt or equity
financing, selling certain assets, and realizing assets and
liabilities in the ordinary course of business.  However, we have
incurred significant net losses from 2006 through 2009, including
net losses of $11,513 for the nine months ended September 30, 2009
and have accumulated a stockholders' deficiency of $3,180.  We
have substantial liquidity requirements including monthly interest
on our outstanding debt and those related to the repayment of our
revolving line of credit that comes due on May 1, 2011, as well as
to earn out payments for past acquisitions.  Though we are taking
measures to improve our liquidity, we do not currently expect to
generate sufficient cash flow from operations to fund those
obligations."


INTERNATIONAL LEASE: Moody's Puts 'Ba2' Rating on $750 Mil. Notes
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to International
Lease Finance Corporation's privately offered $750 million five-
year secured term loan.  ILFC's other ratings, including its B1
senior unsecured rating, are not affected by the new transaction.
The outlook for ILFC's ratings is negative.

The new term loan is secured by a first priority perfected lien,
or the equivalent, on specific ILFC aircraft and associated
equipment and leases.  ILFC will use the proceeds of the loan to
repay principal and interest of currently outstanding
indebtedness, fees and expenses associated with the new financing,
and for general corporate purposes.

The Ba2 rating assigned to the term loan is two notches above
ILFC's B1 corporate family rating, based upon loan terms that
meaningfully lower secured creditors' risk of loss compared to
holders of ILFC's unsecured obligations.  A supporting factor in
the two-notch uplift is the initial collateral coverage provided
by the asset pool, based upon appraised values and ILFC's net
investment.  To maintain the collateral cushion, ILFC will be
required to quarterly certify its compliance with a 63% maximum
loan-to-value covenant.  ILFC will be able to cure LTV covenant
deficiencies, should any arise, through loan repayments and
collateral substitution.  For purposes of covenant certification,
the aircraft comprising the collateral pool will be re-appraised
semi-annually.

To ensure acceptable pool diversity, the collateral will be
subject to concentration limits relating to aircraft type (wide-
or narrow-body), model, lessee, and country of operation.
Furthermore, the aircraft pool is subject to an average age
restriction.  Moody's anticipates that ILFC will have adequate
alternate unencumbered aircraft available for substitution to
maintain the required collateral pool characteristics and LTV
restrictions during the loan term.

The Ba2 rating also anticipates a transition in ILFC's funding
profile toward greater use of secured debt in its capital
structure.  To generate cash to repay its significant upcoming
unsecured debt maturities, ILFC will likely seek to issue
additional secured debt and sell certain assets, as it is
currently unable to economically access its traditional unsecured
funding sources.  The notching uplift incorporated into the Ba2
rating is consistent with Moody's current estimate of ILFC's
future capital structure, taking into consideration the
anticipated shifts in its funding profile.

In its last ILFC rating action dated December 18, 2009, Moody's
downgraded ILFC's senior unsecured rating to B1 from Baa3 and its
short-term rating to Not Prime from Prime-3, with a negative
outlook.

International Lease Finance Corporation, headquartered in Los
Angeles, California, is a major owner-lessor of commercial
aircraft.


INTERNATIONAL COAL: S&P Puts 'B-' Rating on Positive Watch
----------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its ratings
on International Coal Group LLC, including its 'B-' corporate
credit rating, on CreditWatch with positive implications.

At the same time, S&P withdrew its rating on the company's
$100 million revolving credit facility due June 2011 as a result
of the recent refinancing of this facility.

"The CreditWatch placement reflects the recent refinancing of the
company's revolving credit facility with a new asset-based
revolving credit facility and S&P's expectation that the company
will maintain credit measures at a level S&P would consider good
for the rating," said Standard & Poor's credit analyst Sherwin
Brandford.  "Despite ICG's performance in 2010 likely being weaker
than 2009 as a result of lower coal volumes, S&P expects debt to
EBITDA to remain below 3.5x and slightly positive free cash flow."

Previously, the company was operating under an amended revolving
credit facility that matured in 2011 and contained financial
maintenance covenants that were scheduled to readjust during 2010.
The new facility contains limited maintenance covenants and
matures in 2014, which S&P believes will provide adequate near
term liquidity given S&P's expectation for financial performance.

The CreditWatch listing means that S&P could affirm or raise the
ratings following the completion of its review, which will focus
on its assessment of the company's near term operating prospects,
overall financial profile, and liquidity position.


JAPAN AIRLINES: Plans 5% Pay Cuts, No Bonuses in FY2010
-------------------------------------------------------
Japan Airlines Corp. has presented to eight labor unions plans to
reduce employee pay by 5% and eliminate bonuses in the fiscal year
which begins in April 2010, the MarketWatch reported citing the
Japanese business daily Nikkei.

The airline will consider adopting similar pay cuts for workers at
other group firms, corresponding with their respective wage
structures, the MarketWatch says.

According to Reuters, the wage cuts are to be implemented from
April with the airline targeting a reduction of annual personnel
costs by 30 billion yen ($332.8 million).

All employees at Japan Airlines International Co, the group's core
flight operations firm that handles domestic and overseas flights,
would be subject to the revised pay structure, Reuters adds.

Reuters also quoted Nikkei reporting that the airline would also
consider adopting similar pay cuts for workers at other group
firms, corresponding with their respective wage structures.

Reuters further cited Nikkei as saying that JAL, Asia's largest
airline by revenue, was also looking to freeze regularly scheduled
pay increases and promotions under its proposed plan.

                        About Japan Airlines

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

                          *     *     *

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

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

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.

(http://bankrupt.com/newsstand/or 215/945-7000)


JAPAN AIRLINES: Reports Traffic Data for December
-------------------------------------------------
Japan Airlines announced on February 12, 2010, their monthly
traffic data for the month of December 2009.  The Monthly Traffic
Data consist of a (1.1) JAL Group International Passenger Traffic
Data - FY2009, (1.2) Month International Passenger Route Traffic
Data - December 2009, (2) JAL Group Total Domestic Passenger
Traffic - FY2009, (3) JAL Group Cargo Traffic Data - FY2009, and
(4) Monthly JAL Group Flight Operation Data - December 2009.

A spreadsheet file of the December Monthly Traffic Data is
available for free at:

         http://bankrupt.com/misc/JAL_DEC09TrafficData

                        About Japan Airlines

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

                          *     *     *

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

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

Bankruptcy Creditors' Service, Inc., publishes Japan Airlines
Bankruptcy News.  The newsletter tracks the Chapter 15 proceedings
and the bankruptcy proceedings in Tokyo undertaken by Japan
Airlines Corp. and its various affiliates.

(http://bankrupt.com/newsstand/or 215/945-7000)


JENNIFER CONVERTIBLES: To be Delisted From Amex
-----------------------------------------------
Jennifer Convertibles, Inc., has received a notice from the NYSE
Amex, LLC informing the Company that the Exchange intends to file
a delisting application with the Securities and Exchange
Commission.  As previously disclosed in a press release and a
Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on January 12, 2010, the Exchange had advised
the Company that it was not in compliance with the continued
listing requirements, since its stockholders' equity was below
$2,000,000 and it had reported losses from continuing operations
and net losses in two of its three most recent fiscal years.

The Company was offered an opportunity to submit a plan of
compliance by February 12, 2010, addressing how it intended to
regain compliance, but it elected not to submit a plan.

The Company understands that its stock will cease trading on the
Exchange effective March 8, 2010.  It is taking steps to have the
stock listed for trading on the Over-The-Counter Bulletin Board
effective as of the opening of business on March 8, 2010.  In the
event that the stock is not listed on the Over-The-Counter
Bulletin Board by March 8, 2010, the stock will trade on the Pink
Sheets until it is listed.

                  About Jennifer Convertibles

Jennifer Convertibles is the owner and licensor of the largest
group of sofabed specialty retail stores in the United States,
with 144 Jennifer Convertibles(R) stores and is the largest
specialty retailer of leather furniture with 13 Jennifer Leather
stores.  Following a transaction with the former affiliated
private company, as of February 25, 2010, the Company owns 157
stores and operates five licensed Ashley Furniture HomeStores.


LANDAMERICA FIN'L: Waterstone Owns 9.92% of Stock
-------------------------------------------------
In separate regulatory filings with the Securities and Exchange
Commission dated February 12, 2010, these entities disclose the
number of shares of LandAmerica Financial Group, Inc.'s common
stock they may be deemed to beneficially own:

                                           LFG Stock   Equity
                                          Beneficially Stake
Entity                                      Owned      in LFG
------                                   ------------  ------
Waterstone Asset Management LLC             1,704,705   9.92%
Waterstone Market Neutral Master Fund, Ltd.
Waterstone Capital Offshore Advisors, LP

Dimensional Fund Advisors LP                      300    0%

Waterstone Asset Management LLC may be deemed to be the
beneficial owner of the securities by virtue of its role as the
general partner of the investment manager of the investment fund
which owns the securities.  Waterstone Capital Offshore Advisors
LP may be deemed to be the beneficial owner of the securities by
virtue of its role as the investment manager of the investment
fund which owns the securities.

Dimensional Fund Advisors LP, an investment adviser registered
under Section 203 of the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies
registered under the Investment Company Act of 1940, and serves
as investment manager to certain other commingled group trusts
and separate account.  In certain cases, subsidiaries of
Dimensional Fund Advisors LP may act as an adviser or sub-adviser
to certain Funds.  In its role as investment advisor, sub-adviser
or manager, neither Dimensional Fund Advisors LP nor its
subsidiaries possess voting or investment power over the
securities of LFG that are owned by the Funds, and may be deemed
to be the beneficial owner of the shares of LFG held by the
Funds.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc. filed for Chapter 11 protection Nov. 26,
2008 (Bankr. E.D. Va. Lead Case No. 08-35994).  Attorneys at
Willkie Farr & Gallagher LLP and McGuireWoods LLP serve as co-
counsel.  Zolfo Cooper is the restructuring advisor.  Epiq
Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LAUTH INVESTMENT: Borrowers Plan Assures 100% Payment
-----------------------------------------------------
Moores Chapel Partners, LLC, and related entities that include
Brier Creek Medical Associates Two, LLC, have filed a proposed
plan of reorganization and explanatory disclosure statement.

Moores, et al., are affiliates of Lauth Investment Properties LLC,
that have secured debt to Wells Fargo Bank, National Association
and Wachovia Bank, National Association.

The Plan is a product of successful negotiations between the
Subject-Borrowers and the secured creditors over $87 million in
secured obligations.

Under the Plan, unsecured creditors and interest holders of the
Subject-Borrowers would have 100% recovery.

The holders of secured claims are the only impaired class under
the Plan and, thus, the only class entitled to vote to accept or
reject the Plan, although the Plan seeks to repay in full, over
time, the Lenders' Allowed Secured Claims in those amounts shown
in the Loan Modification Term Sheet.  All other classes are
unimpaired and are therefore conclusively presumed to accept the
Plan.

Cash distributions under the Plan will be funded from operations
and the DIP Facility.

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

The Subject-Borrowers also ask the Court to approve the schedule
in connection with the solicitation of votes on, and the
confirmation of, the Plan:

   Voting Deadline            March 22, 2010 at 5:00 p.m.
                              (prevailing Eastern Time)

   Objection Deadline         March 22, 2010 at 5:00 p.m. (EST)

   Confirmation Hearing       March 26, 2010 at [____] p.m. (EST)

             About Lauth Investment Properties, LLC,

Indianapolis, Indiana-based Lauth Investment Properties, LLC, and
its two affiliates filed for Chapter 11 bankruptcy protection on
May 1, 2009 (Bankr. S.D. Ind. Case No. 09-06065).  Jeffrey J.
Graham, Esq., at Taft Stettinius & Hollister LLP and Jerald I.
Ancel, Esq., at Taft Stettinius & Hollister LLP assist the Debtors
in their restructuring efforts.  Lauth Investments listed
$1,000,001 to $10,000,000 in assets and $1,000,001 to $10,000,000
in debts.

Carmel-based Lauth Property Group is one of the nation's top
developers.  Lauth Investment Properties, LIP Development, and LIP
Investment are three holding companies affiliated with Lauth
Property.


LEAP WIRELESS: Morgan Stanley Reports 0.4% Equity Stake
-------------------------------------------------------
Morgan Stanley disclosed that as of December 31, 2009, it may be
deemed to beneficially own 340,940 shares or roughly 0.4% of Leap
Wireless International, Inc. common stock.

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: T. Rowe Price Reports 10.5% Stake
------------------------------------------------
T. Rowe Price Associates, Inc., disclosed that as of December 31,
2009, it may be deemed to beneficially own 8,173,687 shares or
roughly 10.5% of Leap Wireless International, Inc. common stock.

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: Bankruptcy Still Haunting Municipalities
---------------------------------------------------------
Dozens of cities and counties around the country, from Sarasota,
Fla., to Boulder, Colo., lost a total of $1.7 billion when Lehman
filed for bankruptcy because they held Lehman bonds or other
Securities, according to ABI.

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: Noah Education to Repurchase Firm's ADSs
---------------------------------------------------------
Noah Education has completed a block trade to repurchase its ADSs
from Lehman Brothers Bankhaus AG ("Lehman Brothers").

Noah executed a block trade prior to the US market open on
February 24, 2010, to repurchase 656,400 ADSs at US$4.00 per
share, for a total consideration of US$2,625,600.  In conjunction
with this trade, multiple institutional buyers also purchased from
Lehman Brothers an aggregate of 1,273,600 ADSs at US$4.00 per
share, for an additional consideration of US$5,094,400.

Noah's decision to initiate this repurchase stemmed from its
awareness that Lehman Brothers has recently been liquidating its
equity stake in Noah, which has resulted in pressure on its
valuation.  An affiliate of Lehman Brothers, which filed for
bankruptcy in 2008, was one of Noah's private equity investors
prior to its IPO.  Having considered Noah's current trading price,
financial position and liquidity, the Board believes this
transaction represents an appropriate use of available capital,
and that it was in the best interests of Noah's shareholders.
Additionally, this trade helped meet the increased demand for NED
ADSs that the Company has seen recently from various institutional
investors.

The purchase of these ADSs was funded by the Company's available
working capital.  As of December 31, 2009, Noah had cash and cash
equivalents, short-term bank deposits and short-term investments
of RMB800.3 million (US$117.3 million), representing cash per ADS
of US$3.05.

Mr. Dong Xu, Chairman and Chief Executive Officer of Noah,
commented, "The Board's decision to repurchase ADSs from Lehman
Brothers demonstrates our ongoing commitment to act in the best
interests of our shareholders and our confidence that current ADS
price levels do not reflect our potential value.  We are also
delighted by the recent appetite institutional investors have
shown for Noah, signifying that the investment community
recognizes that our track record of operational execution,
combined with robust growth prospects, positions us to drive value
creation.

"Our solid balance sheet and strong cash position afforded us the
flexibility to implement this repurchase of ADSs from Lehman
Brothers and still remain well capitalized to pursue our strategy
of organic and acquisitive growth."

                           About Noah

Noah Education Holdings Limited is a leading provider of
interactive educational content and education services in China.
Noah's core offering includes the development and marketing of
interactive educational courseware content, electronic learning
products, software, kids' English training and after-school
education services.  Noah combines standardized education content
with innovative digital and multimedia technologies to create a
dynamic learning experience and improve academic performance for
kids in China aged 3-19.  Noah has developed a nationwide sales
network, powerful brand image, and accessible and diverse delivery
platforms to bring its innovative content to the student
population.  Noah also provides a kids' English training service
under the brand Little New Star in its direct-owned schools and
approximately 700 franchise schools throughout China.  Noah was
founded in 2004 and is listed on the New York Stock Exchange under
the ticker symbol NED.

                      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)


MCCLATCHY CO: Posts Final Results of Debt Tender Offer
------------------------------------------------------
The McClatchy Company posted the final results of its offer to
purchase for cash any and all of its outstanding 7.125% Notes due
June 1, 2011, and 15.75% Senior Notes due 2014.  Based on the
count provided by the depositary for the Offer, an additional
$834,000 aggregate principal amount of 2011 Notes were validly
tendered on or after February 10, 2010, and prior to 11:59 p.m.,
New York City time on February 24, 2010.  In accordance with the
terms of the Offer, McClatchy will accept all $834,000 of the
validly tendered 2011 Notes at a purchase price of $1,000.00 for
each $1,000 principal amount of 2011 Notes tendered, plus accrued
and unpaid interest on the 2011 Notes from December 1, 2009, to,
but excluding, the date of purchase.  No additional 2014 Notes
were validly tendered on or after February 10, 2010 and prior to
11:59 p.m., New York City time on the Expiration Date.

On February 10, 2010, in connection with the early settlement of
the Offer, McClatchy announced the acceptance and purchase of (i)
$147,215,000.00 aggregate principal amount of 2011 Notes that were
validly tendered on or before 5:00 p.m., New York City time on
February 9, 2010, which, when taken together with the additional
2011 Notes tendered prior to the Expiration Date, would result in
a total of $148,049,000 aggregate principal amount of 2011 Notes
being accepted in the Offer and (ii) $23,850,000.00 aggregate
principal amount of 2014 Notes that were validly tendered on or
before 5:00 p.m., New York City time on February 9, 2010 (the
"Consent Date").

McClatchy expects that the date of payment for the additional
Notes validly tendered on or after February 10, 2010, and prior to
the Expiration Date will be February 26, 2010.  Payment for the
Notes will be made in cash.

This press release is neither an offer to purchase, nor a
solicitation for acceptance of the offer.  The McClatchy Company
is making the Offer only by, and pursuant to the terms of, the
Offer to Purchase and Consent Solicitation Statement and the
related Consent and Letter of Transmittal.

The complete terms and conditions of the tender offer and consent
solicitation are set forth in the Offer to Purchase and Consent
Solicitation Statement, dated January 27, 2010, as amended and
supplemented by Supplement No. 1 to the Offer to Purchase and
Consent Solicitation Statement, dated February 3, 2010, Supplement
No. 2 to the Offer to Purchase and Consent Solicitation Statement,
dated February 4, 2010, and Supplement No. 3 to the Offer to
Purchase and Consent Solicitation Statement, dated February 5,
2010, and the related Consent and Letter of Transmittal, dated
January 27, 2010.

Credit Suisse Securities (USA) LLC was the Lead Dealer Manager and
Solicitation Agent and Lazard Freres & Co. LLC was 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.

                          *     *     *

Troubled Company Reporter said on Feb. 15, 2010, Moody's Investors
Service upgraded The McClatchy Company's Corporate Family Rating
to Caa1 from Caa2, Probability of Default Rating to Caa1 from
Caa2, and senior unsecured and unguaranteed note ratings to Caa2
from Caa3, concluding the review for upgrade initiated on January
27, 2010.  Moody's also assigned definitive B1 ratings to
McClatchy's $875 million senior secured notes due 2017 and the
approximate $397 million extended portion of its senior secured
credit facility, and upgraded the company's speculative-grade
liquidity rating to SGL-2 from SGL-4.  The upgrades reflect
McClatchy's improved liquidity position and reduced near-term
default risk following completion of the company's refinancing,
and its ability to stabilize EBITDA performance through
significant cost reductions.  The rating outlook is stable.

As reported by the Troubled Company Reporter on January 14, 2010,
Fitch Ratings placed The McClatchy Company's Issuer Default Rating
of 'C' on Watch Positive.  In addition, Fitch affirmed these:

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

Approximately $2 billion of debt is affected by Fitch's action.

The TCR on July 2, 2009, said Standard & Poor's Ratings Services
raised its corporate credit rating on McClatchy to 'CC' from 'SD'
(selective default).  The rating outlook is negative.  At the same
time, S&P raised its issue-level rating on each of McClatchy's
senior unsecured notes originally issued by Knight Ridder Inc. to
'C' from 'D'.  All other outstanding ratings on the company were
affirmed.

Moody's on June 29, 2009, lowered McClatchy's corporate family
rating to Caa2 from Caa1 and the probability of default rating to
Caa2/LD from Caa3 upon completion of an exchange offer of
$102.9 million of then existing senior unsecured notes for
$24.2 million of new 15.75% senior unsecured guaranteed notes due
July 2014.  At that time, Moody's also assigned a Caa1 rating
(LGD3 - 42%) to the new 2014 notes.  The PDR was subsequently
changed to Caa2 from Caa2/LD on July 2, 2009.


METALDYNE CORP: Confirms 2 Cent Liquidating Plan
------------------------------------------------
Bill Rochelle at Bloomberg News reports that Metaldyne Corp., now
named Oldco M Corp. following the sale of its business, received
confirmation of its liquidating Chapter 11 plan.

Under the Plan, unsecured creditors with as much as $307.6 million
in claims are promised a recovery of 0.4% to 2.1%.  Secured
creditors, whose claims have been reduced to $750,000 or less,
will be paid in full.  Holders of equity interests won't recover
anything.

A consortium that includes Carlyle Group purchased Metaldyne's
business in August for $39.5 million in cash, about $32 million in
assumed obligations and $425 million in secured debt mostly owned
by the purchasing group.

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

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

                       About Metaldyne Corp.

Metaldyne Corp. -- http://www.metaldyne.com/-- is a global
designer and supplier of metal based components, assemblies and
modules for transportation related powertrain applications
including engine, transmission/transfer case, driveline, and noise
and vibration control products to the motor vehicle industry.  The
new Metaldyne company has approximately $650 million in revenue
with 26 facilities in 12 countries.

Metaldyne was previously a wholly-owned subsidiary of Asahi Tec, a
Shizuoka, Japan-based chassis and powertrain component supplier in
the passenger car/light truck and medium/heavy truck segments.
Asahi Tec is listed on the Tokyo Stock Exchange.

Metaldyne and its affiliates filed for Chapter 11 protection on
May 27, 2009 (Bankr. S.D.N.Y. Case No. 09-13412).  The filing did
not include the company's non-U.S. entities or operations.
Richard H. Engman, Esq., at Jones Day represents the Debtors in
their restructuring efforts.  Judy A. O'Neill, Esq., at Foley &
Lardner LLP serves as conflicts counsel; Lazard Freres & Co. LLC
and AlixPartners LLP as financial advisors; and BMC Group Inc. as
claims agent.  A committee of Metaldyne creditors is represented
by Mark D. Silverschotz, Esq., and Kurt F. Gwynne, Esq., at Reed
Smith LLP, and the committee tapped Huron Consulting Services,
LLC, as its financial advisor.  For the fiscal year ended
March 29, 2009, the company recorded annual revenues of
approximately US$1.32 billion.  As of March 29, 2009, utilizing
book values, the Company had assets of US$977 million and
liabilities of $927 million.  Judge Glenn approved the sale of
substantially all assets to Carlyle Group in November 2009 for
approximately $496.5 million.


MOVIE GALLERY: Applies for Approval for KCC as Claims Agent
-----------------------------------------------------------
Peter J. Barrett, Esq., at Kutak Rock LLP in Richmond, Virginia,
told the Court that the Debtors may have more than 10,000
potential creditors.  The Debtors believe that the office of the
Clerk of the U.S. Bankruptcy Court for the Eastern district of
Virginia may not be equipped to efficiently and effectively serve
notice on the large number of creditors and parties-in-interest
and administer claims during the Chapter 11 cases.

Moreover, the Debtors believe that the most effective manner of
noticing creditors and parties-in-interest, transmitting,
receiving, docketing and maintaining proofs of claim filed in
connection with the Debtors' Chapter 11 cases and soliciting
ballots in favor of the Debtors' Chapter 11 plan or plans, is for
the Debtors to engage an independent third party to act as the
Debtors' notice, claims and balloting agent, Mr. Barrett
stressed.

In light of these, the Debtors sought and obtained the Court's
authority to employ Kurtzman Carson Consultants LLC as their
notice, claims and balloting agent and pay KCC for its services
without further order of the Court upon KCC's submission to the
Debtors of monthly invoices summarizing in reasonable detail its
services and expenses for which compensation is sought.

According to Mr. Barrett, the Debtors intended to employ KCC as
their official claims, noticing and balloting agent because of
KCC's substantial experience in matters with the size and
complexity of the Debtors' cases.  KCC has developed efficient
and cost-effective methods to properly handle claims processing
and balloting portions of Chapter 11 cases to ensure the orderly
and fair treatment of creditors, equity shareholders and all
parties-in-interest.  Moreover, KCC will work with the Clerk's
Office to ensure that its methodology conforms with all of the
Court's procedures, Mr. Barrett, said.

As Claims, Noticing and Balloting Agent, the Debtors expect KCC
to render these services:

1. Noticing

  (a) Preparing and serving required notices in the Debtors'
      Chapter 11 cases, including:

        (i) notice of the commencement of the Debtors' Chapter
            11 cases and the initial meeting of creditors under
            Section 341 of the Bankruptcy Code;

       (ii) notice of the claims bar date;

      (iii) notice of objections to claims and objections to
            transfers of claims;

       (iv) notices of any hearings on a disclosure statement
            and confirmation of the Debtors' plan or plans of
            reorganization; and

        (v) other miscellaneous notices as the Debtors or the
            Court may deem necessary or appropriate for an
            orderly administration of the Debtors' Chapter 11
            cases.

  (b) Maintain the service lists in conformity with the Debtors'
      proposed case management procedures.

  (c) Prepare for the filing and file with the Clerk's Office a
      certificate or affidavit of service in conformity with
      Rule 5005 1 of the Local Bankruptcy Rules for the Eastern
      District of Virginia that includes (i) an organized list
      of persons on whom a document was served, along with their
      complete addresses and (ii) the date and manner of
      service.

2. Claims Administration

  (a) Maintain official claims registers in each of the Debtors'
      Chapter 11 cases by docketing all proofs of claim and
      proofs of interest in a database that includes:

        (i) the name and address of the claimant or interest
            holder and any agent, if appropriate;

       (ii) the date the proof of claim of proof of interest was
            received by KCC or the Court;

      (iii) the claim number assigned to the proof of claim or
            proof of interest; and

       (iv) the asserted amount and classification of the claim.

  (b) Maintain copies of all proofs of claim and proofs of
      interest filed in the Chapter 11 cases.

  (c) Update the official claims registers in accordance with
      Court orders.

  (d) Implement necessary security measures to ensure the
      completeness and integrity of the claims registers.

  (e) Transmit to the Clerk's Office a copy of the claims
      registers as requested.

  (f) Maintain an up-to-date mailing list for all entities that
      have filed proofs of claim or proofs of interest and make
      the list available upon request to the Clerk's Office or
      any party-in-interest.

  (g) Provide access to the public for examination of copies of
      the proofs of claim or proofs of interest filed in the
      Chapter 11 cases and the claims register at no charge
      during regular business hours.

  (h) Record all transfers of claim, and if directed to do so by
      the Court, provide notice of transfers.

  (i) Establish and maintain a public access Web site setting
      forth pertinent case information and documents relating to
      the Debtors' Chapter 11 cases, including copies of the
      proofs of claim or proofs of interest filed in the
      Chapter 11 cases without charge during regular business
      hours.

3. Balloting Services

  (a) Act as balloting agent, which may include these services:

        (i) printing ballots and coordinating the mailing of
            solicitation packages to all voting and non-voting
            parties;

       (ii) maintaining a call center to receive questions
            regarding voting with respect to any Chapter 11
            plan;

      (iii) receiving ballots at a post office box, inspecting
            ballots for conformity to voting procedures, date
            stamping and numbering ballots consecutively and
            tabulating and certifying the result; and

       (iv) preparing voting reports by plan class, creditor or
            shareholder and amount for review and approval by
            the Debtors and their counsel.

Additionally, KCC will provide other noticing, claims processing,
balloting and related administrative services as may be requested
by the Debtors from time to time.  Moreover, KCC will be
appointed as agent for the Clerk's Office and designated as the
authorized repository for all proofs of claim filed in the
Debtors' Chapter 11 cases and authorized and directed to maintain
official claims registers for each of the Debtors and to provide
the Clerk's Office with a certified duplicate of the Official
claims registers, Mr. Barrett maintains.

The Debtors propose to pay KCC based on KCC's monthly invoice
plus reasonable out of pocket expenses incurred by KCC in
connection with its services.  However, where total fees and
expenses are expected to exceed $10,000 in any single month, KCC
may require advance payment from the Debtors payable upon demand
and prior to the performance of their services.  If the amount is
unpaid within 30 days from the receipt of the invoice, the
company will pay KCC a late charge of 1.5% of the total amount
unpaid every 30 days.

As security for the Debtors' payment obligations for KCC's
services, the Debtors will give KCC a retainer of $50,000, which
KCC will be entitled to hold until the termination of its
employment.  Following termination of KCC's employment, KCC will
return to the Company any amount of the Retainer that remains
after the application of the Retainer to the payment of unpaid
invoices.

The Debtors believe that the fees and expenses incurred by KCC
are administrative in nature, and thus are not subject to
standard fee application procedures, Mr. Barrett averred.

Albert H. Kass, KCC's vice president of corporate restructuring,
assures the Court that KCC neither holds nor represents any
interest materially adverse to the Debtors' estates and KCC is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc. is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.


MOVIE GALLERY: Asks for OK for Sonnenschein as Counsel
------------------------------------------------------
Movie Gallery Inc. and its units seek the Court's authority to
employ Sonnenschein Nath & Rosenthal LLP, as counsel, nunc pro
tunc to the Petition Date.

The Debtors seek to employ Sonnenschein because of its expertise
and extensive experience and knowledge in the field of business
reorganizations under Chapter 11 of the Bankruptcy Code and the
firm's particular knowledge of the Debtors and their 2007
Bankruptcy Case proceedings.

The Debtors believe that Sonnenschein possesses the necessary
familiarity with their businesses, as well as the necessary
bankruptcy experience and expertise to handle the complex and
novel issues that may arise within the reorganization
proceedings.

As their counsel, the Debtors expect Sonnenschein to perform
these services:

(a) provide legal advise with respect to the Debtors' powers
     and duties as Debtors-in-Possession in the continued
     operation of their businesses and management or disposition
     of their property;

(b) all necessary action to protect and preserve the Debtors'
     estates, including the prosecution of actions on behalf of
     the Debtors, defense of any actions commenced against the
     Debtors, negotiations concerning any and all litigation in
     which the Debtors are involved and claims filed against the
     Debtors' estates;

(c) attend meetings and negotiating with representative of
     the creditors and other parties-in-interest;

(d) all necessary motions, answers, orders, reports and other
     legal papers in connection with the administration of the
     Debtors' estates;

(e) represent the Debtors in connection with obtaining
     postpetition financing;

(f) advise the Debtors in connection with any potential sale of
     the assets;

(g) perform any and all other necessary legal services for the
     Debtors in connection with the Debtors' Chapter 11 cases;

(h) all aspects of the confirmation process, including securing
     the approval of a disclosure statement and confirmation of
     a plan of reorganization at the earliest possible date; and

(i) other related or necessary legal advice as may be
     appropriate in connection with the prosecution of the
     Debtors' Chapter 11 cases.

The Debtors propose to pay Sonnenschein on its hourly rates plus
the reimbursement of its reasonable necessary out of pocket
expenses in representing the Debtors.

Sonnenschein received $200,000 retainer in connection with its
preparation for the filing of the Debtors' Bankruptcy
Proceedings.  The amount of the retainer has been reduced by the
application of Sonnenschein's final prepetition charges.

Sonnenschein's hourly rates are:

Professional                         Hourly Rate
------------                         -----------
Partners                            $295 to $890
Associates                          $190 to $525
Paraprofessionals                   $125 to $260

John A. Bicks, Esq., a partner of Sonnenschein, assures the Court
that it does not hold or represent any interest adverse to the
Debtors' estates in matters upon the firm is to be engaged.
Furthermore, Sonnenschein is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b) of the Bankruptcy Code, Mr. Bicks maintains.

The Court will convene a hearing to consider the request on
February 22, 2010, at 10:00 a.m.  Objections will be due by
February 18.

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc. is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.


MOVIE GALLERY: Proposes Kutak Rock as Co-Counsel
------------------------------------------------
Movie Gallery Inc. and its units seek the Court's authority to
employ Kutak Rock LLP, in Richmond, Virginia, as their counsel
pursuant to the terms and conditions set forth in an engagement
letter between the Debtors and Kutak Rock dated January 22, 2010.

Contemporaneously, the Debtors seek the Court's authority to
employ Sonnenschein Nath & Rosenthal LLP, in New York as their
attorneys in the Chapter 11 cases.  The Debtors also seek to
employ Kutak Rock as their conflicts counsel in the Debtors'
Chapter 11 cases, to handle matters in connection with matters
that the Debtors may encounter that cannot be appropriately
handled by Sonnenschein.

The Debtors seek to employ Kutak Rock because of the firm's
expertise, experience, and knowledge practicing before the Court,
its proximity to the Court and its ability to respond quickly to
emergency hearings and other matters in the Court.

Kutak Rock has been representing the Debtors in connection with
the Debtors' 2007 Bankruptcy Cases.  On January 22, 2010, the
Debtors entered into the Engagement Letter with Kutak Rock
regarding contingency planning and the preparation for the
potential commencement and prosecution of their new Chapter 11
cases.

As a result of Kutak Rock's prior and current representation of
the Debtors, Kutak Rock has become familiar with the Debtors'
business, legal and financial affairs.  In addition, Kutak Rock
is well qualified to represent the Debtors based on its
significant bankruptcy practice.

As co-counsel to the Debtors and in coordination with
Sonnenschein, Kutak Rock will render these services:

(a) advise the Debtors with respect to their powers and duties
     as debtors-in-possession in the continued management and
     operation of their business and properties;

(b) advise consult on the conduct of the Chapter 11 cases,
     including all legal and administrative requirements of
     operating in Chapter 11;

(c) taking all necessary action to protect and preserve the
     Debtors' estates, including prosecuting actions on the
     Debtors' behalf, defending any action commenced against the
     Debtors and representing the Debtors' interests in
     negotiations concerning all litigation in which the Debtors
     are involved, including objections to claims filed against
     the Debtors' estates;

(d) prepare appropriate pleadings, including motions,
     applications, orders, reports and papers necessary or
     otherwise beneficial to the administration of the Debtors'
     estates;

(e) act as conflicts counsel to the Debtors in connection
     with matters that cannot be appropriately handled by
     Sonnenschein because of a conflict-of-interest or
     otherwise; and

(d) perform all other necessary or otherwise beneficial legal
     services for the Debtors in connection with the prosecution
     of the Debtors' Chapter 11 cases.

The Debtors intend that the services of Kutak Rock will
complement, and not duplicate, the services to rendered by
Sonnenschein.

The Debtors intend to pay Kutak Rock based on the firm's hourly
rates, and reimburse the firm for their reasonable, necessary
out-or-pocket expenses.

Kutak Rock's hourly rates are:

Professional                         Hourly Rate
------------                         -----------
Partners                            $250 to $525
Of Counsel                          $200 to $450
Associates                          $150 to $295
Paraprofessionals                    $95 to $175

These are the professionals presently expected to have primary
responsibility for providing services to the Debtors:

Name                                 Hourly Rate
----                                 -----------
Michael Condyles, Esq.                      $410
Loc Pfeiffer, Esq.                          $380
Peter J. Barrett, Esq.                      $355
Kimberly A. Pierro                          $260
Jeremy S. Williams, Esq.                    $240
Matthew J. Kurz, Esq.,                      $230

Michael A. Condyles, Esq., a partner of Kutak Rock, assures the
Court that Kutak Rock is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code, and Kutak Rock
does not hold or represent an interest adverse to the Debtors'
estates.

A full-text copy of Kutak Rock's Engagement Letter is available
for free at http://bankrupt.com/misc/MG_kutakrockengltr.pdf

The Court will convene a hearing to consider the request on
February 22, 2010, at 10:00 a.m.  Objections are due February 18.

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc. is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.


MPI AZALEA: Gets Temporary Access to Regal's Cash Collateral
------------------------------------------------------------
The Hon. Margaret H. Murphy of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized, on an interim order, MPI
Azalea, LLC, and its debtor-affiliates to use cash securing
repayment of their debt to Regal Crossing Apartments, L.P.

A hearing on the continued access to the cash collateral will be
held on March 26, at 11:00 a.m. at Courtroom 1201, U.S.
Courthouse, 75 Spring Street, S.W., Atlanta, Georgia.  Objections,
if any, are due on March 2, at 4:00 p.m.

The Debtor owed $10,316,450 to Regions Bank, along with a certain
deed of trust with absolute assignment of leases and rents,
security agreement and fixture.  Regal is now the owner and holder
of the prepetition loan agreements.

The Debtors need access to the cash collateral to fund their
operations postpetition.  Regal consents to the Debtor's limited
use of the cash collateral.

As adequate protection for any diminution in value of Regal's
collateral, the Debtors will grant Regal replacement liens and
superpriority administative expense claim.

The Debtors' authority to use the cash collateral will expire
upon the earlier of (i) 6:00 p.m. (Eastern Time) on the date of
the final hearing; and (ii) occurrence of a termination event.

Atlanta, Georgia-based MPI Azalea, LLC, aka Highland Brooke
Apartments and its affiliates filed for Chapter 11 on January 8,
2010 (Bankr. N.D. Ga. Lead Case No. 09-60803).  Jimmy C. Luke,
Esq., at Foltz Martin, LLC assists the Debtor in its restructuring
effort.  In its petition, the Debtor listed assets and liabilities
both ranging from $10,000,001 to $50,000,000.


NEWLEAD HOLDINGS: Has Deal to Buy 2 Ships; Gets $80-Mil. Loan
-------------------------------------------------------------
NewLead Holdings Ltd. on February 23, 2010, said it has signed a
Stock Purchase Agreement providing for the purchase of two
Kamsarmaxes for an aggregate purchase price of $112.7 million and
signed a Memorandum of Agreement for the sale of the product
tanker Chinook for $8.5 million.

"NewLead's fleet continues to transform, becoming younger and more
versatile," said Mr. Michael S. Zolotas, President and Chief
Executive Officer.  "As we sell non-productive assets, we will be
seeking to add new vessels particularly those with favorable
charters.  These two high quality dry bulk Kamsarmaxes add a
unique class of vessel to our fleet and seven years of revenue
visibility."

The company is acquiring two geared, 80,000 DWT Kamsarmaxes from
COSCO Dalian Shipyard Co. Ltd. to be delivered in the fourth
quarter of 2010 and 2011, respectively.  The charter for the first
vessel is for a five-year initial term at $28,710 (net) a day.
The charter for the second vessel is for a seven-year term at
$27,300 (net) a day.

In relation to this transaction, the Company has entered into a
Memorandum of Agreement for the sale of the product tanker Chinook
for $8.5 million.  The Chinook is a Romanian 2001 built, 38,700
dwt MR tanker that has been operating on the spot market and
generating operating losses.  Divesting this inefficient vessel
will result in estimated operational savings of approximately
$2.0 million annually.

The $112.7 million purchase price for the two Kamsarmaxes will be
paid by $80 million of debt financing, $24.2 million of cash from
the balance sheet (associated with the shipbuilding contracts and
related expenses) and the sale of the Chinook for a consideration
of $8.5 million to be delivered against the purchase price.

A full-text copy of the Company's statement and the material terms
of the debt financing, is available at no charge at:

                  http://ResearchArchives.com/t/s?5549

                       Going Concern Doubt

During the three months ended September 30, 2009, and 2008, the
Company incurred a net loss of $111.3 million and a net loss of
$4.3 million, respectively, and for the nine months ended
September 30, 2009 and 2008, the Company incurred a net loss of
$123.8 million and a gain of $2.0 million, respectively.  As of
September 30, 2009, the Company reported working capital deficit
of $244.4 million, which includes $221.4 million of debt reflected
as current.

During the nine months ended September 30, 2009, and for the year
ended December 31, 2008, the Company was not in compliance with
certain covenants of its loan facility and absent any further
relaxation from the lenders, the lenders had the ability to demand
repayment of outstanding borrowings.  The new $221.4  million
facility agreement, dated October 13, 2009, entered into by the
the Company to refinance the Company's existing revolving credit
facility provided for the waiver of all financial covenants
(excluding working capital and minimum liquidity covenants) for a
period ranging from 30 to 36 months.  The conditions and events
raise substantial doubt about the Company's ability to continue as
a going concern.

                      About NewLead Holdings

Headquartered in Piraeus, Greece, NewLead Holdings Ltd. (Nasdaq:
NEWL) -- http://www.newleadholdings.com/-- was incorporated on
January 12, 2005, under the name of "Aires Maritime Holdings
Limited.  The Company is an international shipping company that
owns and operates product tanker and dry bulk vessels.  The
Company's products tanker fleet consists of five MR tankers and
four Panamax tankers, all of which are double-hulled.  The Company
also owns three dry bulk vessels secured on period charters.

The Company is an indirect subsidiary of Aries Energy Corporation.
Aries Energy, an affiliate through its wholly-owned subsidiary
Rocket Marine Inc., currently owns approximately 23% of the
Company's outstanding common shares.

On October 13, 2009, the Company announced an approximately
$400.0 million recapitalization which resulted in Grandunion Inc.
acquiring control of the Company.  Pursuant to the Stock Purchase
Agreement entered into on September 16, 2009, a company controlled
by Michail S. Zolotas and Nicholas G. Fistes, acquired 18,977,778
newly issued common shares of the Company in exchange for three
drybulk carriers.


NISKA GAS: Moody's Assigns 'B1' Rating on $800 Mil. Senior Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Niska Gas
Storage's proposed private offering of $800 million of senior
unsecured notes and a Baa3 rating to its new $400 million senior
secured asset-based revolving credit facility.  At the same time,
Moody's affirmed the company's Ba3 Corporate Family Rating.  The
rating outlook is stable.

The proceeds of the new notes issue will be used to repay existing
term loan (~$593 million) and revolver debt (~$82 million) and to
cover distributions to private equity funds affiliated with
Riverstone Holdings -- Niska's private equity sponsor -- and other
minority equity holders, and transaction fees.  While total debt
will increase by approximately $125 million, and $75 million of
Niska's existing revolving debt will be replaced by longer
maturity debt, the Ba3 rating accommodates this incremental
leverage.  The rating also factors in additional borrowings under
the revolver that will be required to support the contango
arbitrage business, but which will be mostly backed by purchased
natural gas inventory.  The CFR also assumes that Niska will
convert to a Master Limited Partnership concurrent with an Initial
Public Offering and will raise approximately $300 million to
$400 million of equity.  Equity proceeds will be primarily used to
repay revolver borrowings, which will be made to fund a
distribution to equity holders, and to fund future capex.

Niska will have essentially the same debt burden at closing as it
had at the end of the 2007 fiscal year, but will have greater cash
flow support from expanded current storage capacity.  Storage
capacity has grown from 144 Bcf in 2006 to 186 Bcf, and is
expected to grow to 212.5 Bcf over the next two years.  Overall
debt service cost will increase however, due to higher interest
rates associated with the new notes.

The company's high quality and strategically located assets,
underlying contracted core revenue and earnings base, and
increased borrowing capacity and less stringent financial
covenants under the new revolver are solid supports for the
ratings.  Following its conversion to a publicly-traded MLP, the
company will also have access to equity markets.

However, the MLP business model requires ongoing high cash payouts
and places greater emphasis on growth.  This increases liquidity
risk and reliance on external financing and leaves little room for
market disruption.  Niska as a new player in the MLP space,
therefore, will need to carefully manage its distributions against
growth capex and debt maturities.  Although Niska's annual
maintenance capex needs are nominal, and Niska is positioned to
fund most of its capacity expansions in 2010 and 2011 from
residual cash remaining from the notes and equity issuances,
expansionary capital beyond 2011 will likely have to be sourced
from external sources, which could lead to higher leverage and
pressure the rating.

Niska's Ba3 CFR is negatively impacted by the inherent volatility
in seasonal and cyclical demand for natural gas storage and the
resultant variability in a portion of its revenue; the heavy
reliance on its riskier merchant energy arbitrage business; and
the capital requirements and execution risk of its expansion
projects.  The rating is also restrained by highly variable
working capital requirements and revenues related to the company's
merchant energy and proprietary contango arbitrage business; the
limited ability of depleted reservoir storage systems (versus salt
dome storage) to augment earnings by meeting sharp surges in
withdrawal demand; and the less frequent ability of depleted
reservoir storage to turn over its storage per year (roughly 2x)
versus salt dome storage (6x to 12x); and the re-contracting risk
of Niska's storage contracts.

The stable outlook reflects Niska's contracted term-storage
business that provides revenue certainty, substantial storage
capacity, and robust demand for natural gas storage in North
America.

Niska has adequate liquidity.  Cash on hand combined with
internally generated cash flow should be sufficient to cover
interest payments, capital expenditures and distributions in 2010.
At December 31, 2009, proforma for the closing of the notes issue,
Niska would have no amounts drawn under the new $400 million
borrowing-base revolving credit facility.  Given that Niska
primarily uses its borrowing base revolving credit facility to
fund margin calls and cover contango inventory purchases, revolver
borrowings can be volatile, and would increase significantly if
Niska were to expand its trading and optimization operation or if
natural gas prices rose sharply.  The company may also need to
rely on the revolver to cover growth capex or shareholder
distributions if operating performance falls short of
expectations.

Assignments:

Issuer: AECO Gas Storage Partnership

  -- Senior Secured Bank Credit Facility, Assigned 07 - LGD1 to
     Baa3

Issuer: Niska Gas Storage US, LLC

  -- Senior Unsecured Bank Credit Facility, Assigned 07 - LGD1 to
     Baa3

  -- Senior Unsecured Regular Bond/Debenture, Assigned 63 - LGD4
     to B1

  -- Senior Unsecured Regular Bond/Debenture, Assigned B1

The last rating action on Niska was in April 2006 when Moody's
first rated the company and assigned a Ba3 CFR.

Headquartered in Calgary, Alberta, with assets in Alberta,
California and Oklahoma, Niska Gas Storage is the largest
independent owner and operator of natural gas storage assets in
North America.


OPUS EAST: Lease Decision Period Extended to April 27
-----------------------------------------------------
The Bankruptcy Court has granted the request made by Jeoffrey L.
Burtch, the Chapter 7 trustee for Opus East Corp.'s estates, to
extend the time by which he must assume or reject executory
contracts of the Opus East Debtors through April 27, 2010.

The Court clarified that with respect to the real estate sales
contract and escrow agreement between Sydney E. Albrittain
and Anthony J. Offutt, co-trustees of the TJO Trust, and
Christopher Albrittain, Michael L. Albrittain, and Warren S.
Albrittain, co-trustees of the Albrittain Family 2002 Trust and
Opus East LLC, the deadline for the Chapter 7 Trustee to file a
motion seeking, or to otherwise obtain, approval to assume and
assign the Albrittain Agreements is extended, through and
including March 17, 2010.  That date will not be further
extended, the Court held.  If the Chapter 7 Trustee has not
sought by March 17 a request to assume and assign the Albrittain
Agreements, those Agreements will be deemed to be rejected in
accordance with Section 365(g) of the Bankruptcy Code, and the
Sellers will be relieved from the automatic stay in order to
pursue their remedies under the Escrow Agreement.

With respect to the cross-motion of Volleys Excavating &
Construction, Inc. for an examination of the Debtors under Rule
2004 of the Federal Rules of Bankruptcy Procedure and the Chapter
7 Trustee's Response, the Court ruled that Vollers is not
permitted to depose or take any discovery from the Chapter 7
Trustee.

                          About Opus East

Rockville-based Opus East LLC has developed more than 13.3 million
square feet of space since starting operations in 1994.  It filed
for Chapter 7 liquidation in the U.S. Bankruptcy Court for the
District of Delaware.  Opus East LLC listed $100 million to
$500 million in debts, against $50 million to $100 million in
assets in its Chapter 7 petition.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and Chapter 7
proceedings of Opus East their related debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


OPUS SOUTH: Court Confirms Waters Edge Liquidating Plan
-------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware ruled on February 18, 2010, that the Chapter
11 Plan of Liquidation submitted by Wachovia Bank, National
Association, in its capacity as administrative agent for itself
and other lenders, and certain lender parties for Debtor Waters
Edge One LLC complies with the statutory confirmation
requirements of Section 1129 of the Bankruptcy Code:

A.  Section 1129(a)(1)

   The Plan is dated and identifies Wachovia Bank, as plan
   proponent, thereby satisfying Section 1129(a)(1).  In
   addition, the Plan:

   -- provides for proper classification of claims, thereby
      complying with Section 1122 and 1123(a)(1) of the
      Bankruptcy Code.  The Plan classifies four Classes of
      Claims and Interests and the Claims and Interests placed
      in each Class are substantially similar to each other;

   -- specifies Unimpaired Classes of Claims, thereby satisfying
      Section 1123(a)(2);

   -- specifies treatment of Impaired Classes 2, 3 and 4,
      thereby satisfying Section(a)(3);

   -- has no unfair discrimination, thus satisfying Section
      1123(a)(4).  The Plan provides for the same treatment by
      the Debtor for each Claim or Interest in each Class unless
      the holder of a particular Claim or Interest agree to a
      less favorable treatment of the Claim or Interest;

   -- provides for the adequate and proper means of
      implementation of the Plan, including but not limited to
      (i) the liquidation of the Debtor, (ii) the formation of
      the Liquidation Trust and appointment of the Liquidation
      Trustee, and (iii) the transfer of the Debtor's assets to
      and vesting in the Liquidation Trust, thus complying with
      Section 1123(a)(5);

   -- does not provide for the issuance of non-voting equity
      Securities, thereby satisfying Section 1123(a)(6);

   -- identifies the liquidation trustee, which is consistent
      with the interests of creditors, equity security holders
      and public policy and thus satisfy Section 1123(a)(7);

   -- designates impairment and unimpairment of classes of
      claims and interests, thereby complying with Section
      1123(b)(1);

   -- provides for the rejection of executory contracts and
      unexpired leases, other than those contracts and leases
      that may have been assumed pursuant to a separate order of
      the Bankruptcy Court, and meets the requirements of
      Section 365(b) of the Bankruptcy Code, thereby satisfying
      Section 1123(b)(2).  No objections have been asserted by
      any party-in-interest to the Debtor's rejection of
      executory contracts or unexpired leases;

   -- preserves the Liquidation Trustee's rights to enforce any
      rights and causes of action that the Debtor may hold
      against any entity including, but not limited to, the
      RMSSR Claims pursuant to Section 1123(b)(3);

   -- modifies the rights of holders of secured Claims in
      accordance with Section 1123(b)(5);

   -- is appropriate and consistent with the applicable
      provisions of the Bankruptcy Code, thereby satisfying
      Section 1123(b)(6); and

   -- does not provide for the assumption of any executory
      contract or lease of non-residential real property and
      thus, Section 1123(d) is inapplicable.

B. Section 1129(a)(2)

  The Plan complied with the provisions of Section 1129(a)(2)
  because:

  -- the Debtor is an eligible debtor under Section 109 of the
     Bankruptcy Code;

  -- the Debtor has complied with applicable provisions of the
     Bankruptcy Code, except as otherwise provided or permitted
     by orders of the Bankruptcy Court;

  -- Wachovia Bank, as Plan proponent, has complied with the
     applicable provisions of the Bankruptcy Code, including
     Sections 1125 and 1126(b) of the Bankruptcy Code, the
     Federal Rules of Bankruptcy Procedure, the Local Rules of
     Bankruptcy Procedure, any applicable non-bankruptcy law,
     rule and regulation, the order approving the Disclosure
     Statement and all other applicable law, among other things,
     in transmitting the solicitation packages and related
     documents and notices, conducting the solicitation and
     tabulation of the votes on the Plan.

C. Section 1129(a)(3)

  The Plan has been proposed in good faith and not by any means
  forbidden by law; thereby satisfying Section 1129(a)(3).  The
  Plan and the Disclosure Statement were developed after
  analysis and negotiations involving numerous proposals,
  including proposals solicited by the Plan Proponent and the
  Debtor and were proposed with the legitimate and honest
  purpose of maximizing the value of the Debtor's estate for all
  holders of Claims against, and interests in, the Debtor.
  Furthermore, the Plan's classification, releases, exculpation,
  injunction and setoff provisions have been negotiated in good
  faith, are consistent with Sections 105, 1122, 1123, 1129, and
  1142 of the Bankruptcy Code, and are each necessary for the
  successful implementation of the Plan.

D. Section 1129(a)(4)

  Any payment made or to be made by the Debtor for services or
  for costs and expenses of its professionals in connection with
  its Chapter 11 case, or in connection with the Plan and
  incident to its Chapter 11 case, has been approved by, or is
  subject to the approval of, the Bankruptcy Court as
  reasonable, thereby satisfying Section 1129(a)(4).

E. Section 1129(a)(5)

  The Plan Proponent has complied with Section 1129(a)(5) as
  the identity and affiliations of any individual proposed to
  serve as a "successor" to the Debtor has been disclosed.

  After Confirmation, the Debtor will have no officers or
  directors or voting trustee.  The approval of the Liquidation
  Trust and the Liquidation Trustee is consistent with the
  interests of holders of Claims against, and interests in,
  Debtor and with public policy.

  To the extent available, the identity of any insider that will
  be employed or retained by the Liquidation Trust and the
  nature of its compensation have also been fully disclosed.

F. Section 1129(a)(6)

  The Debtor is not subject to any governmental regulatory
  commission with jurisdiction.  Thus, Section 1129(a)(6) is not
  applicable.

G. Section 1129(a)(7)

  The liquidation analysis and other evidence proffered or
  adduced at the Confirmation Hearing are (i) persuasive and
  credible, (ii) have not been controverted by other evidence
  and (iii) establish that each holder of an impaired Claim has
  accepted the Plan or will receive or retain under the Plan, on
  account of the Claim, property of a value, as of the Effective
  Date, that is not less than the amount that the holder of a
  Claim would receive or retain if the Debtor was liquidated
  under Chapter 7 of the Bankruptcy Code.  Thus, Section
  1129(a)(7) has been satisfied.

H. Section 1129(a)(8)

  Pamela J. Groff, a paralegal at Womble Carlyle Sandridge &
  Rice PLLC, the noticing and solicitation agent with respect to
  the confirmation of the Plan of Liquidation proposed for
  Waters Edge One LLC, presented to the Court the tabulation of
  ballots from the classes entitled to vote on the Waters Edge
  Plan.

  The Classes of Claims entitled to vote are (i) Class 2
  Lenders' Allowed Unsecured Claim, (ii) Class 3 General
  Unsecured Claims, and (iii) Class 4 Equity Interest Claims.

                    Summary Ballot by Class

              Amount    % of Amount   Amount    % of Amount
    Class   Accepting     Voted      Rejecting     Voted
    -----   ----------  -----------  ---------  -----------
      2    $39,089,852      100%            $0        0%
      3       $286,627       53%      $254,433       47%
      4              0        0%             0        0%

              Number    % of Amount    Number   % of Amount
    Class    Accepting     Voted     Rejecting     Voted
    -----    ---------  -----------  ---------  -----------
      2              1      100%             0        0%
      3              3       75%             1       25%
      4              0        0%             0        0%

  As evidenced by Womble Carlyle's tabulation, Class 2 is an
  impaired Class of Claims and has voted to accept the Plan,
  without regard to the votes of insiders of the Debtor, thereby
  satisfying Section 1129(a)(8).  Class 3 is impaired and has
  not voted to accept the Plan.

I. Section 1129(a)(9)

  The treatment of Allowed Tax Claims pursuant to the Plan
  satisfies the requirements of section 1129(a)(9) because the
  Plan provides that if the Liquidation Trustee elects to pay
  any Allowed Tax Claim over a period ending not later than five
  years from the Petition Date, the Trustee will pay interest on
  the Allowed Tax Claim at the applicable statutory rate.

J. Section 1129(a)(10)

  Acceptance of the Plan by Holders of Claims in Class 2
  surpasses the requisite standards in both number and amount,
  as set in Sections 1126(b) and (c), as determined without
  including any acceptance of the Plan by any insider, thereby
  satisfying the requirements of Section 1129(a)(10).

K. Section 1129(a)(11)

  The information in the Disclosure Statement and the evidence
  proffered or adduced at the Confirmation Hearing (i) is
  persuasive and credible, (ii) has not been controverted by
  other evidence, and (iii) establishes that the Plan
  contemplates the liquidation of the Estate and is feasible and
  that there is a reasonable prospect of the Liquidation Trust
  being able to meet its financial obligations under the Plan
  and in the ordinary course, thereby satisfying Section
  1129(a)(11).

L. Section 1129(a)(12)

  The Plan provides that on the Effective Date, and thereafter
  as may be required, the Liquidation Trustee will pay all
  outstanding fees payable, thereby satisfying Section
  1129(a)(12).

M. Section 1129(a)(13)

  The Debtor is not required to pay any retiree benefits.
  Accordingly, Section 1129(a)(13) is inapplicable to the
  Debtor's Chapter 11 case.

N. Section 1129(a)(14)

  The Debtor is not required by a judicial or administrative
  order, or by statute, to pay any domestic support obligations.
  Accordingly, Section 1129(a)(14) is inapplicable.

O. Section 1129(a)(15)

  The Debtor is not an individual and accordingly, Section
  1129(a)(15) is inapplicable.

P. Section 1129(a)(16)

  The Debtor is a moneyed business, a commercial corporation, or
  trust.  Accordingly, Section 1129(a)(16), which addresses non-
  profit organization, is inapplicable.

                      Further Amended Plan &
                    Additional Plan Documents

Before the Court entered the Confirmation Order, the Plan
Proponents submitted to the Bankruptcy Court a further amended
plan of liquidation for Waters Edge on February 12, 2010.  The
Modified Plan include the addition of these provisions:

  -- Wachovia Bank, as Plan proponent, can modify the Plan at
     any time after confirmation and before substantial
     consummation as long as modifications are consistent with
     the Settlement Agreement between the Debtors and the
     Lenders regarding the Debtors' property known as "400
     Beach";

  -- Allowed tax claims will be paid in full on the Plan
     Effective Date or at the Lender's option over a period
     ending not later than five years after the Petition Date;

  -- It is established that no Tax Claims were filed prior to
     the established Claims Bar Date as it pertains to the U.S.
     government, and Wachovia Bank reserves all rights to object
     to any Tax Claim;

  -- The lien on Avoidance Actions will only be to the extent
     that Exit Financing funds are used to pursue them; and

  -- A liquidating trustee will be obligated to seek a final
     decree, pursuant to Rule 3022 of the Federal Rules of
     Bankruptcy Procedure, closing Waters Edge's Chapter 11
     Case.  That trustee will file any required post-
     confirmation reports with the U.S. Trustee and pay any
     applicable fees due and owing to the U.S. Trustee.

A blacklined copy of the February 12 Modified Plan is available
for free at http://bankrupt.com/misc/OpSWatesEdBlkPln2.pdf

The Modified Plan was filed by the Plan Proponent after it
received objections from the Debtor and Roberta A. DeAngelis, as
the Acting United States Trustee for Region 3.  The Debtor
objected to (i) the treatment for Allowed Tax Claims and asserted
that the Plan should be expanded so that any Tax Claim that is
allowed by the Court, other than income tax claims, would be paid
in full on the Effective Date, and (ii) the definition of "Exit
Financing" in the Plan and asserted that the definition should be
amended to exclude from the liens being granted any liens on
Avoidance Actions and their proceeds.  The U.S. Trustee, on the
other hand, argued that the Plan is not confirmable because (i)
it contains a third party release provision that is contrary to
applicable law in the District of Delaware, and (ii) improperly
exempts transfers from state recording taxes.

Moreover, the Plan Proponents filed on February 12 a Memorandum
of Law in support of the confirmation of the Plan they proposed
for Waters Edge.  On the same date, Natalie Anderson, vice
president of the special situations group for Wells Fargo,
National Bank, also delivered to the Court a declaration in
support of the Plan Proponents' Amended Plan.  Wachovia Bank is a
wholly owned subsidiary of Wells Fargo.

Also, on February 12, the Plan Proponents delivered to the Court
certain additional documents as attachments to the Plan.  They
include copies of:

  -- An Exit Loan Agreement between Waters Edge and Wachovia
     Bank, a full-text copy of which is available for free at:

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

  -- The Liquidation Trust Agreement, a full-text copy of which
     is available for free at:

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

  -- A Pledge and Security Agreement between the Waters Edge
     Liquidation Trust and Wachovia Bank, whereby the
     Liquidation Trust grants to Wachovia Bank and certain
     lenders a security interest in certain collateral,
     including net proceeds recovered from the pursuance of
     claims against Ruden, McCloskey, Smith, Schuster & Russell,
     P.A., and Mark Grant in the Circuit Court of the Sixth
     Judicial District in and for Pinellas County, Florida.  The
     subject matter of the RMSSR Claims relates to legal
     services provided in connection with real estate and
     improvements in Clearwater, Florida, which are now owned by
     the Lenders as a result of the sale.

     A full-text copy of the Pledge and Security Agreement is
     available for free at:

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

  -- A UCC Financing Statement of the Waters Edge Liquidation
     Trust, a copy of which is available for free at:

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


                     Plan Objections Overruled,
                 Other Confirmation Order Provisions

Judge Walrath overruled all objections, responses and statements
in opposition to the Plan.  She clarified that any Claim asserted
to be a Priority Claim under Section 507(a)(4) of the Bankruptcy
Code, if allowed, will be subject to a $10,950 statutory cap,
including but not limited to any claim filed by Opus Architects &
Engineers.  Any Claim asserted to be a Priority Claim under
Section 507(a)(7) of the Bankruptcy , if allowed, will be subject
to a $2,415 statutory cap.

The Confirmation Order also provides for:

  1. the approval of the formation, implementation and
     effectiveness of the Liquidation Trust;

  2. the approval of Executive Sounding Board Associates as
     Liquidation Trustee;

  3. the approval of the Exit Financing proposed by the Plan
     Proponent and Exit Lenders; and

  4. the affirmation of the "Global Settlement" among Debtors
     Waters Edge, 400 Beach Drive L.L.C., Clearwater Bluff,
     L.L.C., Opus South Corporation, and Opus South Development,
     L.L.C., on the one hand, and certain Lenders and Wachovia
     Bank as agent for the lenders, on the other hand.  The
     Settlement contemplates the parties' mutual release of
     claims arising from transactions related to Waters Edge,
     any pledge of the properties of the Debtors, or to any
     other claims related to the Subject Properties.

On the Plan Effective Date, all property of the Debtor's estate
will vest in the Liquidation Trust, free and clear of all claims,
liens, and encumbrances but subject to (i) the first priority
lien of Wachovia Bank for the benefit of the Lenders under the
terms of the Pledge Agreement, the DIP Financing Order and
Litigation Trust, and (ii) the first priority lien created in
favor of Wachovia Bank for the benefit of the Exit Lenders
pursuant to the Exit Financing Agreement, as may be applicable.

The first priority lien of the DIP Agent for the benefit of the
DIP Lenders will continue until the creation and implementation
of the Liquidation Trust and upon such creation, the Agent for
the benefit of the Exit Lenders will have a first priority lien
on all assets of the Liquidation Trust; however the lien on
Avoidance Actions and related proceeds will be limited to the
extent the Exit Financing is used for the purpose of prosecuting
or investigating the Avoidance Actions.

Under the Confirmation Order, Judge Walrath further ruled that:

  1. the deadline by which any party holding an Administrative
     Claim accruing after the period covered by any prior
     Administrative Claims Bar Date and the date of Confirmation
     will be 30 days after the Confirmation Date;

  2. all of the Debtor's professionals who were retained under
     the Bankruptcy Code can file their final fee applications
     for fees and expenses incurred through the date of entry of
     the Confirmation Order within 30 days of the Plan Effective
     Date; and

  3. no person is entitled to an Allowed Claim for substantial
     contribution pursuant to Section 503 of the Bankruptcy
     Code.

The Confirmation Order also approves settlements between the
Debtor and Wachovia Bank, as DIP Agent, and the other Lenders
related to two possible refunds owed to the owner of the Waters
Edge Property resulting from the Debtor's participation in
various government incentives programs.  The Debtor agreed to
assign all of its rights to the Refunds to Wachovia Bank for the
benefit of the Lenders at Closing:

  * The first Refund is a refund of sales taxes on construction
    materials used in the construction of the Waters Edge
    totaling $807,076.  Wachovia Bank, accordingly, for the
    benefit of the Lenders reduced the amount of their Allowed
    Unsecured Claim by $807,076 as a result of payments received
    from the State of Florida in connection with the Enterprise
    Zone Program.

  * The second Refund is a refund for certain impact fees and
    public infrastructure improvements that is owed by the City
    of Clearwater in connection with a certain development
    agreement between the Community Redevelopment Agency of the
    City of Clearwater, Florida, and Opus South Development LLC.
    Wachovia Bank agreed that the Lenders' Allowed Unsecured
    Claim would be reduced by $300,000 in exchange for the
    assignment to the Lenders of all of OSD's rights under the
    Development Agreement at Closing.

A full-text copy of the Findings of Fact and Conclusions
Confirming the Chapter 11 Plan for Waters Edge is available for
free at http://bankrupt.com/misc/WtrsEConfOrd.pdf

                         About Opus South

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


OPUS SOUTH: Proposes Polsinelli as Conflict Counsel
---------------------------------------------------
Opus South Corp. and its units ask the Court for authority to
employ Polsinelli Shughart PC as their special conflicts counsel
nunc pro tunc to January 18, 2010.

Anne Marie Solberg, Opus South Corporation's chief restructuring
officer, says Greenberg Traurig and Landis Rath & Cobb may be
unable to represent the Opus South Debtors with respect to
certain claims and causes of action due to actual or potential
conflicts of interest among certain parties.  She further notes
that Polsinelli has advised Opus South that it had previously
been involved in the Debtors' Chapter 11 cases in a separate
limited capacity, however, the engagement ended and has been
closed, therefore, Polsinelli poses no adverse interest or
conflict to the contemplated employment.

Polsinelli's services will include providing legal analysis and
advice with respect to the Debtors' efforts to recoup funds and
income for Opus South, which may be adverse to other Debtors and,
if appropriate, file cross-debtor proofs of claim.

The Debtors will pay for Polsinelli's services in accordance with
the firm's customary hourly rates, subject to a $5,000 cap for
services rendered.  Polsinelli's hourly rates range from $250 to
$475 per hour for shareholders, from $175 to $250 per hour for
associates and senior counsel and from $75 to $125 per hour for
paraprofessionals.

The primary Polsinelli attorneys and paralegals expected to
represent the Debtors and their hourly rates are:

    Christopher A. Ward (shareholder)         $400
    Justin K. Edelson (associate)             $250
    Shanti M. Katona (associate)              $250
    Lindsey M. Suprum (paralegal)             $175

Christopher A. Ward, Esq., a shareholder at Polsinelli, assures
the Court that his firm is a "disinterested person" as the term
is defined under Section 101(14) of the Bankruptcy Code.

                         About Opus South

Headquartered in Atlanta, Georgia, Opus South Corporation --
http://www.opuscorp.com/-- provides an array of real estate
related services across the United States including real estate
development, architecture & engineering, construction and project
management, property management and financial services.

The Company and its affiliates filed for Chapter 11 on April 22,
2009 (Bankr. D. Del. Lead Case No. 09-11390).  Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, represents the Debtors
in their restructuring efforts.  The Debtors propose to employ
Landis, Rath & Cobb, LLP, as conflicts counsel, Chatham Financial
Corporation as real estate broker, Delaware Claims Agency LLC as
claims agent.  The Debtors have assets and debts both ranging from
$50 million to $100 million.

Bankruptcy Creditors' Service, Inc., publishes Opus West
Bankruptcy News.  The newsletter tracks the separate Chapter 11
proceedings of Opus West Corp. and Opus South Corp. and their
related debtor-affiliates. (http://bankrupt.com/newsstand/
or 215/945-7000)


PACIFIC ETHANOL: Ryan Turner Joins Board, Inks Indemnity Agreement
------------------------------------------------------------------
The board of directors of Pacific Ethanol, Inc., appointed Ryan W.
Turner as a member of the Board on February 18, 2010.  On the same
day, the Company entered into an Indemnity Agreement with Mr.
Turner.

The Company agrees to indemnify Mr. Turner to the fullest extent
permitted by the Delaware General Corporation Law if (a) Mr.
Turner is a party to or threatened to be made a party to or
otherwise involved in any proceeding, or (b) if Mr. Turner is a
party to or threatened to be made a party to or otherwise involved
in any proceeding by or in the right of the Company to procure a
judgment in its favor against any and all expenses actually and
reasonably incurred by Mr. Turner in connection with the
investigation, defense, settlement or appeal of any such
proceeding.

The Company's indemnification obligations are subject to certain
exceptions, including on account of bad faith, knowingly
fraudulent or deliberately dishonest or willful misconduct by Mr.
Turner.

The Indemnity Agreement contains other terms and conditions
customary to indemnity agreements.

                     About Pacific Ethanol

Pacific Ethanol Holding Co. LLC and four affiliates filed for
Chapter 11 on May 17, 2009 (Bankr. D. Del. Case No. 09-11713).
Judge Kevin Gross handles the case.  Attorneys at Cooley Godward
Kronish LLP represent the Debtors as counsel.  Attorneys at Potter
Anderson & Corroon LLP are co-counsel.  Epiq Bankruptcy Solutions
LLC is the claims agent.  Pacific Ethanol Holding disclosed
$50 million to $100 million in assets and $100 million to
$500 million in debts in its petition.

Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy
Marketing LLC, and Pacific Ag. Products, LLC, have not filed for
Chapter 11 bankruptcy protection.  The Company is expected to
continue to manage the Plant Subsidiaries under an Asset
Management Agreement and Kinergy and PAP are expected to continue
to market and sell the Plant Subsidiaries' ethanol and feed
production under existing Marketing Agreements.


PALM INC: Says Q3 FY2010 Revenues Miss Forecast by Wide Margin
--------------------------------------------------------------
Palm, Inc. expects that revenues for the third quarter of fiscal
year 2010 will be in the range of $285 million to $310 million on
a GAAP basis and in the range of $300 million to $320 million on a
non-GAAP basis.  Palm said revenues for the quarter and full year
are being impacted by slower than expected consumer adoption of
the company's products that has resulted in lower than expected
order volumes from carriers and the deferral of orders to future
periods.  Accordingly, Palm expects fiscal year 2010 revenues to
be well below its previously forecasted range of $1.6 billion to
$1.8 billion.

"Palm webOS is recognized as a groundbreaking platform that
enables one of the best smartphone experiences available today,
and our work to evolve the platform and bring industry-leading
technology to market continues. However, driving broad consumer
adoption of Palm products is taking longer than we anticipated,"
said Jon Rubinstein, chairman and chief executive officer. "Our
carrier partners remain committed, and we are working closely with
them to increase awareness and drive sales of our differentiated
Palm products."

The Company expects to close its third fiscal quarter with a cash,
cash equivalents and short-term investments balance in excess of
$500 million.

The Wall Street Journal's Yukari Iwatani Kane and Niraj Sheth
report that in an e-mail to employees obtained by the Journal, Mr.
Rubinstein suggested part of the fault lay largely with Verizon
Wireless, which began selling its new phones in January.  The
Journal says Mr. Rubinstein wrote that "[Verizon Wireless]
acknowledged that their execution of our launch was below
expectations and recommitted to working with us to improve sales."

According to the Journal, Palm declined to make Mr. Rubinstein
available, but spokeswoman Lynn Fox said his e-mail shows a
recognition that Palm also takes responsibility for its
performance, saying that "the entire executive team has been
working extremely hard to improve product performance."

The Journal notes sales of Palm's new phones, unveiled last year
with much fanfare, have stalled amid tough competition, heavy
marketing by carriers for rival devices and a dearth of "apps,"
the programs and games that have driven much of the appetite for
smart phones.

According to the Journal, Palm's warning highlights the tough
position it's in as a small company in an increasingly crowded
market that has attracted bigger and better-funded rivals such as
Apple Inc. and Google Inc., which have larger communities of
developers creating programs for their devices.

Palm will announce its third-quarter fiscal year 2010 financial
results on March 18, shortly after 4 p.m. Eastern (1 p.m.
Pacific), followed by a conference call for the public at 4:30
p.m. Eastern (1:30 p.m. Pacific).  The conference call will be
hosted by Mr. Rubinstein, chairman and chief executive officer,
and Doug Jeffries, chief financial officer.

                         About Palm Inc.

Sunnyvale, California-based Palm, Inc. (NASDAQ: PALM) creates
intuitive and powerful mobile experiences that enable consumers
and businesses to connect to their information in more useful and
usable ways.  Palm products are sold through select Internet,
retail, reseller and wireless operator channels, and at the Palm
online store at http://www.palm.com/store

At November 30, 2009, Palm had total assets of $1.32 billion in
total assets against total current liabilities of $848.1 million;
long-term debt of $388.0 million; non-current deferred revenues of
$235.7 million; non-current tax liabilities of $6.28 million;
Series B redeemable convertible preferred stock of $270.4 million;
Series C redeemable convertible preferred stock of $17.8 million;
resulting in stockholders' deficit of $439.3 million.


PIONEER DRILLING: Moody's Assigns 'B3' Rating on $250 Mil. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B3 first-time rating to
Pioneer Drilling Company's proposed $250 million senior unsecured
notes due 2018 and a B2 Corporate Family Rating.  Proceeds from
the note offering will be used to reduce approximately
$240 million of the $258 million of debt under the company's
$325 million senior secured revolving credit facility.
Additionally, Moody's assigned a SGL-3 Speculative Grade Liquidity
rating.  The outlook is stable.  The ratings are subject to review
of final documentation.

"Pioneer's proposed note offering will refinance existing debt,
lengthen debt maturities and improve liquidity," commented Francis
J. Messina, Moody's Vice-President/Senior Analyst.

Pioneer's B2 CFR rating is supported by seasoned management, a
high quality drilling rig asset base, geographic diversification
and operating risk diversification across most active basins, and
a good historical track record.  In addition to drilling services,
Pioneer's production services division provides well services and
includes 74 workover rigs, 65 wireline units, and diverse fishing
and rental tool service offering.  Pioneer's rating also reflects
the cyclicality and difficult market conditions of the onshore
land rig sub-sector which is prone to intense volatility.  The
company is exposed to the mature North American land drilling
market and the inherent volatility of the natural gas industry,
which is expected to remain weak over the next twelve to eighteen
months.  However, as oil prices have recovered more quickly,
Moody's expect Pioneer to focus more of its fleet on the oil
plays.  In addition, to continue to benefit from this opportunity,
Pioneer may need to increase capital expenditures to upgrade more
of its rigs as the market increasingly focuses on unconventional
drilling.

Pioneer's SGL-3 rating reflects adequate liquidity over the next
four quarters primarily due to pro forma availability on its
$325 million senior secured revolver maturing August 31, 2012,
which will reduce to $225 million upon successful completion of
the $250 million notes offering and giving effect to a new
amendment to Pioneer's senior secured revolving credit facility.
The facility will be secured by substantially all domestic assets,
including equity interests in subsidiaries except Pioneer Services
Holdings.  The amended facility has financial covenants that
include asset coverage and borrowing base calculations if senior
leverage is over 2.25x.  Senior debt excludes unsecured and
subordinated debt.  Pro forma for the offering, Moody's estimates
senior debt at $14 million, absent any significant increases in
capital spending.  Additionally, if senior leverage is greater
than 2.5x, there is a limitation on capital expenditures.

The stable outlook is based on an expectation that Pioneer
restrains its capital expenditures and operating costs to levels
largely in line with its operating cash flow while achieving its
growth targets.  The outlook could also be pressured or the
ratings downgraded if the company were to significantly increase
debt and/or outspend its operating cash flow above its current
range.

The ratings for the senior unsecured notes reflect both the
overall probability of default of the company, to which Moody's
assigns a PDR of B2, and a loss given default of LGD 5, 72%.  The
B3 rating of the senior unsecured notes reflects their position in
Pioneer's capital structure, including the subordination to all
first lien senior secured creditors and guarantees of existing and
future subsidiaries.

Pioneer Drilling Company, headquartered in San Antonio, Texas,
provides land contract drilling services as well as production
services to independent and major oil and gas exploration and
production companies.


PROTECTIVE PRODUCTS: Sun Capital Buys Business for $10.7 Million
----------------------------------------------------------------
Protective Products of America Inc. won approval from the
Bankruptcy Court to sell it business for $10.7 million to an
affiliate of Sun Capital Partners Inc., Bill Rochelle at Bloomberg
News reported.

The Sun Capital affiliate, as stalking horse bidder, started the
auction with a bid of $8 million.

According to the report, the Creditors Committee unsuccessfully
blocked approval of the sale.  The Committee had argued that the
contact included so many price adjustments that it was impossible
to determine if the sale was reasonable.

                    About Protective Products

Sunrise, Florida-based Protective Products of America, Inc.,
formerly known as Ceramic Protection Corporation --
http://www.protectiveproductsofamerica.com/-- engages in the
design, manufacture and marketing of advanced products used to
provide ballistic protection for personnel and vehicles in the
military and law enforcement markets.

The Company filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. S.D. Fla. Case No. 10-10711).  The
Company's affiliates -- PC Holding Corporation of America; Ceramic
Protection Corporation of America; Protective Products
International Corp.; and Protective Products of North Carolina,
LLC -- also filed separate Chapter 11 petitions.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


PROTOSTAR LTD: Seeks May 25 Extension of Plan Filing Deadline
-------------------------------------------------------------
ProtoStar Ltd. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
periods to file and solicit acceptances of a chapter 11 plan of
reorganization for three months.  Specifically, the Debtors want
their exclusive plan filing deadline extended to May 25, 2010, and
their exclusive solicitation deadline to July 26, 2010.

The Debtors have twice filed a bankruptcy-exit plan.  The first
version was filed in September 2009.  The Joint Chapter 11 Plan
respected the corporate separateness of each of the ProtoStar
entities and did not provide for the substantive consolidation of
ProtoStar.  ProtoStar reserved its rights to seek confirmation of
the Plan with respect to one or more of the ProtoStar entities at
anytime while holding off on the confirmation process with respect
to other ProtoStar entities.

A second amended Chapter 11 Plan was filed on January 26, 2010.
Under that version, ProtoStar seeks confirmation of the Plan with
respect to ProtoStar I Ltd. separately and intends to seek
confirmation of the Plan with respect to each of the ProtoStar
entities in the near future.

ProtoStar says the three-month extension of the Exclusivity
Periods will allow it to pursue the confirmation process that has
already begun with respect to the Plan without the specter of
distraction and derailment that one or more competing chapter 11
plans could oppose.

During the fourth quarter of 2009, ProtoStar obtained court
approval for the sale of its PS I Satellite and PS II Satellite.
ProtoStar is looking to maximize the value of certain other assets
and has commenced its claims reconciliation process.

An April 8 hearing has been slated to consider approval of the
Debtors' request.

                          About ProtoStar

Hamilton, HM EX, Bermuda-based ProtoStar Ltd. is a satellite
operator formed in 2005 to acquire, modify, launch and operate
high-power geostationary communication satellites for direct-to-
home satellite television and broadband internet access across the
Asia-Pacific region.

The Company and its affiliates filed for Chapter 11 on July 29,
2009 (Bankr. D. Del. Lead Case No. 09-12659).  The Debtor selected
Pachulski Stang Ziehl & Jones LLP as Delaware counsel; Law Firm of
Appleby as their Bermuda counsel; UBS Securities LLC as financial
advisor & investment banker and Kurtzman Carson Consultants LLC as
claims and noticing agent.  The Debtors have tapped UBS Securities
LLC as investment banker and financial advisor.

Also on July 29, 2009, ProtoStar and its affiliates, including
ProtoStar Development Ltd., commenced a coordinated proceeding in
the Supreme Court of Bermuda.  John C. McKenna of Finance & Risk
Services Ltd. as liquidator of the Bermuda Group.

In their Chapter 11 petition, the Debtors listed between
US$100 million and US$500 million each in assets and debts.  As of
December 31, 2008, ProtoStar's consolidated financial statements,
which include non-debtor affiliates, showed total assets of
US$463,000,000 against debts of US$528,000,000.


QIMONDA AG: Bankruptcy Halts International Trade Commission Case
----------------------------------------------------------------
In Qimonda AG's Chapter 15 case, U.S. Bankruptcy Judge Robert G.
Mayer from Alexandria, Virginia, entered a memorandum opinion last
week that proceedings in the International Trade Commission aren't
police or regulatory actions and therefore are automatically
halted when a defendant files bankruptcy.

LSI Corporation and Agere Systems, Inc., initiated an action
against 20 respondents, including Qimonda, before the ITC under
Sec. 337 of the Tariff Act of 1930, 19 U.S.C. Sec. 1337, et seq.
They alleged that the respondents were infringing their patents
and sought an order prohibiting any infringing devices from being
imported into the Untied States.  The action was pending before an
administrative law judge when the U.S. Bankruptcy Court entered an
order recognizing Qimonda's bankruptcy case in Munich as the main
proceeding and the automatic stay became effective.

The issue in question was whether the automatic stay in bankruptcy
halt proceedings before the ITC or they exempt as a police or
regulatory action.  Section 362(b)(4) of the Bankruptcy Code
states that the commencement or continuation of an action or
proceeding by a governmental unit is not covered by the automatic
stay.

The ITC argues that it is the moving party and that LSI and Agere
are simply complaining parties.

Judge Mayer noted that LSI and Agere initiated the proceeding.
LSI and Agere negotiated settlements with various respondents who
have been dismissed from the case.  The ITC did not participate in
the negotiation of the settlements.

"The reality is that the ITC and its administrative law judges are
the forum before whom the action was brought by LSI and Agere and
who are seeking the protection of their property rights."

According to Judge Mayer, "Rather than being the governmental unit
that is enforcing the patents, the ITC is the forum before which
private litigants are enforcing their patents."

A copy of the Opinion is available for free at:

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

                         About Qimonda AG

Germany-based Qimonda AG (NYSE: QI) -- http://www.qimonda.com/--
is a leading global memory supplier with a diversified DRAM
product portfolio. The Company generated net sales of EUR1.79
billion in financial year 2008 and had -- prior to its
announcement of a repositioning of its business -- approximately
12,200 employees worldwide, of which 1,400 were in Munich, 3,200
in Dresden and 2,800 in Richmond (Virginia, USA).  The Company
provides DRAM products with a focus on infrastructure and graphics
applications, using its power saving technologies and designs.
Qimonda is an active innovator and brings high performance, low
power consumption and small chip sizes to the market based on its
breakthrough Buried Wordline technology.

Qimonda AG commenced insolvency proceedings with a local court in
Munich, Germany, on January 23, 2009.  On June 15, 2009, QAG filed
a petition for relief under Chapter 15 of the Bankruptcy Code
(Bankr. E.D. Virginia Case No. 09-14766).

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR filed for Chapter 11 on February 20
(Bankr. D. Del. Lead Case No. 09-10589).  Mark D. Collins, Esq.,
Michael J. Merchant, Esq., and Maris J. Finnegan, Esq., at
Richards Layton & Finger PA, represents the Debtors as counsel.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors.  Jones Day and Ashby & Geddes represent the
Committee.  In its bankruptcy petition, Qimonda Richmond, LLC,
listed more than US$1 billion each in assets and debts.  The
information was based on Qimonda Richmond's financial records
which are maintained on a consolidated basis with Qimonda North
America Corp.


QIMONDA NA: To Sell More Tools & Equipment to Texas Instruments
---------------------------------------------------------------
Qimonda Richmond, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to authorize the:

   -- sale of certain assets to Texas Instruments Incorporated,
      free and clear of encumbrances, pursuant to Section 363 of
      the Bankruptcy Code; and

   -- purchase of certain additional assets (certain 300mm
      semiconductor manufacturing equipment) from Overland Leasing
      Group, LLC, for $1,460,903 in connection with the sale to
      TI.

The Debtors intend to sell these assets to TI: (i) 34 300mm tools;
(ii) various related assets as replacement parts and diagnostic
equipment; and (iii) 3 300mm tools that the Debtors is purchasing
from Overland.

Pursuant to the agreement, the Debtors will convey to TI the
assets for $20,700,000, subject to bigger and better offers.  As
part of the "stalking-horse" agreement, the Debtors ask for
authority to pay TI a break-up fee of $25,000,000 and an expense
reimbursement, capped at $20,000,000, if the assets are sold to
another party.

In connection with the further market test of the assets, the
Debtors these schedules.

    Bid deadline:        March 10, 2010, at 4:00 p.m. (prevailing
                         New York City time.)

    Auction:             March 12, 2010, 9:00 a.m. (NYC.)

    Sale Hearing:        March 16, 2010, at 11:30 a.m. (NYC.)

At the sale hearing, the Debtors will present to the Bankruptcy
Court the results of the auction.  Objections to the sale, if any,
are due on March 8, at 4:00 p.m.

To recall, Qimonda previously sold key assets to Texas Instruments
Incorporated for $172.5 million.  Qimonda conveyed to TI most of
its assets, which include (a) the 300mm tools; (b)various office
equipment, furniture, information technology equipment, process
tools, facility-related systems, support equipment and tool
replacement parts; and (c) the 300mm tools that the Debtor is
purchasing from the related purchase agreements.

                   Additional Assets to be Sold

The Debtors also entered into two asset purchase agreements for a
significant portion of the remaining assets: (a) Richmond
Semiconductor LLC agreed to purchase the real estate and certain
related assets for $12,000,000; and (b) Global Alliance Tech,
Limited agreed to buy ASML XL:1400F scanned and certain related
assets for $7,800,000.

                   About Qimonda North America

Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading
global memory supplier with a diversified DRAM product portfolio.
The Company generated net sales of EUR1.79 billion in financial
year 2008 and had -- prior to its announcement of a repositioning
of its business -- approximately 12,200 employees worldwide, of
which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond
(Virginia, USA).  The Company provides DRAM products with a focus
on infrastructure and graphics applications, using its power
saving technologies and designs.  Qimonda is an active innovator
and brings high performance, low power consumption and small chip
sizes to the market based on its breakthrough Buried Wordline
technology.

Qimonda AG commenced insolvency proceedings with a local court in
Munich, Germany, on January 23, 2009.  On June 15, 2009, QAG filed
a petition for relief under Chapter 15 of the Bankruptcy Code
(Bankr. E.D. Virginia Case No. 09-14766).

Qimonda North America Corp., an indirect and wholly owned
subsidiary of QAG, is the North American sales and marketing
subsidiary of QAG.  QNA is also the parent company of Qimonda
Richmond LLC.  QNA and QR filed for Chapter 11 on February 20
(Bankr. D. Del. Lead Case No. 09-10589).  Mark D. Collins, Esq.,
Michael J. Merchant, Esq., and Maris J. Finnegan, Esq., at
Richards Layton & Finger PA, represents the Debtors as counsel.
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed seven creditors to serve on an official committee of
unsecured creditors.  Jones Day and Ashby & Geddes represent the
Committee.  In its bankruptcy petition, Qimonda Richmond, LLC,
listed more than US$1 billion each in assets and debts.  The
information was based on Qimonda Richmond's financial records
which are maintained on a consolidated basis with Qimonda North
America Corp.


RAFAELLA APPAREL: S&P Downgrades Corporate Credit Rating to 'CC'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on New York-based Rafaella Apparel Group,
Inc., to 'CC' from 'CCC'.  The outlook is negative.

In addition, S&P lowered the rating on Rafaella's senior secured
notes due 2011 to 'C' (one notch lower than the corporate credit
rating) from 'CCC-', and revised the recovery rating to '6', which
indicates S&P's expectation of negligible (0%-10%) recovery for
note holders in the event of payment default, from '5'.  The
rating action followed the company's announcement that it plans to
pursue a cash exchange offer of up to 51% for its outstanding
11.25% senior secured notes.  The tender offer is scheduled to
expire on March 19, 2010.

S&P estimate Rafaella has about $72 million of reported debt
outstanding as of Feb. 22, 2010.

"The rating action reflects S&P's expectation that the tender
offer purchase may be at a substantial discount to the par amount
of the outstanding issue," said Standard & Poor's credit analyst
Jacqueline Hui.  Under its criteria, S&P assess the tender offer
as distressed and S&P view the pending transaction as tantamount
to default because of the company's weak financial profile, which
S&P believes may continue to deteriorate given the weak economy.
It is S&P's understanding that the remaining outstanding balance
of the senior secured notes continues to perform and accrue
interest as scheduled, and therefore S&P believes there is no
contractual default, nor any cross-default to other debt
obligations.

In addition, Rafaella has entered into an amendment on its
existing credit agreement, which will provide up to $10 million in
senior secured term financing to fund the proposed tender offer,
and the closing of this amended credit agreement is contingent on
the consummation of the tender offer and purchase of notes by
April 2, 2010.  The senior secured term facility ranks ahead of
the secured notes in the capital structure.

As soon as practical thereafter, S&P would assess Rafaella's
capital structure and review the ratings and assess recovery based
on the amount of notes it successfully tendered.  Based on S&P's
preliminary assessment, S&P believes there is a possibility that
the corporate credit rating may return to the 'CCC' category, but
the company is still significantly affected by the soft retail
environment, which is vulnerable to the current weak economy and
weak consumer discretionary spending.  Rafaella's ability to
meaningfully improve its capital structure and restore sufficient
covenant cushion and liquidity would be key factors in S&P's
assessment of the rating following the debt tender exchange.


REDDY ICE: S&P Junks Corporate Credit Rating From 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas, Texas-based Reddy Ice Holdings Inc. and Reddy
Ice Corp., its wholly owned operating subsidiary, to 'CC' from
'B'.  At the same time, S&P lowered its issue-level rating on
Holding's outstanding senior discount notes due 2012 to 'C' from
'CCC+'.  The recovery rating on this debt remains '6'.  At the
same time, S&P removed these ratings from CreditWatch with
negative implications where S&P placed them on Feb. 19, 2010.  In
addition, S&P lowered its issue-level rating on OpCo's senior
secured debt to 'B' from 'B+', and this rating remains on
CreditWatch with negative implications.  The recovery rating on
this debt remains unchanged at '2'.  The rating outlook is
negative.  For analytical purposes, S&P view Holdings and its OpCo
as one economic entity.

Concurrent with the exchange offer, Reddy Ice intends to refinance
its existing OpCo senior secured debt with the proposed new
$300 million secured first-priority OpCo notes due 2015.  Because
of the high likelihood that the company will complete the post-
exchange capital structure, S&P assigned a 'B-' rating on Reddy
Ice's proposed $300 million secured first-priority OpCo notes due
2015.  The recovery rating is '3', indicating S&P's expectation
for meaningful (50% to 70%) recovery in the event of a payment
default.  S&P also assigned a 'CCC' rating on the company's
proposed new $150 million secured second-priority OpCo notes due
2015.  The recovery rating is '6', indicating S&P's expectation
for negligible (0% to 10%) recovery in the event of a payment
default.  Should any portion of Holdings' existing debt remain
outstanding, the rating on these notes would be 'CCC', and the
recovery rating would be '6', reflecting their subordination and
very poor recovery prospects.  In addition, S&P will withdraw its
'B' issue-level rating on the OpCo's existing bank loan upon
completion of the transaction.

The rating actions follow Reddy Ice's recent announcement that it
is offering to exchange up to $150 million of new secured second-
priority OpCo notes due 2015 for all of the outstanding senior
unsecured Holdings notes due 2012.

Upon consummation of the exchange transaction, S&P would lower its
ratings on the existing Holdings debt that participates in the
exchange or tender to 'D' (default) and the corporate credit
rating to 'SD' (selective default).  It is S&P's preliminary
expectation that, in the event the exchange succeeds, S&P would
raise the corporate credit rating to 'B-' following the
consummation of the exchange transaction and bank refinancing.
While S&P recognize that the proposed post-exchange capital
structure would increase its debt burden by about $60 million, it
would also extend maturities and provide liquidity to the company
with greater capacity to not only weather lingering weak
macroeconomic conditions and provide Reddy Ice with capital to
fund its growth initiatives.

The rating actions also reflect S&P's view that, given ongoing
weak macroeconomic conditions, the company's weak operating
results will continue.  Despite the expectation that, pro forma
for the transaction, Reddy Ice's liquidity position will improve,
these weak operating results will likely lead to constrained free
cash flow generation in the near term.  The rating actions also
incorporate the company's narrow product focus; participation in
the highly fragmented and competitive packaged ice industry, which
is susceptible to unfavorable economic and weather conditions;
seasonal demand for its products; and a vulnerable financial
profile.


RATHGIBSON INC: Seeks June 30 Extension of Exclusive Period
-----------------------------------------------------------
RathGibson Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
period to file a chapter 11 plan through and including June 30,
2010, and their exclusive period to solicit acceptances of the
plan through and including August 30, 2010.

The Debtors said they have been working with their key
constituencies to enter into a global settlement of open issues
and anticipate filing an amended chapter 11 plan and related
disclosure statement in the near term.  The Debtors anticipate
that the Plan may reflect a global settlement of (i) various
intercompany claims; (ii) the Debtors' dispute with the ad hoc
RGCH PIK Noteholders committee; and (iii) issues raised by the
Committee regarding various matters.

The Debtors initially anticipated exiting chapter 11 in the fourth
quarter of 2009.  Debtors RathGibson Inc. and Greenville Tube
Company filed a Joint Chapter 11 Plan and Disclosure Statement on
the Petition Date.  An amended version of the disclosure statement
explaining the plan was approved by the Court in August 2009.

Following the solicitation of votes with respect to the Plan, the
Debtors determined it was appropriate to amend the Plan to, among
other things, provide for the inclusion of RG Tube Holdings LLC
and RGCH Holdings Corp. in the Plan, implement a more tax
efficient restructuring, and settle and compromise certain
potential intercompany and intercreditor disputes.

                         About RathGibson

Headquartered in Lincolnshire, Illinois, RathGibson Inc. --
http://www.RathGibson.com/, http://www.GreenvilleTube.com/
and http://www.ControlLine.com/-- is a worldwide manufacturer of
highly engineered stainless steel, nickel, and titanium tubing for
diverse industries such as chemical, petrochemical, energy --
power generation, energy -- oil and gas, food, beverage,
pharmaceutical, biopharmaceutical, medical, biotechnology, and
general commercial.

Manufacturing locations include: Janesville, Wisconsin, North
Branch, New Jersey, Clarksville, Arkansas (Greenville Tube), and
Marrero, Louisiana (Mid-South Control Line).  In addition to the
sales offices in Janesville, North Branch, and Marrero, RathGibson
has also strategically placed sales offices in Houston, Texas,
USA; Shanghai, China; Manama, Bahrain; Melbourne, Australia;
Seoul, Republic of Korea; Mumbai, India; Singapore; Vienna,
Austria; and Buenos Aires, Argentina.

RathGibson, Inc., together with three affiliates, filed for
Chapter 11 on June 13, 2009 (Bankr. D. Del. Case No. 09-12452).
Attorneys at Young, Conaway, Stargatt & Taylor and Willkie Farr &
Gallagher LLP serve as co-counsel.  Jefferies & Company Inc. and
Mesirow Financial Consulting LLC have been hired as financial
advisors.  Kelley Drye & Warren LLP serves as special corporate
counsel.  Garden City Group is claims and notice agent.  The
petition says that Rathgibson has assets and debts of $100 million
to $500 million.

Scott Welkis, Esq., Kristopher M. Hansen, Esq., and Jayme T.
Goldstein, Esq., at Stroock & Stroock & Lavan represent Wilmington
Trust FSB, as administrative agent, and an ad hoc committee of
certain holders of Senior Notes.  Attorneys at Richards, Layton &
Finger P.A., also represent the ad hoc noteholders committee.


READER'S DIGEST: Proposes Protocol for Omnibus Claims Objections
----------------------------------------------------------------
The Reader's Digest Association, Inc., and its Debtor affiliates,
notify parties-in-interest that they will present to the Court for
signature on February 25, 2010, their request for approval of
certain procedures for filing omnibus objections to claims filed,
scheduled or otherwise asserted against the Debtors in the Chapter
11 cases.  Objections to the request are due February 22.

James H.M. Sprayregen P.C., Esq., at Kirkland & Ellis LLP, in New
York, relates that the Debtors must review all proofs of claim and
other claims asserted against the bankruptcy estates for possible
objections as part of the claims reconciliation process, which is
underway.  To date, the Debtors have filed three omnibus
objections against more than 180 claims totaling approximately $20
million.

Although the Debtors expect to object to the majority of claims on
the grounds enumerated in Rule 3007(d) of the Federal Rules of
Bankruptcy Procedure, certain claims necessitate objections on
additional grounds not expressly set forth therein, including that
the claims, in whole or in part:

  -- are inconsistent with the Debtors' books and records;

  -- fail to specify the asserted claim amount, other than
     "unliquidated";

  -- seek recovery of amounts for which the Debtors are not
     liable;

  -- are incorrectly or improperly classified;

  -- have been formally withdrawn by the claimant through the
     filing of a pleading or a Court order indicating withdrawal
     of the claim;

  -- are filed against non-debtors or are filed against multiple
     Debtors;

  -- fail to specify a Debtor against whom the claim is
     asserted;

  -- are disallowed pursuant to Section 502 of the Bankruptcy
     Code; and

  -- fail to sufficiently specify the basis for the claim or
     provide sufficient supporting documentation.

To minimize the cost, confusion and delay otherwise attendant to
preparing and filing individual objections on a claim-by-claim
basis, the Debtors seek to object to more than 100 claims in an
omnibus objection format consistent with the proposed objection
procedures, Mr. Sprayregen says.

The Objection Procedures describe the key aspects of the objection
process, including:

  (a) the form of Omnibus Objection, exhibits and supporting
      documentation;

  (b) the form of Objection Notice;

  (c) the information necessary for affected creditors to
      attempt to informally resolve the objection to their claim
      and file a formal response, and the implications of
      failing to timely resolve the objection;

  (d) information relating to filing a formal reply to a filed
      response; and

  (e) information relating to discovery and hearings on Omnibus
      Objections.

To protect the due process rights of creditors, the Debtors will
comply with the procedural safeguards for other omnibus claim
objections set forth in Rule 3007(e).  The Debtors also intend to
serve affected creditors with a customized omnibus objection
notice.

In terms of efficiency, Mr. Sprayregen contends that the Objection
Procedures allow the Debtors to complete the claims reconciliation
process in a timely, efficient and cost-effective manner by
avoiding the costs, resources and delay attendant to preparing and
filing tens of hundreds individualized objections based on the
same underlying grounds.  In terms of due process, the procedures
protect due process rights by implementing the same safeguards for
omnibus objections set forth in Rule 3007(e) and the
individualized noticing process, he continues.

               About The Reader's Digest Association

RDA is a global multi-brand media and marketing company that
educates, entertains and connects audiences around the world.  The
company builds multi-platform communities based on branded
content.  With offices in 44 countries, it markets books,
magazines, and music, video and educational products reaching a
customer base of 130 million in 78 countries.  It publishes 94
magazines, including 50 editions of Reader's Digest, the world's
largest-circulation magazine, operates 65 branded Web sites
generating 22 million unique visitors per month, and sells
40 million books, music and video products across the world each
year.  Its global headquarters are in Pleasantville, N.Y.

Reader's Digest said that as of June 30, 2009, it had total assets
of US$2.2 billion against total debts of US$3.4 billion.

Reader's Digest, together with its 47 affiliates, filed for
Chapter 11 on August 24 (Bankr. S.D.N.Y. Case No. 09-23529).
Kirkland & Ellis LLP has been engaged as general restructuring
counsel.  Mallet-Prevost, Colt & Mosle LLP has been tapped as
conflicts counsel.  Ernst & Young LLP is auditor.  Miller Buckfire
& Co, LLC, is financial advisor.  AlixPartners, LLC, is
restructuring consultant.  Kurtzman Carson Consultants is notice
and claims agent.

The Official Committee of Unsecured Creditors is tapping BDO
Seidman, LLP, as financial advisor, Trenwith Securities, LLP, as
investment banker and Otterbourg, Steindler, Houston & Rosen,
P.C., as counsel.

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


RECTICEL NA: Gets Court OK for $4 Million DIP Financing
-------------------------------------------------------
The Hon. Phillip J. Shefferly of the U.S. Bankruptcy Court for the
Eastern District of Michigan authorized, on a final basis,
Recticel North America, Inc., and Recticel Interiors North
America, LLC, to obtain a senior secured, debtor-in-possession
financing of up to $4,000,000 from Recticel N.V./S.A.

The Debtors requested approval for a DIP funding of up to $10
million.

The Debtors would use the money for the orderly continuation of
the operation of their businesses.

As adequate protection for any diminution in value of the DIP
lenders' collateral, the Debtors will grant the DIP lender (i)
replacement liens on all of the Debtors' prepetition and
postpetition assets, (ii) superpriority administrative expense
claim.

                 About Recticel North America

Brussels-based Recticel SA (NYSE Euronext: REC) ---
http://www.recticel.com/-- makes and sells foam filling for
automobiles.

Two units of Recticel -- Recticel North America, Inc., and
Recticel Interiors North America, LLC -- filed for Chapter 11 on
Oct. 29, 2009 (Bankr. E.D. Mich. Case No. 09-73411).

RINA makes and sell interior trim for cars in the United States
and RUNA operates in the manufacture of Colo-fast light-stable
polyurethane compounds, which are used by RINA.  RINA and RUNA
have 250 employees.

Together, the Auburn Hills, Michigan-based companies reported
revenue of US$69.6 million in 2008 and US$28.3 million for the
first nine months of 2009. Combined assets are US$13.9 million,
with combined debt totaling US$105.9 million.

The case is In re Recticel North America Inc., 09-73411,
U.S. Bankruptcy Court, Eastern District Michigan (Detroit).


REMEDIAL CYPRUS: Asks for U.S. Court OK to Obtain DIP Financing
---------------------------------------------------------------
Remedial (Cyprus) Public Company Ltd. has asked for authorization
from the U.S. Bankruptcy Court for the Southern District of New
York to obtain postpetition secured financing from Norsk
Tillitsmann ASA, as loan trustee on behalf of the prepetition
noteholders.

The DIP lenders have committed to provide up to $5 million as a
term loan.  Prior to the entry of the final order, and subject to
the entry of an interim order approving the Debtor's request to
obtain DIP financing, the Debtor will be permitted to borrow up to
an aggregate of $2 million.

Scott Cargill, Esq., at Lowenstein Sandler PC, explains that the
Debtor needs the money to fund its Chapter 11 case, pay suppliers
and other parties.

The obligations under the DIP Facility are due and payable on the
period from the closing date to: (i) 30 days after the Petition
Date if a Final Order hasn't been entered by that date; (ii) 10
months after the Petition Date or (vi) 45 days after the date on
which the Debtor has filed a motion for entry of an order
approving bidding procedures related to the sale of all or
substantially all of the assets of the Debtor if, by that time, an
order hasn't been entered.

The DIP Facility will accrue interest on a daily basis at a rate
equal to 12.0% per annum, which will be compounded into the
principal outstanding amount of the Obligations at the end of each
month and will be payable on the earlier to occur of the date on
which the Obligations are repaid and the Termination Date.  Upon
the termination declaration date, the outstanding principal amount
of the obligations will accrue interest at the rate in effect plus
3.0%, and that interest will be payable on demand.

The DIP Obligations will be secured by a first-priority perfected
security interest and valid, perfected, enforceable and non-
avoidable liens as of the Petition Date which were senior in
priority to liens securing obligations owing to the Loan Trustee
under the Bond Loan Agreement as of the Petition Date.

The Debtor will grant: (i) the DIP Loan Trustee and the DIP
Lenders allowed superpriority administrative expense claims;
And (ii) the DIP Loan Trustee, for the benefit of itself and the
DIP Lenders, automatically perfected security interests in and
liens on all of the DIP Collateral.

The Debtor will pay the principal, interest, fees, expenses and
other amounts payable under each of the DIP Documents as they
become due.

The DIP lien is subject to a carve-out for U.S. Trustee and Clerk
of Court fees; up to $250,000 in fees payable to professional
employed by the Debtor and any statutory committee; and fees
payable to a Chapter 7 trustee in an aggregate amount not to
exceed $25,000.

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

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

Mr. Cargill says that the Debtor will also use the Cash Collateral
to provide additional liquidity.  The Prepetition Note Trustee
will be granted continuing, valid, binding, enforceable, non-
avoidable and automatically perfected postpetition security
interests in and liens on all of the DIP Collateral as partial
adequate protection to the Prepetition Note Trustee.  As further
adequate protection, the Prepetition Note Trustee and Prepetition
Noteholders will be granted an allowed superpriority
administrative expense claim in each of the Case and any Successor
Case.

                      About Remedial (Cyprus)

Based in Limassol, Cyprus, Remedial (Cyprus) Public Company owns
and operates self-propelled jack up rigs called Elevating Support
Vessels. The vessels facilitate offshore well intervention
activities and work-over services.

Remedial (Cyprus) Public Company Ltd. -- dba Brufani
Shipmanagement Limited and Remedial Cyprus Limited -- filed for
Chapter 11 bankruptcy protection on February 17, 2010 (Bankr.
S.D.N.Y. Case No. 10-10782).  Kenneth A. Rosen, Esq., at
Lowenstein Sandler, P.C., assists the Company in its restructuring
effort.  The Company estimated its assets and debts at
$100,000,001 to $500,000,000.


REMEDIAL CYPRUS: Taps Lowenstein Sandler as Bankruptcy Counsel
--------------------------------------------------------------
Remedial (Cyprus) Public Company Ltd. has asked for authorization
from the U.S. Bankruptcy Court for the Southern District of New
York to employ Lowenstein Sandler PC as bankruptcy counsel,
effective as of the Petition Date.

Lowenstein Sandler will, among other things:

     (a) take necessary actions to protect and preserve the
         Debtor's estate during the pendency of the Debtor's
         Chapter 11 case, including the prosecution of actions by
         the Debtor, the defense of actions commenced against the
         Debtor, negotiations concerning litigation in which the
         Debtor is involved and objecting to claims filed against
         the estate;

     (b) prepare on behalf of the Debtor, as debtor-in-possession,
         necessary motions, applications, answers, orders, reports
         and papers in connection with the administration of the
         Debtor's Chapter 11 case;

     (c) counsel the Debtor with regard to its rights and
         obligations as debtor-in-possession; and

     (d) appear in Court and to protect the interests of the
         Debtor before the Court.

John K. Sherwood, a member of Lowenstein Sandler, says that the
firm will be paid based on the hourly rates of its personnel:

         Members (Principals)          $425-$785
         Senior Counsel                $350-$570
         Counsel                       $335-$500
         Associates                    $230-$400
         Paralegals & Assistants       $120-$210

Mr. Sherwood assures the Court that Lowenstein Sandler is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                      About Remedial (Cyprus)

Based in Limassol, Cyprus, Remedial (Cyprus) Public Company owns
and operates self-propelled jack up rigs called Elevating Support
Vessels. The vessels facilitate offshore well intervention
activities and work-over services.

Remedial (Cyprus) Public Company Ltd. -- dba Brufani
Shipmanagement Limited and Remedial Cyprus Limited -- filed for
Chapter 11 bankruptcy protection on February 17, 2010 (Bankr.
S.D.N.Y. Case No. 10-10782).  Kenneth A. Rosen, Esq., at
Lowenstein Sandler, P.C., assists the Company in its restructuring
effort.  The Company estimated its assets and debts at
$100,000,001 to $500,000,000.


REMEDIAL CYPRUS: Wants March 18 Deadline for Filing of Schedules
----------------------------------------------------------------
Remedial (Cyprus) Public Company Ltd. has asked the U.S.
Bankruptcy Court for the Southern District of New York to extend
by an additional 15 days until March 18, 2010, the deadline for
the filing of schedules of assets and liabilities, statements of
financial affairs, and schedules of executory contracts and
unexpired leases.

The Debtor anticipates that the current March 3, 2010 deadline
won't be enough to prepare the schedules and statements, as the
Debtor must gather substantial information from its books and
records and documentation held by third parties across the world.
According to the Debtor, the time of its financial personnel
during the early stages of this case has been consumed with many
new tasks as it transitions into Chapter 11, including the
solicitation and negotiation of debtor-in-possession financing.

                      About Remedial (Cyprus)

Based in Limassol, Cyprus, Remedial (Cyprus) Public Company owns
and operates self-propelled jack up rigs called Elevating Support
Vessels. The vessels facilitate offshore well intervention
activities and work-over services.

Remedial (Cyprus) Public Company Ltd. -- dba Brufani
Shipmanagement Limited and Remedial Cyprus Limited -- filed for
Chapter 11 bankruptcy protection on February 17, 2010 (Bankr.
S.D.N.Y. Case No. 10-10782).  Kenneth A. Rosen, Esq., at
Lowenstein Sandler, P.C., assists the Company in its restructuring
effort.  The Company estimated its assets and debts at
$100,000,001 to $500,000,000.


ROBERT MILLER: U.S. Trustee Unable to Form Creditors Committee
--------------------------------------------------------------
Robert D. Miller Jr., the acting U.S. Trustee for Region 18,
notified the U.S. Bankruptcy Court for the Eastern District of
Washington that he was unable to appoint an official committee of
unsecured creditors in the Chapter 11 case of Premium Developments
LLC.

The U.S. Trustee related that there were insufficient indications
of willingness from the unsecured creditors to serve on a
creditors committee.

East Wenatchee, Washington-based Premium Developments LLC filed
for Chapter 11 bankruptcy protection on December 4, 2009 (Bankr.
E.D. Wash. Case No. 09-06746).  Allan L. Galbraith, Esq., at Davis
Arneil Law Firm LLP assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


RUBICON US REIT: Must Negotiate with Global Only Until March 8
--------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Rubicon US REIT Inc.
won approval from the Bankruptcy Court for a prepetition agreement
made where Global Asset Capital LLC has the exclusive right to
negotiate for an acquisition of the business until March 8.

A group of holders of notes issued by Rubicon US REIT, Inc., has
filed a motion seeking the termination of Rubicon's exclusive
periods to propose and solicit acceptances of a plan.

The Rubicon Noteholders say the Debtors were forced to file for
bankruptcy as a result of a series of "disastrous errors committed
by their directors and their attorney."  Rubicon, according to the
Noteholders, entered into a one-sided, secret letter of intent
with Global Asset Capital LLC that put "Rubicon and the other
Debtors on a disastrous and value-diminishing course".  They argue
that giving them the right to propose a plan will undo what they
called the company's "irresponsible and ill-advised" decision
before bankruptcy to sign the agreement with Global.  The motion
on the right to file a plan was pushed back to March 1.

Before the Chapter 11 filing on Jan. 20, Global obtained a
restraining order from the Delaware Chancery Court precluding
Rubicon from negotiating with anyone else under a letter of intent
from November.  To avoid damages resulting from violating the
agreement, Rubicon decided to sign an exclusivity agreement with
Global and have it approved by the bankruptcy judge.

                       About Rubicon US REIT

Rubicon US REIT Inc. is a Chicago-based real estate investment
trust.  Rubicon filed for Chapter 11 bankruptcy protection on
January 20, 2010 (Bankr. D. Del. Case No. 10-10160).  Attorneys at
Phillips, Goldman & Spence, have been tapped as bankruptcy
counsel.  Phillips, Goldman & Spence, P.A. is Delaware bankruptcy
counsel Grant Thornton LLP is the Company's financial advisor.
Garden City Group is the claims and notice agent.  In its
petition, the Company listed $100,000,001 to $500,000,000 in
assets and $100,000,001 to $500,000,000 in liabilities.  The
Company's affiliates -- Rubicon GSA II, LLC, et al. -- also filed
Chapter 11 petitions.


SINOBIOMED INC: Issues 1,000,000 Shares for $300,000 Debt
---------------------------------------------------------
SinoBiomed Inc. on February 17, 2010, issued 1,000,000 shares of
common stock of the Company to two individuals with respect to the
conversion of a debt of $300,000 owing to an entity in Singapore
at a conversion price of $0.30 per share.

The Company believes that the issuance is exempt from registration
under Regulation S or Section 4(2) under the Securities Act as the
securities were issued to the individuals through an offshore
transaction which was negotiated and consummated outside of the
United States.

                       Delinquent Reporting

Sinobiomed has not filed its quarterly report for the period
ended March 31, 2009, and its annual report for the period ended
December 31, 2008.

On May 20, 2009, the Company's securities were dropped from the
OTCBB to the Pink Sheets as a result of the Company not filing its
Form 10-K within the 30-day grace period after the extended
deadline for the filing of the Form 10-K.

Sinobiomed Inc.'s consolidated balance sheet at September 30,
2008, showed total assets of $8,355,042 and total liabilities of
$16,506,425, resulting in total stockholders' deficit of
$8,151,383.

                         About Sinobiomed

Sinobiomed Inc. formerly CDoor Corp. (OTC BB: SOBM)
-- http://www.sinobiomed.com/-- was incorporated in the State of
Delaware.  The Company is a Chinese developer of genetically
engineered recombinant protein drugs and vaccines.  Based in
Shanghai, Sinobiomed currently has 10 products approved or in
development: three on the market, four in clinical trials and
three in research and development.  The Company's products respond
to a wide range of diseases and conditions, including: malaria,
hepatitis, surgical bleeding, cancer, rheumatoid arthritis,
diabetic ulcers and burns, and blood cell regeneration.

                      Going Concern Doubt

Schumacher & Associates Inc., in Denver, expressed substantial
doubt about Sinobiomed Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended December 31, 2007.  The auditing
firm reported that the Company has experienced losses since
commencement of operations and has negative working capital and a
stockholders' deficit.

The Company is in the process of researching, developing, testing
and evaluating proposed new pharmaceutical products and has not
yet determined whether these products are technically or
economically feasible.  Management's plan is to actively search
for new sources of capital, including government and non-
government grants toward research projects and new equity
investment.


SIX FLAGS: Gets Nod for $6.86MM Flatiron Premium Finance Pact
-------------------------------------------------------------
Six Flags Inc. and its units sought and obtained the Court's
authority to enter into a premium finance agreement with Flatiron
Capital, a division of Wells Fargo Bank, N.A., to obtain credit
from Flatiron in the amount of $6,860,092.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.
in Wilmington, Delaware, tells the Court that the Debtors, in
order to continue operating in the ordinary course of business,
are required to maintain various insurance policies.

According to Mr. DeFranceschi, the Debtors have engaged in
discussions with various companies in the business of providing
insurance premium financing and determined that Flatiron offers
the most advantageous terms.

The Premium Finance Agreement contemplates these terms:

(a) Flatiron will give the Debtors a total financing grant of
     $6,860,092;

(b) The annual percentage rate is 4.99%;

(c) The credit will mature on September 31, 2010;

(d) The credit is to be paid in nine monthly payments, each in
     the amount of $778,168;

(e) The Debtors, so long as financing a commercial policy, will
     pay a late charge equal to 5% of the payment due on each
     payment not received by the lender within five days after
     the due date, except as the default charges exceed the
     maximum charge permitted by law;

(f) If a default by the Debtors results in the cancellation of
     any Named Policies, the Debtors will pay Flatiron an amount
     equal to the maximum cancellation charge permitted by law;

(g) The Debtors grant Flatiron a security interest in all
     insurance policies listed under the Schedule of Policies
     and all unearned premium, return premium, dividend
     payments, and loss payments; and

(h) The Debtors will pay Flatiron a financing grant in the
     amount of $143,421.

In view of the agreement, at the Debtors' behest, the Court
determined that Flatiron's lien and security interest in these
premiums be senior to (i) the rights of the Debtors' estates in
these or any subsequent proceedings under the Bankruptcy Code,;
and (ii) the rights of any person claiming a lien or security
interest in any of the Debtors' assets, to the extent allowed by
Section 364(c)(1) of the Bankruptcy Code.

Additionally, the Court determined that Flatiron's liens and
security interests as duly perfected without further action by
Flatiron.  In the event of default by the Debtors under the
Agreement, Flatiron requests that it be permitted by the Court to
exercise its rights without moving for relief from automatic stay
and without further order the Court.

                           About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Proposes Settlement with Commonwealth Insurance
----------------------------------------------------------
Six Flags Inc. and its units seek approval from the U.S.
Bankruptcy Court for the District of Delaware of a settlement
agreement and release between and among the Debtors and
Commonwealth Insurance Company.

Daniel J. DeFranceschi, Esq., at Richards, Layton & Finger, P.A.
in Wilmington, Delaware, relates that on August 29, 2005, Six
Flags New Orleans, one of the Debtors' parks located in New
Orleans, Louisiana, was severely damaged as a result of Hurricane
Katrina, and thereafter was unable to open for business.

By an agreement with the landlord for Six Flags New Orleans, the
Debtors were able to terminate their interest in the leased
property comprising of Six Flags New Orleans, Mr. DeFranceschi
says.  The Debtors then filed a lawsuit against Commonwealth and
other property insurers, which is pending before the U.S.
District Court for the Eastern District of Louisiana, concerning
the Debtors' rights to payments under the Commonwealth insurance
policy in connection with its losses from Hurricane Katrina.

In February 2008, the District Court ruled in summary judgment
that the flood insurance sub-limit was applicable to the
Commonwealth Policy.  According to Mr. DeFranceschi, the Debtors
appealed this ruling in April 2009 to the United States Court of
Appeals of the Fifth Circuit, which reversed the District Court's
entry of judgment for Commonwealth, remanding coverage issues as
to the Commonwealth Policy back to the District Court for further
consideration.

In this regard, the Debtors and Commonwealth recently engaged in
arms-length discussions concerning a settlement resolving their
liabilities in connection with the Lawsuit and any loss sustained
by the Debtors at Six Flags New Orleans.  In November 2009,
Commonwealth and the Debtors entered into the settlement.  In
accordance with the Settlement, Commonwealth agreed to pay the
Debtors a one-time payment in full satisfaction of the Debtors'
Claims against Commonwealth with respect to any losses incurred
at Six Flags New Orleans.  In exchange of the payment, the
Debtors and Commonwealth agreed to release the other party from
all manner of actions in connection with the Lawsuit and the
Appraisals.

The Settlement allows the Debtors to avoid costly, burdensome and
uncertain litigation by fully resolving potential insurance
claims, Mr. DeFranceschi tells the Court.  He believes it is
critical to the Debtors and their estates and creditors that the
Settlement be effective immediately.  On behalf of the Debtors,
Mr. DeFranceschi asks the Court for a waiver of the 14-day stay
imposed by Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure.

In a separate filing, the Debtors ask the Court that their
Settlement Agreement and Release with Commonwealth be filed under
seal.

                           About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: U.S. Trustee Opposes Merrill as Financial Advisor
------------------------------------------------------------
Roberta A. De Angelis, acting United States Trustee for Region 3
asks the Court to deny Six Flags Inc.'s application to employ
Merrill Lynch, Pierce, Fenner & Smith Incorporated as Financial
Advisor to the Board of Directors.

The Office of the United States Trustee tells the Court that it
objects to the employment of Merrill Lynch because the firm has
an interest adverse to the Debtors in light of its ownership and
affiliation with Bank of America Securities LLC and Bank of
America N.A., both of which are exit financing entities in the
Debtors' Chapter 11 cases.

In an effort to resolve the uncertainties surrounding the plan
process, in September 2009, the Board determined that it was
appropriate to retain experienced professionals to render
independent financial advisory services to the Board in
connection with the Debtors' Chapter 11 cases to assist the Board
in evaluating various alternatives available to the Debtors.

According to Jeffrey R. Speed, the Debtors' chief financial
officer, the Debtors' ultimate goal in employing Merrill Lynch is
to provide the Board, and by extension, the Debtors, their
estates, and other parties in interest, with an independent
review and analysis regarding various available alternatives and
to assist the Debtors in exiting chapter 11 quickly and
efficiently.

                           About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SONIC AUTOMOTIVE: BlackRock Holds 7.29% of Class A Shares
---------------------------------------------------------
BlackRock Inc. disclosed that as of December 31, 2009, it may be
deemed to beneficially own 2,921,370 shares or roughly 7.29% of
the Class A common stock of Sonic Automotive, Inc.

Headquartered in Charlotte, North Carolina, Sonic Automotive, Inc.
(NYSE: SAH) -- http://www.sonicautomotive.com/-- is the nation's
third-largest automotive retailer, operating 145 franchises.

At December 31, 2009, the Company had total assets of
$2,068,855,000; against total current liabilities of
$1,006,901,000, long-term debt of $552,150,000, and other long-
term liabilities of $141,052,000; resulting in stockholders'
equity of $368,752,000.

                           *     *     *

As reported by the Troubled Company Reporter on February 2, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Sonic Automotive to 'B+' from 'CCC+'.  The TCR on
January 29, 2010, said Moody's Investors Service upgraded to B2
from Caa1 the Corporate Family and Probability of Default ratings
of Sonic Automotive, as well as certain individual debt issues.


SONIC AUTOMOTIVE: Dimensional Fund Holds 3.22% of Class A Shares
----------------------------------------------------------------
Dimensional Fund Advisors LP disclosed that as of December 31,
2009, it may be deemed to beneficially own 1,289,958 shares or
roughly 3.22% of the Class A common stock of Sonic Automotive,
Inc.

Headquartered in Charlotte, North Carolina, Sonic Automotive, Inc.
(NYSE: SAH) -- http://www.sonicautomotive.com/-- is the nation's
third-largest automotive retailer, operating 145 franchises.

At December 31, 2009, the Company had total assets of
$2,068,855,000; against total current liabilities of
$1,006,901,000, long-term debt of $552,150,000, and other long-
term liabilities of $141,052,000; resulting in stockholders'
equity of $368,752,000.

                           *     *     *

As reported by the Troubled Company Reporter on February 2, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Sonic Automotive to 'B+' from 'CCC+'.  The TCR on
January 29, 2010, said Moody's Investors Service upgraded to B2
from Caa1 the Corporate Family and Probability of Default ratings
of Sonic Automotive, as well as certain individual debt issues.


SONIC AUTOMOTIVE: FMR, Fidelity Hold 14.282% of Class A Shares
--------------------------------------------------------------
FMR LLC and Edward C. Johnson 3d disclosed that they may be deemed
to hold 5,913,398 shares or roughly 14.282% of the Class A common
stock of Sonic Automotive, Inc.

Fidelity Management & Research Company, a wholly owned subsidiary
of FMR LLC, is the beneficial owner of 4,117,494 shares or 9.945%
of the Class A shares as a result of acting as investment adviser
to various investment companies registered under Section 8 of the
Investment Company Act of 1940.  The number of shares of Class A
Common Stock of Sonic Automotive owned by the investment companies
at December 31, 2009 included 327,294 shares of Class A Common
Stock resulting from the assumed conversion of $4,380,000
principal amount of SONIC AUTO 5% CV 10/1/29 (74.7245 shares of
Class A Common Stock for each $1,000 principal amount of
debenture).

The ownership of one investment company, Fidelity Low-Priced Stock
Fund, amounted to 2,800,000 shares or 6.763% of the Class A Common
Stock outstanding.

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 4,117,494
shares owned by the Funds.

Headquartered in Charlotte, North Carolina, Sonic Automotive, Inc.
(NYSE: SAH) -- http://www.sonicautomotive.com/-- is the nation's
third-largest automotive retailer, operating 145 franchises.

At December 31, 2009, the Company had total assets of
$2,068,855,000; against total current liabilities of
$1,006,901,000, long-term debt of $552,150,000, and other long-
term liabilities of $141,052,000; resulting in stockholders'
equity of $368,752,000.

                           *     *     *

As reported by the Troubled Company Reporter on February 2, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Sonic Automotive to 'B+' from 'CCC+'.  The TCR on
January 29, 2010, said Moody's Investors Service upgraded to B2
from Caa1 the Corporate Family and Probability of Default ratings
of Sonic Automotive, as well as certain individual debt issues.


SONIC AUTOMOTIVE: Loomis Sayles Holds 5.16% of Class A Shares
-------------------------------------------------------------
Loomis, Sayles & Co., L.P., disclosed that as of December 31,
2009, it may be deemed to beneficially own 2,069,583 shares or
roughly 5.16% of the Class A common stock of Sonic Automotive,
Inc.

Headquartered in Charlotte, North Carolina, Sonic Automotive, Inc.
(NYSE: SAH) -- http://www.sonicautomotive.com/-- is the nation's
third-largest automotive retailer, operating 145 franchises.

At December 31, 2009, the Company had total assets of
$2,068,855,000; against total current liabilities of
$1,006,901,000, long-term debt of $552,150,000, and other long-
term liabilities of $141,052,000; resulting in stockholders'
equity of $368,752,000.

                           *     *     *

As reported by the Troubled Company Reporter on February 2, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Sonic Automotive to 'B+' from 'CCC+'.  The TCR on
January 29, 2010, said Moody's Investors Service upgraded to B2
from Caa1 the Corporate Family and Probability of Default ratings
of Sonic Automotive, as well as certain individual debt issues.


SONIC AUTOMOTIVE: Swings to $31,548,000 Net Income for 2009
-----------------------------------------------------------
Sonic Automotive, Inc., swung to net income of $31,548,000 for the
year ended December 31, 2009, from a net loss of $692,349,000 for
2008.  Total revenues were $6,131,709,000 for 2009 from 7,008,108
for 2008.

At December 31, 2009, the Company had total assets of
$2,068,855,000; against total current liabilities of
$1,006,901,000, long-term debt of $552,150,000, and other long-
term liabilities of $141,052,000; resulting in stockholders'
equity of $368,752,000.

B. Scott Smith, the Company's President, said, "The operating
initiatives that our stores have been refining over the course of
this year continued to drive value for us in the fourth quarter.
Vehicle volume for both our new and used business was up nicely as
a result of our e-Commerce, advertising and other strategies. Our
strong luxury brand mix contributed to our performance as pre-tax
profits at our luxury-branded stores were up significantly
compared to the prior year quarter. As we progressed through the
fourth quarter and the industry-wide new vehicle sales volume
rose, we saw dealership profits rise substantially due to our
ability to leverage the cost reductions we've made throughout the
year."

The Company said its overall liquidity position improved in 2009
as a result of its repayment of its 5.25% Convertible Notes, its
6.0% Convertible Notes and all but $17.0 million of its 4.25%
Convertible Notes through the issuance of 10,350,000 shares of
Class A common stock and $172.5 million of 5.0% Convertible Notes
which generated $266.4 million of net proceeds.  In addition,
subsequent to December 31, 2009, the Company replaced its 2006
Credit Facility which was scheduled to expire in February 2010
with a new credit facility.

On January 15, 2010, Sonic Automotive entered into an amended and
restated syndicated credit agreement dated January 15, 2010, with
Bank of America, N.A., as administrative agent and Bank of
America, N.A., DCFS USA LLC, BMW Financial Services NA, LLC,
Toyota Motor Credit Corporation, JPMorgan Chase Bank, N.A.,
Wachovia Bank, National Association, Comerica Bank and World Omni
Financial Corp., as Lenders and Wells Fargo Bank National
Association, as LC issuer.  The Revolving Facility matures on
August 15, 2012.

The Revolving Facility has a borrowing limit of $150 million,
which may be expanded up to $215 million in total credit
availability upon satisfaction of certain conditions.  The
Revolving Facility is available for acquisitions, capital
expenditures, working capital and general corporate purposes.

On January 15, 2010, Sonic and certain of its subsidiaries also
entered into a syndicated floorplan credit facility with Bank of
America, N.A., as administrative agent, and Bank of America, N.A.,
JPMorgan Chase Bank, N.A., Wachovia Bank, National Association and
Comerica Bank, as lenders.  The Floorplan Facility is comprised of
a new vehicle revolving floorplan facility in an amount up to
$321 million and a used vehicle revolving floorplan facility in an
amount up to $50 million, subject to compliance with a borrowing
base.  Sonic may, under certain conditions, request an increase in
the Floorplan Facility by up to $125 million, which shall be
allocated between the New Vehicle Floorplan Facility and the Used
Vehicle Floorplan Facility as Sonic requests, with no more than
15% of the aggregate commitments allocated to the commitments
under the Used Vehicle Floorplan Facility.

The New Vehicle Floorplan Facility provides availability to
finance new vehicle inventory pursuant to borrowing requests or
new vehicle drafts presented by specific vehicle manufacturers or
distributors.  The Used Vehicle Floorplan Facility provides
availability to finance the acquisition of used vehicle inventory,
other working capital and capital expenditures and for other
lawful purposes.  The Floorplan Facility matures on August 15,
2012.

In addition to existing bilateral floor plan credit arrangements
with DCFS USA LLC, Ford Motor Credit Company LLC, GMAC, Inc.
(formally known as General Motors Acceptance Corporation), and BMW
Financial Services NA, Inc., on or before January 15, 2010, Sonic
also entered into bilateral floor plan credit arrangements with
Toyota Motor Credit Corporation and World Omni Financial Corp.
Collectively, the bilateral floor plan credit facilities provide
financing for new and used vehicle inventory purchased from the
respective manufacturer affiliates of these captive finance
companies (and, in some cases, also provide financing for new and
used vehicle inventory purchased from non-affiliated
manufacturers).  Each of the separate floor plan facilities bear
interest at variable rates based on prime rate or LIBOR.  Sonic's
obligations under each of these bilateral floor plan arrangements
are guaranteed by Sonic and are secured by liens on substantially
all of the assets of the respective Sonic subsidiaries that
receive financing under these arrangements.

Lenders under the Revolving Facility are also parties to the
Floorplan Facility or various floor plan arrangements with Sonic
and its subsidiaries.  Sonic and its affiliates also have
commercial banking, investment banking, mortgage financing, retail
lending and other lending relationships with certain of the
lenders under the Revolving Facility, Floorplan Facility and the
separate floor plan credit arrangements, or affiliates of such
lenders.  For some of these lending arrangements for the benefit
of certain Sonic affiliates, the particular lending arrangement is
secured by Sonic common stock held by the particular affiliate.
Sonic has also entered into derivative transactions with certain
of the lenders under the Revolving Facility and Floorplan Facility
or their affiliates, including interest rate swaps and warrant and
hedge transactions.

Additional details on the 2010 Facility and other agreements are
available at no charge at http://ResearchArchives.com/t/s?54f1

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?54f2

A full-text copy of the Company's annual report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?54f3

                       About Sonic Automotive

Headquartered in Charlotte, North Carolina, Sonic Automotive, Inc.
(NYSE: SAH) -- http://www.sonicautomotive.com/-- is the nation's
third-largest automotive retailer, operating 145 franchises.

                           *     *     *

As reported by the Troubled Company Reporter on February 2, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Sonic Automotive to 'B+' from 'CCC+'.  The TCR on
January 29, 2010, said Moody's Investors Service upgraded to B2
from Caa1 the Corporate Family and Probability of Default ratings
of Sonic Automotive, as well as certain individual debt issues.


SPANSION INC: Demands Documents from Convertible Noteholders
------------------------------------------------------------
Spansion Inc. and its units tell the Court that they have produced
127,000 pages of documents responsive to the Ad Hoc Committee of
Convertible Noteholders' document requests on a rolling basis
through mid-January 2010.

Following the receipt of an equity financing proposal from the
Convertible Committee on January 15, 2010, counsel for the
Debtors called counsel for the Convertible Committee on January
15, 2010, and informally requested that they provide evidence
sufficient to show all intended participants, subscribers or
investors in the proposed financing.  Counsel for the Convertible
Committee did not provide those information.

On February 1, 2010, the Debtors served on the Convertible
Committee the First Set of Requests for Production of Documents.
Among other things, the Debtors' requests formalized the
previously informal request for evidence sufficient to show all
intended participants, subscribers or investors in the
Convertible Committee's financing proposal.  The Debtors'
Requests also seek the production of documents regarding the
identity of members of the Converts Committee, communications
between the Converts Committee and their retained professionals,
and communications between the Convertible Committee or their
professionals, on the one hand, and the Ad Hoc Equity Committee
or their professionals, on the other hand.  However, the Debtors
maintain, the Convertible Committee has not produced a single
document in response to the Debtors' requests.

The Debtors, hence, ask the Court to require the Convertible
Committee:

  (a) to produce documents responsive to the Debtors' request no
      later than February 19, 2010;

  (b) to identify and provide copies of all demonstrative
      exhibits no later than February 19, 2010;

  (c) to identify the subject matters about which Luc Despins
      will be questioned at the Confirmation Hearing no later
      than February 19, 2010; and

  (d) to exclude Greg Poncetta from offering testimony or
      evidence in connection with the Confirmation Hearing.

The Debtors relate that they have expended considerable efforts
and expense to produce documents, provide witnesses for
deposition and adhere to the agreed upon discovery schedule while
the Convertible Committee blatantly disregard the rules and their
agreement, and completely ignored any discovery requests served
upon them.

Moreover, the Debtors aver, Mr. Poncetta should be excluded from
offering expert testimony or any other evidence at the
Confirmation Hearing.  According to the Debtors, the Convertible
Committee did not disclose him until February 9, 2010, well past
the January 27 deadline for expert identification and expert
report disclosure.

In support of the Debtors' request, Amy C. Quartarolo, Esq., at
Latham & Watkins LLP, in Wilmington, Delaware, affirmed the
Debtors' allegations that the Convertible Committee refused to
respond to the Debtors' document requests.

                    About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Wants Spansion Japan's $761-Mil. Claim Disallowed
---------------------------------------------------------------
Spansion Inc. and its units and the Official Committee of
Unsecured Creditors separately ask the Court to disallow Spansion
Japan Limited's rejection damages claim in its entirety.  Spansion
Japan filed with the Court Proof of Claim No. 1165 seeking payment
of $761,238,570 in rejection damages against Spansion LLC arising
from a rejection of a Second Amended and Restated Foundry
Agreement between Spansion LLC and Spansion Japan, dated
March 30, 2007.

According to the Debtors, Spansion Japan's Rejection Damages
Claim should be disallowed because:

  (a) As an initial matter, nowhere in the Proof of Claim does
      Spansion Japan offer any facts to support its alleged
      theory of damages, thus failing to meet its burden of
      establishing a prima facie case;

  (b) It defies logic that Spansion Japan's Rejection Damages
      Claim could possibly be as high as $761 million.  It is
      absurd for Spansion Japan to have a claim large enough to
      return equity upside to the Debtors.  Accordingly,
      Spansion Japan's damages are naturally limited to what it
      owes to its own creditors.

  (c) Any Rejection Damages Claim is subject to Section 502(d)
      of the Bankruptcy Code, which provides that preferential
      transferees' claims must be disallowed unless that
      transferee returns or otherwise compensates the debtor for
      any avoidable transfer.

The Debtors tell the Court that when appropriate deductions are
taken from the greatest possible amount of Spansion Japan's
damages, Spansion Japan's maximum claim for rejection damages is
$165 million.

For its part, the Committee asserts that approximately $86
million in prepetition transfers from Spansion LLC to Spansion
Japan are avoidable as preferential transfers under Section 547
of the Bankruptcy Code and are not otherwise subject to any
applicable defenses.  The Committee avers that until Spansion
Japan has paid the amount for which it is liable as a transferee
of a Preferential Transfer, the Spansion Japan Claim should be
disallowed.

                    About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Contrarian Ineligible to Join Rights Offering
-----------------------------------------------------------
Contrarian Funds, LLC, asks the Bankruptcy Court to compel
Spansion Inc. to recognize as valid the subscription forms that it
submitted in respect of certain claims purchased after the Rights
Offering Record Date.

On December 17, 2009, the Debtors filed their Plan of
Reorganization, setting forth the general terms of the Rights
Offering of New Spansion Common Stock to Rights Offering
Participants.  Pursuant to the Plan, a Rights Offering
Participant means "Each Holder of a Class 5A Claim, Class 5B
Claim or Class 5C Claim as of the Rights Offering Record Date
that is deemed to be allowed in the amount equal to or greater
than $100,000 for purposes of voting on the Plan pursuant to the
provisions of the Disclosure Statement Order."  Pursuant to the
Plan and the Order Confirming the Disclosure Statement, the
Rights Offering Record Date was fixed as December 14, 2009.

On January 25, 2010, Contrarian executed Transfer of Claim
agreements purchasing these claims against the Debtors, each
entitling the holder to participate in the Rights Offering:

                                                Allowed Class
Transferor                                      5B Claim Amount
----------                                      ---------------
AIG Commercial Equipment Finance, Inc.            $2,321,956
HCL Comnet System & Services Ltd.                  1,156,584
HCL Technologies Ltd.                              1,236,354
HCL America Inc.                                   1,142,196

On January 25, 2010, Contrarian submitted Subscription Forms and
Subscription Agreements in respect of each of the Claims.

On February 1, 2010, Epiq Bankruptcy Solutions, LLC as Claims and
Voting Agent, informed Contrarian by telephone that the
Subscription Forms submitted by it were deemed defective because
Contrarian was not the record holder as of December 14, 2009.

By this motion, Contrarian asks the Court to compel the Debtors
to recognize the Subscription Forms that it submitted in respect
of the claims as valid because:

  (a) other, similarly-situated creditors have transferred their
      Subscription Rights simply by disregarding the terms of
      the Plan and the Subscription Agreement; and

  (b) the Rights Offering Record Date set forth in the Plan is
      arbitrary and capricious.

                         Debtors Object

The relief Contrarian Funds, LLC seeks would necessarily
prejudice the large and complex reorganization of the Debtors and
rights of enumerable other creditors and parties-in-interest as
the Rights Offering has already been fully funded and all
eligible shares have been allocated to participants, says Sommer
L. Ross, Esq., at Duane Morris, LLP, in Wilmington, Delaware.

According to Ms. Ross, Contrarian's participation would require
the Court to order that shares that have already been allocated
to and paid for another party be transferred to Contrarian
despite Contrarian's failure to adhere to the rules established
for the Rights Offering.

"Because Contrarian was properly deemed ineligibe to participate
in the Rights Offering pursuant to the explicit terms of the
Disclosure Statement Order, the Motion should be denied," Ms.
Ross avers.

                    About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPECTRUM BRANDS: D.E. Shaw Laminar Owns 13.33% of Stock
-------------------------------------------------------

D. E. Shaw Laminar Portfolios, L.L.C., filed a Schedule 13D on
Februay 22, 2010, to report its acquisition of beneficial
ownership of 5% or more of Spectrum Brands' Common Stock, $0.01
par value.  D. E. Shaw Laminar Portfolios has previously filed a
statement on Schedule 13-G/A to report this acquistion.

D. E. Shaw Laminar Portfolios, L.L.C., et al., disclosed that as
of February 16, 2010, they may be deemed to beneficially own
shares of Spectrum Brands, Inc.'s common stock, $0.01 par value
per share:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
D. E. Shaw Laminar Portfolios, L.L.C.   4,069,995      13.3%
D. E. Shaw & Co., L.L.C.                4,069,995      13.3%
D. E. Shaw & Co., L.P.                  4,069,995      13.3%
David E. Shaw                           4,069,995      13.3%

The percentage of beneficial ownership is based upon 30,629,213
common shares issued and outstanding as of February 8, 2010, as
reported by Spectrum Brands in its Form 10-Q, as filed with the
SEC on February 10, 2010.

A full-text copy of D. E. Shaw Laminar's Schedule 13D is
available for free at http://researcharchives.com/t/s?554a

                     About Spectrum Brands

Headquartered in Atlanta, Georgia, Spectrum Brands, Inc. (OTC:
SPEB) -- http://www.spectrumbrands.com./-- is a global consumer
products company and a leading supplier of batteries, shaving and
grooming products, personal care products, specialty pet supplies,
lawn & garden and home pest control products, personal insect
repellents and portable lighting.  Its brand portfolio includes
Rayovac(R), Remington(R), Varta(R), Tetra(R), Marineland(),
Nature's Miracle(R), Dingo(R), 8-in-1(R), Spectracide(R),
Cutter(R), Repel(R), and HotShot(R).

On February 9, 2010, the Company signed a merger agreement with
Russell Hobbs, Inc.  The consummation of the merger is anticipated
to occur by the end of the third or fourth quarter of Spectrum
Brands' fiscal year 2010.

                         *     *     *

As reported in the TCR on February 12, 2010, Moody's Investors
Service placed the ratings of Spectrum Brands on review for
possible upgrade following its recent announcement that it had
signed a definitive merger agreement with Russell Hobbs,
Inc.

These ratings are placed under review:

* Corporate family rating at B3;

* Probability of default rating at B3;

* $1.3 billion senior secured term loan due June 2012 at B3
  (LGD 3, 49%);

* $218 senior subordinated notes due 2013 at Caa2 (LGD 6, 92%);
  and

* The LGD assessments are not on review, but are subject to
  change.

The last rating action was on October 6, 2009, when Moody's
assigned a B3 CFR and PDR with a stable outlook.


SPHERIS INC: Court OKs CBay-Led Auction on April 13
---------------------------------------------------
Spheris Inc. received approval from the U.S. Bankruptcy Court for
the District of Delaware for a sale process where MedQuist Inc.
and CBay Inc., portfolio companies of CBaySystems Holdings
Ltd., would be the lead bidder at an auction.

An auction will be held on April 13, if competing bids are
received by April 8.  The Debtor will present the results of the
auction at a hearing on April 15.

Subsidiaries of CBAy are under contract to buy the assets of
Spheris for $75.25 million, absent competing bids for the assets.
CBay will obtain ownership of substantially all of the assets of
the Debtors, except, among other things, substantially all
avoidance claims or causes of auctions available under Chapter 5
of the Bankruptcy Code.

CBay will receive a break-up fee of $2.1 million and expense
reimbursement of up to $375,000, in the event the Debtors closed a
deal with another buyer.

The lenders will be able to bid using their pre- and post-
bankruptcy loans rather than cash.  Ableco Finance LLC serves as
agent to the prepetition and DIP lenders.

"I am very pleased by today's positive court ruling, as it
continues the process forward for MedQuist.  We believe the
combination of these organizations will result in an even stronger
team of talented and skilled professionals to serve Spheris
customers and the healthcare market," stated MedQuist CEO Peter
Masanotti.  He continued, "Our goal is to provide an extensive
portfolio of products, technologies and solutions, and a seamless
transition that maintains a high level of quality service for all
customers.  In fact, it is our intent that account
representatives, medical transcriptionists, and other service and
QA professionals will remain as currently assigned to the Spheris
customers.  We stand by our commitment to excellence in customer
satisfaction and service levels 24 hours a day, every day, and we
recognize the critical value of our work as it supports our
customers' efforts to provide high quality patient care nationally
and internationally."

Spheris already has final approval for a $15 million loan to
finance its Chapter 11 case.

                           About Spheris

Based in Franklin, Tennessee, Spheris Inc. --
http://www.spheris.com/-- is a global provider of clinical
documentation technology and services.

Spheris Inc., along with five affiliates, filed for Chapter 11 on
Feb. 3, 2010 (Bankr. D. Del. Case No. 10-10352).  Attorneys at
Young Conaway Stargatt & Taylor, LLP, and Willkie Farr & Gallagher
LLP represent the Debtors in their Chapter 11 effort.  Jefferies &
Company serve as financial advisors to the Debtors.  Attorneys at
Schulte Roth & Zabel LLP and Landis Rath & Cobb LLP serve as
counsel to the prepetition and DIP lenders.  Garden City Group
Inc. is claims and notice agent.  The petition says that assets
range from $50,000,001 to $100,000,000 while debts range from
$100,000,001 to $500,000,000.


ST MARY'S: Moody's Upgrades Debt Rating on Hospital Bonds to 'Ba2'
------------------------------------------------------------------
Moody's Investors Service has upgraded the debt rating assigned to
St. Mary's Hospital's bonds to Ba2 from Ba3.  The upgrade is
attributable to three years of consistently profitable operating
performance that has allowed St. Mary's to rebuild cash and
investment balances to adequate levels.  The outlook remains
stable at the higher rating level.

Legal Security: The Series E bonds are secured by an absolute and
unconditional general obligation of the Obligated Group and a
pledge of Gross Receipts (as defined in the bond documents) and a
first mortgage on the Mortgaged Premises (as defined in the bond
documents).  The Obligated Group consists of St. Mary's Hospital
Corporation, an acute care hospital in Waterbury, Connecticut.
Consolidated subsidiaries include: the Franklin Medical Group
employed physician practice that provides outpatient services;
Scovill Medical Group, which owns and operates physician practices
in the area; Naugatuck Valley Surgical Center, in which the
Hospital has approximately 84% equity interest and provides
outpatient surgical services; and Southbury Diagnostic Imaging
Center, in which the Hospital has a 60% equity interest and
provides outpatient imaging services.  The hospital represents
approximately 87% of consolidated assets and 82% of consolidated
operating revenues.  This analysis incorporates the financial
performance of the entire consolidated health system.

Interest Rate Derivatives: None.

                            Strengths

* Financial performance has stabilized over the past three years
  and fiscal year 2009 was a very good year with operating cash
  flow growing 38% to $18.0 million (7.4% operating cash flow
  margin)

* Unrestricted cash and investments have doubled since fiscal year
  end 2006 and at December 31, 2009, days cash on hand and cash to
  debt are adequate at 51 days and 111%, respectively

                           Challenges

* Significantly underfunded defined benefit pension that requires
  annual contributions and inhibits St. Mary's ability to access
  capital and invest in its facility

* Challenging payer mix with over 20% Medicaid (based on gross
  charges)

* Multiple years of under-investment in the hospital's physical
  plant; the capital spending level has been below 1.0 times for
  many years

* Approximately $5 million per year in annual operating lease
  expense that reduces debt service coverage levels significantly
  when treated to a debt equivalent

                   Recent Developments/Results

FY 2009 was St. Mary's third consecutive year of operating
profitability, which is the primary factor behind the upgrade of
St. Mary's debt rating to Ba2 from Ba3.  FY 2009 operating cash
flow of $18.0 million (7.4% operating cash flow margin) is 38%
greater than FY 2008 and Moody's adjusted maximum annual debt
service coverage improved to 3.9 times from 2.9 times.
Importantly, St. Mary's has doubled its unrestricted cash and
investments position to $33.3 million at December 31, 2009 from
only $14.4 million at FYE 2006.  This translates to approximately
51days cash on hand and 111% cash to debt, respectively, metrics
that provide St. Mary's some cushion to absorb operating stresses.

A modest decline in inpatient admissions was offset by increasing
acuity, reduced average length of stay, an increase in surgical
volumes, and importantly, good expense control.  Admissions
declined 4.8% to 11,466 in FY 2009 (although an increase in short-
stay observation stays accounted for some of the decline) and the
Medicare case mix index increased to 1.56 from 1.49 in FY 2008.
Surgical volume increased 6.5%, although they are still below
prior years.  Overall revenue growth of 4.6% was adequate, but
also below prior years.  Expense management efforts included a
reduction in length of stay and other proactive measures such as
freezing new hires helped to keep operating expense growth to a
manageable 2.7%.

Although improved operating performance over the last three years
suggests that St. Mary's worst days are behind it, the hospital
faces several challenges that preclude a higher rating at this
time.  The defined benefit pension plan, although frozen, remains
significantly underfunded by $70.7 million (41% funded ratio on a
projected benefit obligation basis) and contributions have risen
the last few years from $2.5 million in FY 2006 to an expected
$5.8 million in FY 2010.  (We note, however that St. Mary's
pension plan is a church plan, and therefore is not subject to
ERISA funding requirements.) Additionally, St. Mary's has
increased the use of operating leases with annual lease expense
growing from $1.7 million in FY 2004 to $4.9 million in FY 2009.
Moody's adjusted FY 2009 MADS coverage falls to 2.6 times from 3.9
times in FY 2009 when adjusted for lease expense.

Another significant challenge has been capital spending.  St.
Mary's capital spending ratio has been sub 1.0 times for many
years and capital spending is not expected to rise significantly
in the near term.  Moody's believes that several years of poor
operating results and challenges stemming from the large pension
liability are the primary factors behind the low capital spending.

St.  Mary's balance sheet structure does not pose additional
risks.  All debt is fixed rate and all investments are
predominantly held in cash and fixed income with a small
allocation to equities.  All investments are liquid on a monthly
basis.

                             Outlook

The stable outlook at the higher rating level reflects our belief
that St. Mary's can continue to produce positive operating results
and maintain or improve the balance sheet position.

               What could change the rating - UP

Significant reduction of the pension liability; improved and
sustained cash flow that strengthens the balance sheet further

              What could change the rating -- DOWN

Operating losses; additional debt without commensurate increase in
cash flow and liquidity; weakening of liquidity ratios

                          Key Indicators

Assumptions & Adjustments:

  -- Based on financial statements for Saint Mary's Hospital, Inc.

  -- First number reflects audit year ended September 30, 2008

  -- Second number reflects audit year ended September 30, 2009

  -- Investment returns normalized at 6% unless otherwise noted

* Inpatient admissions: 12,049; 11,466

* Total operating revenues: $234.2 million; $244.2 million

* Moody's-adjusted net revenue available for debt service:
  $17.2 million; $23.3 million

* Total debt outstanding: $33.5 million; $31.3 million

* Maximum annual debt service: $6.0 million; $6.0 million

* MADS Coverage with reported investment income: 2.3 times; 3.2
  times

* Moody's-adjusted MADS Coverage with normalized investment
  income: 2.9 times; 3.9 times

* Debt-to-cash flow: 2.2 times; 1.5 times

* Days cash on hand: 46 days; 55 days

* Cash-to-debt: 84%; 109%

* Operating margin: 0.8%; 3.1%

* Operating cash flow margin: 5.6%; 7.4%

Rated Debt (debt outstanding as of September 30, 2009):

  -- Series E; fixed rate ($27.9 million outstanding) rated Ba2

The last rating action was on September 5, 2008, when the rating
of St. Mary's Hospital was affirmed at Ba3/stable.


STADACONA GENERAL: Chapter 15 Case Summary
------------------------------------------
Chapter 15 Petitioner: Edward D. Sherrick,
                       senior vice president and
                       chief financial officer

Chapter 15 Debtor: Stadacona General Partner Inc.
                     dba Commandite Stadacona Inc.
                   900-1959 Upper Water Street
                   Halifax
                   Nova Scotia, XX B3J 3N2

Chapter 15 Case No.: 10-31240

Chapter 15 Petition Date: February 24, 2010

Court: Eastern District of Virginia (Richmond)

Judge: Kevin R. Huennekens

Chapter 15 Petitioner's Counsel: Jonathan L. Hauser, Esq.
                                 Troutman Sanders LLP
                                 222 Central Park Avenue,
                                 Suite 2000
                                 P.O. Box 61185
                                 Virginia Beach, VA 23466-1185
                                 Tel: (757) 687-7768
                       Email: jonathan.hauser@troutmansanders.com

Estimated Assets: $0 to $50,000

Estimated Debts: $500,000,001 to $1,000,000,000


STANDARD STEEL: Moody's Junks Corporate Family Rating From 'B3'
---------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family and
probability of default ratings of Standard Steel, LLC, to Caa1
from B3.  The rating outlook remains negative.

The corporate family rating downgrade to Caa1 reflects weakness in
the railcar build market that will likely continue to weigh down
Standard Steel's earnings prospects in 2010 and possibly in 2011.
Lower total earnings in 2010 will continue to constrain the
company's ability to generate a meaningful level of free cash flow
for debt reduction, thus credit metrics could remain weak for an
extended period.  The Caa1 considers slim interest coverage,
significant customer concentration, and small revenue base against
a high degree of sector consolidation (which softens price
competition), the long-term need for railcar replacement wheel
manufacturing capacity, a substantial proportion of 2010 planned
manufacturing capacity covered under contracts, and existence of
raw material pricing surcharge provisions.  In Moody's view the
foregoing positives could support good volumes and margins if
demand levels were to improve.

The negative outlook reflects a weak liquidity profile stemming
from potential for a financial ratio covenant breach in 2010.
Additionally, prospects for refinancing the company's first lien
debts that mature in June 2012 may be challenging if the railcar
build outlook does not materially improve; the revolver portion of
the facility expires June 2011.

Additional ratings changes:

  -- $20 million first lien revolving credit facility due 2011 to
     Caa1 LGD 3, 44% from B3 LGD 3, 44%

  -- $100 million first lien term loan due 2012 to Caa1 LGD 3, 44%
     from B3 LGD 3, 44%

  -- $20 million first lien delayed draw term loan due 2012 to
     Caa1 LGD 3, 44% from B3 LGD 3, 44%

  -- $25 million second lien term loan due 2013 to Caa3 LGD 6, 92%
     from Caa2 LGD 6, 91%

Standard Steel, LLC, based in Burnham, Pennsylvania, manufactures
forged wheels and axles used in freight and passenger rail cars
and locomotives.  The company had last twelve months ended
September 2009 revenues of approximately $186 million.


STATION CASINOS: Workers Form Union Organizing Committee
--------------------------------------------------------
Culinary Workers Union, Local 226 and Bartenders Union, Local 165
issued the following statement:

Hundreds of workers from Station Casinos founded a union
organizing committee l and are meeting at the Culinary Workers
Union, Local 226 today.  The workers have called on the company to
agree to a fair process for workers to form a union free from
management interference, intimidation and harassment.  The
Culinary and Bartenders unions have informed the company's owners,
partners, creditors and the National Labor Relations Board of the
committee's formation.

Station Casinos answered the workers' request for a fair process
with threats and intimidation.  The unions filed an Unfair Labor
Practice charge against the company with the National Labor
Relations Board alleging the company violated federal labor law in
over 100 incidences by threatening, surveilling, physically
assaulting and intimidating workers for their union activities.

"I've worked at Palace Station for 18 years," said Casino Porter
and Organizing Committee Member Casiano Corpus.  "I joined the
organizing committee because I want a better future for myself, my
family and my co-workers.  Station Casinos may not want a union,
but it is not their decision to make.  It is our decision and they
shouldn't try to scare or intimidate us because of our union
activity."

Since a management-led buyout in November 2007 that paid Station
Casinos insiders $660 million, the company has subcontracted out
its coffee shops and its uniform department to outside operators.
Hundreds of workers have lost their jobs with the company as a
result.  The company has also cut hours, made permanent lay offs,
suspended the workers' 401(k) match, and raised employees' health
insurance premiums.

Station Casinos, Inc. filed for Chapter 11 bankruptcy in the U.S.
Bankruptcy Court in Reno on July 28, 2009.  It has until March 25,
2010 to file a plan of reorganization. Creditors in the case
include Deutsche Bank, Fidelity, Western Asset Management, and
Serengeti Asset Management.  The subsidiary that operates the
company's Green Valley Ranch resort filed for bankruptcy on
February 10, 2010.

"These workers are standing up for themselves and their families,"
said Geoconda Arguello-Kline, Culinary Workers Union President.
"The company and the workers are in a very difficult position
right now because the 2007 buyout increased the company's debt and
left it unable to weather the economic downturn.  The company is
making decisions that affect these workers lives and their ability
to take care of themselves and their families.  The workers didn't
create this mess, but they are suffering as a result.  We are
going to do everything we can so they can achieve the respect they
deserve and take care of their families with dignity."

This is not the first time workers in Las Vegas have sought to
form a union during a bankruptcy.  Workers at the Aladdin, now
Planet Hollywood, casino organized a union during that casino's
bankruptcy.  The Bankruptcy Court required any new owner to keep
the existing workers.  The new owner took over in 2004 and agreed
to a fair and neutral process for workers to form a union.

The Culinary Workers Union, Local 226, and Bartenders Union, Local
165 are both affiliates of UNITE HERE.  The Culinary is the
largest local labor union in the gaming industry.  The Culinary
represents approximately 55,000 casino and resort workers
primarily on the Las Vegas Strip and in downtown Las Vegas.

Last November, the unions released a report examining how the
company's debt enabled insiders to extract over $1 billion from
the company in recent years and that these insiders, not the
recession, drove the company into bankruptcy.

                     About Station Casinos

Station Casinos, Inc., is a gaming and entertainment company that
currently owns and operates nine major hotel/casino properties
(one of which is 50% owned) and eight smaller casino properties
(three of which are 50% owned), in the Las Vegas metropolitan
area, as well as manages a casino for a Native American tribe.

Station Casinos Inc., together with its affiliates, filed for
Chapter 11 on July 28, 2009 (Bankr. D. Nev. Case No. 09-52477).
Station Casinos has hired Milbank, Tweed, Hadley & McCloy LLP as
legal counsel in the Chapter 11 case; Brownstein Hyatt Farber
Schreck, LLP, as regulatory counsel; and Lewis and Roca LLP as
local counsel.  The Debtor is also hiring Lazard Freres & Co. LLC
as investment banker and financial advisor.  Kurtzman Carson
Consultants LLC is the claims and noticing agent.

In its bankruptcy petition, Station Casinos said that it had
assets of $5,725,001,325 against debts of $6,482,637,653 as of
June 30, 2009.  About 4,378,929,997 of its liabilities constitute
unsecured or subordinated debt securities.

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


STILLWATER MINING: Moody's Affirms 'Caa1' Corporate Family Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed Stillwater Mining Company's
ratings including its Caa1 corporate family rating.  The rating
outlook was changed to stable from negative.

Moody's revised the rating outlook to stable from negative to
reflect Stillwater's demonstrated success in restructuring its
operations in response to the economic downturn and loss of its
favorable contract with General Motors Corporation.  Significant
operational adjustments-particularly at the East Boulder mine-have
lowered cash costs and helped to narrow the company's competitive
disadvantage relative to foreign producers with a favorable
platinum group metal production mix weighted towards higher value
platinum.  In addition, Stillwater sourced cash from working
capital over the past year and reduced capital expenditures,
enabling it to maintain a very good liquidity position with
$181 million of balance sheet cash at September 30, 2009.  Moody's
believes that the combination of improved economics, good
liquidity, modestly improved conditions in the domestic automotive
industry, and a recovery in PGM prices improves Stillwater's
ability to sustain its business over the intermediate term.

The Caa1 corporate family rating continues to reflect the
company's small scale in the volatile palladium and platinum
markets, reliance on two mines in a single ore body, and exposure
to the automotive industry as its primary end market.  Although
the company has historically maintained a relatively high cost
structure, it has benefitted from above market contracts with its
primary customers.  The ratings remain principally constrained by
(i) concerns about Stillwater's ability to replace or extend the
Ford Motor Company (B3/stable) offtake contract which expires in
December 2010 and (ii) uncertainty regarding Stillwater's ability
to improve and sustain its cost structure.  While Stillwater has
evidenced some degree of success in lowering costs, Moody's
continues to be concerned about the company's ability to maintain
adequate through-the-cycle operating margins at market PGM prices.
The ratings remain supported by the company's good liquidity
profile, moderate debt levels, and minimal debt service
requirements.

The stable rating outlook anticipates that Stillwater will
maintain a liquidity position sufficient to support its operations
over the next 18-24 months.  In addition to the company's
substantial cash balance, Moody's expects that Stillwater should
generate at least modest free cash flow under current PGM market
conditions absent working capital needs to rebuild recycling
inventories in an economic recovery.  Stillwater does not have a
revolving credit facility or other meaningful external sources of
liquidity.  The stable outlook anticipates that a put feature on
the company's convertible notes is not triggered and there is no
change in the company's core strategy.

A positive action is unlikely absent resolution of contract
negotiations and the imposition of definitive offtake agreements
for the intermediate term.  Conversely, a negative action is
possible if Moody's expected the company's unrestricted cash
balance to fall below $100 million, if the operating environment
worsens, or there is a change in the capital structure.

A summary of the actions:

  -- Caa1 corporate family rating affirmed

  -- Caa1 probability of default rating affirmed

  -- Caa1 rating on the $30 million 8% State of Montana Revenue
     Bonds due 2020 affirmed (point estimate changed to LGD 4; 53%
     from LGD 4; 52%)

  -- Outlook revised to stable

Moody's previous rating action on Stillwater Mining Company
occurred on December 16, 2008, when the corporate family rating
was lowered to Caa1 from B3.

Stillwater Mining Company is headquartered in Columbus, Montana.
The company is the only US producer of palladium and platinum and
one of the only producers of platinum group metals outside of
South Africa and Russia.  Revenues for the twelve month period
ending September 30, 2009, were approximately $475 million.


SUNRISE SENIOR: To Hold Annual Stockholders Meeting on May 4
------------------------------------------------------------
Sunrise Senior Living, Inc., will hold its 2010 annual meeting of
stockholders on May 4, 2010.  Stockholders of record at the close
of business on March 12, 2010 will be entitled to notice of and to
vote at the Annual Meeting.  The matters to be considered at the
Annual Meeting include the election of directors.  The Company
will mail its definitive proxy materials to its stockholders prior
to the Annual Meeting, which will include the time and location of
the meeting.

Under the Company's Bylaws, for nominations of persons for
election to the Board of Directors or for proposals of new
business to be properly requested by a stockholder to be made at
the Annual Meeting, a stockholder must (a) be a stockholder of
record at the time of giving of notice of the Annual Meeting by or
at the direction of the Board and at the time of the Annual
Meeting, (b) be entitled to vote at the meeting and (c) because
the date of the Annual Meeting is more than 30 days before the
first anniversary of the Company's 2009 annual meeting of
stockholders, deliver written notice, including the information
required by Sections 2.12.3 and 2.13 of the Company's Bylaws, to
the Assistant Secretary at the Company's address noted above by
March 5, 2010 (which corresponds to the 10th day following this
public announcement of the date of the Annual Meeting).

Any director nominations or new business proposals by stockholders
not made in compliance with the Bylaws will not be considered at
the Annual Meeting.

                    About Sunrise Senior

McLean, Virginia-based Sunrise Senior Living --
http://www.sunriseseniorliving.com/-- employs 40,000 people.  As
of November 9, 2009, Sunrise operated 403 communities in the
United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of approximately 41,500 units.  Sunrise
offers a full range of personalized senior living services,
including independent living, assisted living, care for
individuals with Alzheimer's and other forms of memory loss, as
well as nursing and rehabilitative services.  Sunrise's senior
living services are delivered by staff trained to encourage the
independence, preserve the dignity, enable freedom of choice and
protect the privacy of residents.

At Sept. 30, 2009, the Company had total assets of $1.096 billion
against total liabilities of $1.092 billion.  At Sept. 30, 2009,
Sunrise had a retained loss of $471.4 million and stockholders'
deficit of $87,000.  With non-controlling interest of
$4.1 million, Sunrise had total equity of $4.0 million at
September 30, 2009.  Moreover, Sunrise's September 30 balance
sheet showed strained liquidity: The company had $373.6 million in
total current assets against $860.5 million in total current
liabilities.


SUNRISE SENIOR: Maturity of Wells Fargo Facilities Extended
-----------------------------------------------------------
Sunrise Pasadena CA Senior Living, LLC, and Sunrise Pleasanton CA
Senior Living, L.P., on February 12, 2010, entered into a
modification agreement dated February 10, 2010, with Wells Fargo
Bank, National Association regarding the parties' Loan Agreement
dated September 28, 2007, as amended.

In addition, on February 12, 2010, Sunrise Monterey Senior Living,
LP, entered into a modification agreement dated February 10, 2010,
with Wells Fargo regarding the parties' Building Loan Agreement
dated April 10, 2008.

Sunrise Pasadena and Sunrise Pleasanton own undeveloped land
located in Pasadena and Pleasanton, California, and Sunrise
Monterey owns land located in Monterey, California, on which it
operates an assisted living community.  Sunrise Pasadena, Sunrise
Pleasanton and Sunrise Monterey are consolidated subsidiaries of
Sunrise Senior Living, Inc.

The Pasadena/Pleasanton Modification Agreement, among other
matters:

     (i) extended the maturity date of the Pasadena/Pleasanton
         Loan Agreement to the earlier of (a) December 1, 2010,
         and (b) the maturity date of Sunrise's revolving bank
         credit agreement, which presently matures on December 2,
         2010,

    (ii) established the terms and conditions on which a further
         maturity extension to April 1, 2011 may be available,

   (iii) waived defaults under the Pasadena/Pleasanton Loan
         Agreement,

    (iv) provided for a $5 million principal payment to be made by
         the Pasadena/Pleasanton Borrowers at closing,

     (v) provided for an additional $5 million principal payment
         to be made on or before July 31, 2010,

    (vi) established certain minimum release prices for the sale
         of the Pasadena/Pleasanton Properties and expressly
         permitted proceeds from the sale of such properties to be
         used to make the $5 million prepayment due on July 31,
         2010,

   (vii) required the Pasadena/Pleasanton Borrowers to guarantee
         on a secured basis Sunrise Monterey's obligations under
         the Monterey Loan Agreement,

  (viii) modified the financial covenants applicable to Sunrise to
         make them consistent with the financial covenants under
         the Parent Credit Agreement,

    (ix) provided for additional reporting requirements, and

     (x) increased the interest rate on amounts outstanding to
         LIBOR plus 3.00% (with an all-in floor of 3.50%).

As of February 12, 2010 -- and after giving effect to the
$5 million principal payment made on February 12, 2010 -- there
was approximately $16.9 million in outstanding borrowings under
the Pasadena/Pleasanton Loan Agreement.  The Pasadena/Pleasanton
Borrowers' obligations under the Pasadena Loan Agreement are
secured by mortgages on the Pasadena/Pleasanton Properties and the
Monterey Property and are guaranteed by Sunrise and Sunrise
Monterey.

The Monterey Modification Agreement, among other matters:

     (i) modified the maturity date of the Monterey Loan Agreement
         to the earlier of (a) April 1, 2011 and (b) the maturity
         date of the Parent Credit Agreement,

    (ii) modified the terms and conditions on which a further
         maturity extension to April 1, 2012 may be available,

   (iii) waived defaults under the Monterey Loan Agreement,

    (iv) required Sunrise Monterey to guarantee on a secured basis
         the Pasadena/Pleasanton Borrowers' obligations under the
         Pasadena/Pleasanton Loan Agreement,

     (v) revised certain financial and operating covenants,

    (vi) provided for additional reporting requirements, and

   (vii) increased the interest rate on amounts outstanding to
         LIBOR plus 3.00% (with an all-in floor of 3.50%).

As of February 12, 2010, there was approximately $35.1 million in
outstanding borrowings under the Monterey Loan Agreement.  Sunrise
Monterey's obligations under the Monterey Loan Agreement are
secured by mortgages on the Monterey Property and the
Pasadena/Pleasanton Properties and are guaranteed by Sunrise and
the Pasadena/Pleasanton Borrowers.

In connection with the modification of both the
Pasadena/Pleasanton Loan Agreement and the Monterey Loan
Agreement, an $85,313 one-time fee was paid to Wells Fargo on
February 12, 2010.

A full-text copy of the Modification Agreement (Secured Loan),
dated February 10, 2010, by and between Sunrise Pasadena CA Senior
Living, LLC and Sunrise Pleasanton CA Senior Living, L.P., as
borrowers, and Wells Fargo Bank, is available at no charge at
http://ResearchArchives.com/t/s?54f5

A full-text copy of the Building Loan Agreement, dated April 10,
2008, by and between Sunrise Monterey Senior Living, LP, as
borrower, Wells Fargo Bank, and the financial institutions from
time to time parties thereto, as lenders, is available at no
charge at http://ResearchArchives.com/t/s?54f6

A full-text copy of the Modification Agreement (Secured Loan),
dated February 10, 2010, by and between Sunrise Monterey Senior
Living, LP, as borrower, and Wells Fargo Bank, is available at no
charge at http://ResearchArchives.com/t/s?54f7

                    About Sunrise Senior

McLean, Virginia-based Sunrise Senior Living --
http://www.sunriseseniorliving.com/-- employs 40,000 people.  As
of November 9, 2009, Sunrise operated 403 communities in the
United States, Canada, Germany and the United Kingdom, with a
combined unit capacity of approximately 41,500 units.  Sunrise
offers a full range of personalized senior living services,
including independent living, assisted living, care for
individuals with Alzheimer's and other forms of memory loss, as
well as nursing and rehabilitative services.  Sunrise's senior
living services are delivered by staff trained to encourage the
independence, preserve the dignity, enable freedom of choice and
protect the privacy of residents.

At Sept. 30, 2009, the Company had total assets of $1.096 billion
against total liabilities of $1.092 billion.  At Sept. 30, 2009,
Sunrise had a retained loss of $471.4 million and stockholders'
deficit of $87,000.  With non-controlling interest of
$4.1 million, Sunrise had total equity of $4.0 million at
September 30, 2009.  Moreover, Sunrise's September 30 balance
sheet showed strained liquidity: The company had $373.6 million in
total current assets against $860.5 million in total current
liabilities.


SWEDBANK AB: S&P Changes Outlook to Stable; Keeps 'BB' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it had revised its
outlook on Sweden-based Swedbank AB to stable from negative.  At
the same time, S&P affirmed the 'A' long-term and 'A-1' short-term
counterparty credit ratings, having raised Swedbank's stand-alone
credit profile to 'BBB+'.  Accordingly, the long-term rating
effectively incorporates an uplift of two notches to reflect
external support.  S&P has also affirmed the ratings on the bank's
hybrid capital instruments at 'BB', four notches below the SACP.

"The revision of the outlook and the SACP reflects S&P's opinion
that the economies of the three Baltic countries of Lithuania,
Latvia, and Estonia have passed the most difficult phase of the
cycle," said Standard & Poor's credit analyst Louise Lundberg.

S&P recently revised the outlook on the sovereign ratings on the
three countries to stable.  The strength of Swedbank's Swedish
portfolio, which constitutes 80% of its lending, and which has
been surprisingly resilient to the sizeable decline in Swedish
real GDP of about 4.5% recorded in 2009, is also an important
factor behind the revision of the outlook and SACP.

Swedbank's loan loss provisions and pretax loss for 2009 were in
line with S&P's expectations, and S&P has revised its expectations
in respect of the bank's loan loss provisioning needs for 2010.
S&P believes that the bank has passed the worst phase in the cycle
and S&P expects its loan losses to decline significantly in 2010 -
- to around 1% of the portfolio -- and decline further in 2011.
As loan loss provisions will not constitute such a significant
drag on profits in 2010 as in 2009, S&P's base case scenario is
that the bank will post an operating result around break-even in
2010 and recover further in 2011.  The recovery is still fragile,
however, and a second protracted dip in the economies where
Swedbank has a presence constitutes a downside risk to this
scenario.

Swedbank is adequately capitalized.  Following two recent rights
issues, the bank's (full Basel II) Tier 1 ratio stood at 13.5% at
year-end 2009, up from 11.1% a year earlier.

Since the fourth quarter of 2008, the Swedish authorities have
implemented several measures to support the banking sector,
including a funding guarantee scheme and a capital injection
program.  Swedbank is the only large Swedish bank that has issued
on the basis of the guarantee, and for a time relied heavily upon
it.  Since the second rights issue, in August 2009, the bank has
issued only on a stand-alone basis and, then, mainly covered
bonds.

The creditworthiness of Swedbank and other Swedish banks benefits
from the country's supportive institutional framework.

The stable outlook reflects S&P's belief that Swedbank has now
passed the most difficult phase in the cycle.


TAVERN ON THE GREEN: Committee Wants Case Converted to Chapter 7
----------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the Official
Committee of Unsecured Creditors appointed in Tavern on the Green
LP's Chapter 11 case is asking the Bankruptcy Court to convert the
case to Chapter 7 liquidation.

The Committee, according to the report, says that the case is
administratively insolvent.  By the Committee's calculations,
assets are $5.8 million short of covering costs that must be paid
in full before a liquidating Chapter 11 plan could be approved.

The Committee, the Bloomberg, report relates, blames the need for
conversion on the "pervasively pernicious conduct of the City of
New York."  The Committee believes the city "caused the estates
needlessly to incur millions of dollars in administrative
expenses."

Creditors are still awaiting a decision by the District Court on
the last of the restaurant's major assets: the Tavern on the Green
name, which has been valued at $19 million.  A federal judge is
weighing whether New York City -- Tavern's landlord -- or the
family of the flamboyant restaurateur Warner LeRoy, which ran the
restaurant since 1976, owns the trademark.

                    About Tavern on the Green

Tavern on the Green LP is the operator of the 75-year-old
restaurant in New York's Central Park.  Tavern on the Green, the
second-highest grossing restaurant in the U.S. last year, was
founded in 1934 by New York Parks Commissioner Robert Moses and
the license was bought by restaurateur Warner LeRoy in 1974.

The Company filed for Chapter 11 on September 9, 2009 (Bankr.
S.D.N.Y. Case No. 09-15450).  It listed assets and debts of as
much as $50 million each.


TEFRON LTD: Posts $8.8MM Net Loss in Q3 2009; Revenues Down 45%
---------------------------------------------------------------
Tefron Ltd. reported a net loss of $8.3 million, or $3.9 loss per
diluted share for the three months ended September 30, 2009, as
compared with net loss of $5.8 million, or $2.7 per diluted share,
in the third quarter of 2008.

Operating loss for the quarter was $9.3 million, as compared with
an operating loss of $7.1 million in the third quarter of 2008.

Third quarter revenues were $21.0 million, representing a 45.1%
decrease from the third quarter of 2008 revenues of $38.3 million.
The decrease in revenues in the quarter was due to a decrease in
sales in all the Company's product lines, which the Company
attributed primarily due to the worldwide economic slowdown.

                       Nine Months Results

Revenues in the nine months of 2009 were $93.3 million,
representing a 32.4% decrease from nine months of 2008 revenues of
$137.9 million.  The decrease in revenues was due to a decrease in
sales of both the active-wear and intimate apparel product lines.

Operating loss was $15.3 million compared to an operating loss of
$8.4 million in the nine months of 2008.  Net loss was
$12.7 million, or $6.0 loss per diluted share, compared with a
net loss of $8.6 million, or $4.0 per diluted share, in the nine
months of 2008.

                          Balance Sheet

At September 30, 2009, the Company reported total assets of
$107.1 million, total liabilities of $56.0 million, and total
equity of $51.1 million.  At September 30, 2008, the Company had
total assetsof $139.9 million, total liabilities of $67.0 million,
and total equity of $72.9 million.

A copy of the Company's quarterly report is available at no charge
at http://researcharchives.com/t/s?554c

                       Going Concern Doubt

On January 22, 2109, Haifa, Israel-based Kost Forer Gabbay &
Kasierer submitted its review of Tefron Ltd. and subsidiaries'
consolidated financial statements as of and for the three and nine
month periods ended September 30, 2009.   The independent auditors
noted that the Company's ability to meet its financial obligations
is subject to the fulfillment of the prerequisites of the
financing arrangement with banks, which, among other things,
consist of the completion of the issuance of rights and/or private
placement in an amount not below $4 million by March 31, 2010,
which is also contingent on obtaining the approval of the general
meeting and other regulatory approvals, an obligation to negotiate
with the property owners as to a rent settlement and compliance
with new financial covenants in 2010.

"Notwithstanding, in the event the suspending conditions in the
financing arrangement with the bank lenders will not be fulfilled,
and the banks will demand immediate repayment, then there is a
real difficulty in raising financing from other sources, and
material doubts arise regarding the Company's continuing to
operate as a going concern."

                        About Tefron Ltd.

Based in Misgav, Israel, Tefron Ltd. (OTC: TFRFF; TASE: TFRN)
manufactures boutique-quality everyday seamless intimate apparel,
active wear and swimwear sold throughout the world by such name-
brand marketers as Victoria's Secret, Nike, Target, The Gap, J.C.
Penney, Maidenform, Lululemon Athletica, Warnaco/Calvin Klein,
Patagonia, Reebok, Swimwear Anywhere, and El Corte Englese, as
well as other well known retailers and designer labels.  The
Company's product line includes knitted briefs, bras, tank tops,
boxers, leggings, crop, t-shirts, nightwear, bodysuits, swimwear,
beach wear and active-wear.

The Company's foreign subsidiaries are Tefron USA and Tefron UK
which primarily conducts marketing and sale activities.


THE YUCCA GROUP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor:  The Yucca Group, LLC
            aka Metro Modern Developers
         20501 Ventura Blvd., Suite 130
         Woodland Hills, CA 91364

Bankruptcy Case No.: 10-12079

Chapter 11 Petition Date: February 24, 2010

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Jerome Bennett Friedman, Esq.
                  1900 Avenue of the Stars, Ste 1800
                  Los Angeles, CA 90067-4409
                  Tel: (310) 552-8210
                  Fax: (310) 733-5442
                  Email: jfriedman@jbflawfirm.com

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

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

The petition was signed by Mel Kimman, the company's
member/manager.

Debtor's List of 20 Largest Unsecured Creditors:

   Entity                  Nature of Claim        Claim Amount
   ------                  ---------------        ------------
Harry D. Arends            Unsecured Note         $1,000,000
1758 Taft Avenue
Los Angeles, CA 90028

Forward Progress           Unsecured Note         $300,000
Management
c/o William Ruvelson
9300 Wilshire Blvd. #330
Beverly Hills, CA 90212

The Hollywood              Unsecured Claim        $89,407
Condominiums HOA

FEI N Hollywood            Unsecured Trade Debt   $57,610

Construction Doors &       Unsecured Trade Debt   $37,638
Hardware

Ultimate Construction      Unsecured Trade Debt   $35,000

2K Plumbing & Fire         Unsecured Trade Debt   $31,451
Protection

Brown, Winfield,           Unsecured              $26,616
Canzoneri, Abram, Inc.     Professional Services

State Plastering, Inc.     Unsecured Trade Debt   $26,700

Nathan's Glass & Mirror    Unsecured Trade Debt   $24,469

Guarantee Drywall          Unsecured Trade Debt   $20,457

Harlan's Landscaping       Unsecured Trade Debt   $19,700

JDM Structures, Inc.       Unsecured Trade Debt   $15,724

5th Gear High Performance  Unsecured Trade Debt   $15,000
Advertising

J. Sabag Electric          Unsecured Trade Debt   $10,005
Services

Hy-Max Building Corp.      Unsecured Trade Debt   $11,230

U.S. Interactive Media     Unsecured Trade Debt   $8,549

Jackson, DeMarco, Tidus,   Unsecured Legal        $6,983
Peckenpaugh                Services

Storms & Lowe              Unsecured Consulting   $6,926
                           Services

J. Sabag                   Unsecured Trade Debt   $6,285


THREE AMIGOS: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Three Amigos SJL Inc.
          dba Cheetahs Gentlemen's Club
        252 West 43rd Street
        New York, NY 10036

Bankruptcy Case No.: 10-10924

Chapter 11 Petition Date: February 23, 2010

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

Judge: James M. Peck

Debtor's Counsel: Douglas J. Pick, Esq.
                  Pick & Zabicki LLP
                  369 Lexington Avenue, 12th Floor
                  New York, NY 10017
                  Tel: (212) 695-6000
                  Fax: (212) 695-6007
                  Email: dpick@picklaw.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 Larry Gribler, president of the
Company.


TISHMAN SPEYER: Appaloosa Challenges CW Capital Foreclosure
-----------------------------------------------------------
Charles V. Bagli at The New York Times' City Room section reports
that David Tepper's Appaloosa Management filed papers in United
State District Court on Tuesday afternoon objecting to a decision
by CW Capital Management, to foreclose on the owners of Stuyvesant
Town and Peter Cooper Villages.

CW Capital oversees the two complexes on behalf of lenders.  Mr.
Bagli relates that Appaloosa, in its motion to intervene, said CW
Capital acted "irrationally and imprudently" and that a
foreclosure could cost as much as $200 million in transfer taxes.
According to Mr. Bagli, Appaloosa said CW Capital should have
pushed the owners to go into bankruptcy court, thereby avoiding
the necessity of paying those taxes.  Appaloosa also argued that
CW Capital has "irreconcilable conflicts of interest" because it
is both the "servicer" for the mortgage and an important
debtholder.

Appaloosa has asked the court for authority to intervene in the
matter.  NY Times notes that Appaloosa has acquired control of
more than $750 million of $3 billion in mortgages in the
complexes.

According to Mr. Bagli, Mr. Tepper said in an interview Wednesday
that he wanted to CW Capital to fulfill its fiduciary interest to
debtholders to maximize the value of the property.  He said his
company was surprised by CW Capital's sudden decision to
foreclose.

The NY Times says the most recent appraisal of Stuyvesant Town and
Peter Cooper Village put the worth of the complexes at about $1.8
billion.  But many analysts and investors say that the complexes,
which contain more than 11,000 apartments, will be worth far more
in the future.

The NY Times also relates that the Stuyvesant Town-Peter Cooper
Village Tenants Association is pursuing a restructuring plan that
would allow some tenants to purchase their apartments, while
ensuring that thousands of other units remain affordable under the
state's rent regulations.  According to the NY Times, Alvin Doyle,
president of the association, said he was unsure whether to view
Appaloosa as a friend or foe.

                       About Tishman Speyer

Tishman Speyer Properties lays claim to two of the most famous
slices of the Big Apple -- 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.

Stuyvesant Town-Peter Cooper Village comprises 56 multi-story
buildings, situated on 80 acres, and includes a total of 11,227
apartments.  The loan sponsors, Tishman Speyer Properties, LP and
BlackRock Realty, acquired the property with the intent of
converting rent-stabilized units to market rents as tenants
vacated the property; however, the conversion of units has since
been determined to be illegal by the New York State Court of
Appeals.  In addition to the $3 billion securitized balance,
there is an additional $1.5 billion of mezzanine debt held
outside the trust.


TRIDENT RESOURCES: Financing to Be Tested at June 7 Auction
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Trident Resources
Corp. has obtained approval from the Bankruptcy Court to enter
into an agreement to backstop a $200 million rights offering for
60% of the new common stock.  The $200 million financing though is
still subject to higher and better offers.

The Court also approved procedures for testing whether there is a
better bid for financing a plan.  Letters of intent from other
financing parties are due by March 31.  Formal bids are due on
May 28, in advance of a June 7 auction.

If there are no competing offers, Trident will ask the courts in
Canada and the U.S. to approve the proposal from the backstop
parties.  Holders of 90% to 95% of the 2006 and 2007 credit
facilities are providing the backstop agreement.

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.


TRUMP ENTERTAINMENT: Contested Confirmation Hearing Begins
----------------------------------------------------------
The contested confirmation hearing to determine who will end up
owning casino owner Trump Entertainment Resorts Inc. began
February 23.  The confirmation hearing -- where to competing plans
are presented -- may last two weeks.  The company and holders of
8.5% senior notes are proponents of one plan.  Carl Icahn and Beal
Bank, holders of prepetition secured claims, are proponents of the
other.

Under the plan proposed by the Beal Bank and Icahn Partners, dated
January 5, 2010, second lien lenders owed $1.25 billion and
general unsecured claim, who are out-of-the money would
conditionally receive a $14 million cash as "gift" from the
secured lenders.  Under the plan, majority of the first lien debt
will be converted to 62.971% of the equity in the reorganized
Debtors.  The remaining 33.326% will be available for sale to
second lien noteholders in a $225 million rights offering.
Mr. Icahn has bought 51% of Beal's $485 million first lien secured
claim and holds $154.9 million of the second lien claims. Mr.
Icahn already has an existing controlling stake in the Tropicana
Atlantic City Hotel & Casino, one of the Debtors' largest
competitors.

Under the plan proposed by the Ad hoc committee of holders of
second lien notes, the noteholders and unsecured creditors will
recover just under 1% in the form of stock (5% of the stock of the
reorganized Debtor is allocated for distribution) or in cash.
They would also have rights to acquire 70% of the new common
stock.  The second lien noteholders committee is backstopping the
$225 million rights offering.  Secured lenders and Mr. Icahn will
be paid in full by paying Mr. Icahn $125 million in rights
offering proceeds, 100% of net sale proceeds from any sale of the
Trump Marina and new debt.

Dow Jones Newswires' Peg Brickley says Donald Trump told Judge
Judith Wizmur at a hearing on Thursday bondholders with $1.25
billion on the line in Trump Entertainment's bankruptcy will
"spend what's necessary" to save the gambling enterprise, unlike
investor Carl Icahn.  Mr. Trump, who took the witness stand, said,
"I know Carl better than I know my lawyers, and Carl spends
nothing."

Dow Jones says the bondholders say Mr. Icahn has no vision for the
company's future, claiming he will likely dismantle the Trump
casinos, cannibalizing them to prop up Atlantic City's tattered
Tropicana Casino & Resort, which he is taking over in another
bankruptcy proceeding.

According to Dow Jones, Mr. Icahn has called the bondholders'
reorganization plan an "absurdity," and says he is entitled to
take over the company because it is only worth about as much as
the secured debt he and Beal Bank hold.  Dow Jones says Mr. Icahn
said in a videotaped deposition that once he has Trump
Entertainment, he will turn its casinos over to skilled
management.  "There's nobody who really has made the return on
investment that I have in the casino business," Mr. Icahn said,
according to Dow Jones.

Mr. Trump and the bondholders have offered to put up $225 million
in fresh cash and new loans.  Mr. Icahn and Beal Bank are ready to
provide $488 million in secured loans.

A full-text copy of the disclosure statement explaining Beal &
Icahn's plan is available for free at:

   http://bankrupt.com/misc/TrumpEntertainment_5thABealDS.pdf

A full-text copy of the disclosure statement explaining the
Noteholders' and Debtors' plan is available for free at:

   http://bankrupt.com/misc/Trump_6thANoteholdersDS.pdf

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's


TSG INCORPORATED: U.S. Trustee Wants Conversion or Dismissal
------------------------------------------------------------
Following a hearing on March 16, TSG Incorporated may end up in
Chapter 7 or have its Chapter 11 case dismissed by the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania.

Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, is asking
the Court to (a) convert the Debtor's Chapter 11 case to
liquidation under Chapter 7, or (b) dismiss the case.  The U.S.
Trustee said the Debtor has failed to comply with the U.S. Trustee
Operating Guidelines and Reporting Requirements for Chapter 11
cases.  The Debtor, according to the U.S. Trustee, has not filed
operating reports since the inception of this case.  The U.S.
Trustee added that the Debtor's failure to timely file these
reports hinders the Court's, the U.S. Trustee's and the creditors'
ability to monitor the operation of the Debtor.

North Wales, Pennsylvania-based TSG Incorporated operates a real
estate business.  Founded in 1901 under the name of Levy's
International Water Shrinking and Drying Company, the Debtor has
operated as a privately held, family owned business for over 108
years.  Locally headquartered in North Wales, Pennsylvania, the
Debtor is in the business of fabric finishing, coating and
embossing.  TSG -- which is an acronym for "The Synthetics Group"
-- is one of the largest commission finishers in the United
States.  The Company filed for Chapter 11 bankruptcy protection on
November 29, 2009 (Bankr. E.D. Pa. Case No. 09-19124).  Michael
Jason Barrie, Esq., at Benesch Friedlander Coplan & Aronoff 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.


UAL CORP: Open to Merger with Another Carrier, CFO Says
-------------------------------------------------------
Reuters reports that top executives at UAL Corp.'s United Airlines
and US Airways said at the Reuters Travel and Leisure Summit in
New York on Tuesday, they are open to a merger.

According to Reuters, UAL chief financial officer Kathryn Mikells
said her company is open to merging with U.S. or foreign carriers.
"UAL has been supportive of consolidation for a long time," Ms.
Mikells said at the summit, according to Reuters.  "It is
something we will continue to look at."

Reuters also relates US Airways CFO Derek Kerr said in a separate
interview, his airline was open to merging with another U.S.
carrier.  Mr. Kerr, however, said US Airways is not interested in
merging with a foreign airline because that would not help the
domestic market.  "I don't think that will make a difference," he
said, according to Reuters.  "Domestic is where there is too much
fragmentation and there are too many airlines."

Mr. Kerr, according to Reuters, also said consolidation is one of
the major ways the airline industry can become profitable.

US Airways merged with America West in 2005 and attempted -- but
failed -- to acquire Delta in 2007.

Sources had told Reuters that US Airways had parallel talks with
United and Continental about a possible merger in 2008, when Delta
was merging with Northwest.  The talks ended as United decided to
pursue an alliance with Continental instead.

Current U.S. law restricts foreign ownership of U.S. airlines to
25% of voting stock.

                        About US Airways

US Airways -- http://www.usairways.com/-- 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.

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 December 31, 2009, the Company had total assets of
$7,454,000,000 against total current liabilities of $2,789,000,000
and Noncurrent liabilities and deferred credits of $5,020,000,000,
resulting in stockholders' deficit of $355,000,000.

As reported by the Troubled Company Reporter on February 3, 2010,
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.  The Caa1 Corporate
Family rating reflects Moody's belief that despite recent
improvement, US Airways earnings and cash flow remain highly
exposed to weak economic trends and variability in the cost of
fuel.  Moody's believes that a modest recovery of economic growth
and persistent high unemployment, could constrain the pace, scope
and durability of the recovery of airline yields as 2010
progresses.  Moreover, with a lesser portion of its business
derived from business and international travel, US Airways might
not benefit as much as some of its peers from an economic
recovery.

                   About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.  (United Airlines
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.


US AIRWAYS: Open to Merger with Another Carrier, CFO Says
---------------------------------------------------------
Reuters reports that top executives at UAL Corp.'s United Airlines
and US Airways said at the Reuters Travel and Leisure Summit in
New York on Tuesday, they are open to a merger.

According to Reuters, UAL chief financial officer Kathryn Mikells
said her company is open to merging with U.S. or foreign carriers.
"UAL has been supportive of consolidation for a long time," Ms.
Mikells said at the summit, according to Reuters.  "It is
something we will continue to look at."

Reuters also relates US Airways CFO Derek Kerr said in a separate
interview, his airline was open to merging with another U.S.
carrier.  Mr. Kerr, however, said US Airways is not interested in
merging with a foreign airline because that would not help the
domestic market.  "I don't think that will make a difference," he
said, according to Reuters.  "Domestic is where there is too much
fragmentation and there are too many airlines."

Mr. Kerr, according to Reuters, also said consolidation is one of
the major ways the airline industry can become profitable.

US Airways merged with America West in 2005 and attempted -- but
failed -- to acquire Delta in 2007.

Sources had told Reuters that US Airways had parallel talks with
United and Continental about a possible merger in 2008, when Delta
was merging with Northwest.  The talks ended as United decided to
pursue an alliance with Continental instead.

Current U.S. law restricts foreign ownership of U.S. airlines to
25% of voting stock.

                        About US Airways

US Airways -- http://www.usairways.com/-- 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.

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 December 31, 2009, the Company had total assets of
$7,454,000,000 against total current liabilities of $2,789,000,000
and Noncurrent liabilities and deferred credits of $5,020,000,000,
resulting in stockholders' deficit of $355,000,000.

As reported by the Troubled Company Reporter on February 3, 2010,
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.  The Caa1 Corporate
Family rating reflects Moody's belief that despite recent
improvement, US Airways earnings and cash flow remain highly
exposed to weak economic trends and variability in the cost of
fuel.  Moody's believes that a modest recovery of economic growth
and persistent high unemployment, could constrain the pace, scope
and durability of the recovery of airline yields as 2010
progresses.  Moreover, with a lesser portion of its business
derived from business and international travel, US Airways might
not benefit as much as some of its peers from an economic
recovery.

                   About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.  (United Airlines
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.


US AIRWAYS: Reports January Traffic Results
-------------------------------------------
US Airways Group, Inc. (NYSE: LCC) announced January traffic
results.  Mainline revenue passenger miles (RPMs) for the month
were 4.3 billion, down 1.4 percent versus January 2009.  Capacity
was 5.7 billion available seat miles (ASMs), down 0.4 percent
versus January 2009.  Passenger load factor for the month of
January was 75.1 percent, down 0.7 points versus January 2009.

US Airways President Scott Kirby said, "Our January consolidated
(mainline and Express) passenger revenue per available seat mile
(PRASM) increased approximately two percent versus the same period
last year while total revenue per available seat mile increased
approximately three percent on a year-over-year basis.  Looking
forward, the encouraging revenue momentum we saw in late 2009 has
carried into 2010 in both corporate revenue and booked yields."

For the month of January, US Airways' preliminary on-time
performance as reported to the U.S. Department of Transportation
(DOT) was 79.4 percent with a completion factor of 97.0 percent.

This summarizes US Airways Group's traffic results for the month
ended January 31, 2010 and 2009, consisting of mainline operated
flights as well as US Airways Express flights operated by wholly
owned subsidiaries PSA Airlines and Piedmont Airlines:

                      US Airways Mainline
                           January

                                    2010        2009  % Change

Mainline Revenue Passenger Miles (000)

Domestic                       3,332,886   3,477,868      (4.2)
Atlantic                         486,794     455,973       6.8
Latin                            473,110     418,204      13.1
                               ---------   ---------
Total                          4,292,790   4,352,045      (1.4)

Mainline Available Seat Miles (000)

Domestic                       4,325,414   4,463,327      (3.1)
Atlantic                         745,637     712,145       4.7
Latin                            648,433     568,427      14.1
                               ---------   ---------
Total                          5,719,484   5,743,899      (0.4)

Mainline Load Factor (%)

Domestic                            77.1        77.9  (0.8) pts
Atlantic                            65.3        64.0   1.3  pts
Latin                               73.0        73.6  (0.6) pts
                               ---------   ---------
Total Mainline Load Factor          75.1        75.8  (0.7) pts

Mainline Enplanements

Domestic                       3,432,404   3,599,707  (4.6)
Atlantic                         118,114     118,001   0.1
Latin                            333,215     330,582   0.8
                               ---------   ---------
Total Mainline Enplanements    3,883,733   4,048,290  (4.1)

                      US Airways Express
              (Piedmont Airlines, PSA Airlines)
                           January

                                   2010        2009    % Change

Express Revenue Passenger Miles (000)
Domestic                        145,036     146,430    (1.0)

Express Available Seat Miles (000)
Domestic                        244,130     259,039    (4.7)

Express Load Factor (%)
Domestic                           59.4        57.2     2.2  pts

Express Enplanements
Domestic                        535,373     547,497    (2.2)

              Consolidated US Airways Group, Inc.
                            January

                                   2010         2009  % Change

Consolidated Revenue Passenger Miles (000)

Domestic                      3,477,922    3,624,298    (4.0)
Atlantic                        486,794      455,973     6.8
Latin                           473,110      418,204    13.1
                             ----------   ----------
Total                         4,437,826    4,498,475    (1.3)

Consolidated Available Seat Miles (000)

Domestic                      4,569,544    4,719,366    (3.2)
Atlantic                        745,637      712,145     4.7
Latin                           648,433      538,427    14.1
                             ----------   ----------
Total                         5,963,614    5,999,938    (0.6)

Consolidated Load Factor (%)

Domestic                           76.1        76.8  (0.7)  pts
Atlantic                           65.3        64.0   1.3   pts
Latin                              73.0        73.6  (0.6)  pts
                             ----------  ----------
Total                              74.4        75.0  (0.6)  pts

Consolidated Enplanements

Domestic                      3,967,777   4,147,204    (4.3)
Atlantic                        118,114     118,001     0.1
Latin                           333,215     330,582     0.8
                             ----------  ----------
Total                         4,419,106   4,595,787    (3.8)

    US Airways is also providing a brief update on notable
company accomplishments during the month of January:

   * Announced that the Company would match employee donations
     up to $25,000 to the American Red Cross International
     Response fund to help those impacted by the Haiti
     earthquake.

   * Began on January 12 a new bilateral codeshare agreement
     with El Salvador-based TACA Airlines, opening up new
     Central American offerings for US Airways customers at
     Managua, Nicaragua; San Salvador, El Salvador and Guatemala
     City, Guatemala with Lima, Peru coming online later this
     year.

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

Reorganized US Airways reported, on a GAAP basis, a net loss of
$205 million, or ($1.54) per share for 2009, following a net loss
of $2.2 billion, or ($22.11) per share, in 2008.

As of Dec. 31, 2009, reorganized US Airways had total assets of
$7,454,000,000 against debts of $7,809,000,000, for a
stockholders' deficit of $355,000,000.

In February, Moody's Investors Service affirmed the 'Caa1'
Corporate Family and Probability of Default ratings of US Airways
Group, Inc., and the SGL-4 Speculative Grade Liquidity rating.

US Airways Group carries a 'CCC' issuer default rating from Fitch.


US AIRWAYS: Disappointed with DOT Order on Cut in Slots
-------------------------------------------------------
Delta Air Lines (NYSE: DAL) and US Airways (NYSE: LCC) issued a
statement in response to the U.S. Department of Transportation's
proposed rulemaking on the airlines' previously announced slot
transaction at New York's LaGuardia and Washington's Reagan-
National airports.  In its decision, DOT said it would require the
airlines to divest 20 of the 125 slot pairs involved at New York-
LaGuardia and 14 of the 42 slot pairs at Washington-National.

"Delta and US Airways are disappointed in the DOT's decision that,
if implemented, would negatively impact the consumer and economic
benefits created by the proposed transaction by divesting 16
percent of the transaction at New York's LaGuardia Airport and 33
percent of the transaction at Washington-National.  Chief among
those benefits is the ability for both airlines to maintain and
add new nonstop service between two of America's top business
markets and small- and medium-sized communities across the United
States.

"Our goal remains to increase access for customers in small
communities to LaGuardia and Washington-Reagan National airports.
We appreciate the thousands of employees, customers and elected
and community leaders who have voiced their support for our
transaction.  However, we expect that if this order is
implemented as proposed the transaction will not go forward and
significant consumer benefits will never be realized.  Both
airlines will review the DOT's proposed rulemaking to determine
our next steps."

                        About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,200 flights per day and serves more than 200
communities in the U.S., Canada, Europe, the Middle East, the
Caribbean and Latin America.  The airline employs more than 33,000
aviation professionals worldwide and is a member of the Star
Alliance network, which offers its customers more than 17,000
daily flights to 916 destinations in 160 countries worldwide.  And
for the eleventh consecutive year, the airline received a Diamond
Award for maintenance training excellence from the Federal
Aviation Administration (FAA) for its Charlotte, North Carolina
hub line maintenance facility.  For more company information,
visit http://www.usairways.com/

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another Chapter 11 petition
on September 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represented the
Debtors in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.

The USAir II bankruptcy plan became effective on September 27,
2005.  The Debtors completed their merger with America West on the
same date. (US Airways Bankruptcy News; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

Reorganized US Airways reported, on a GAAP basis, a net loss of
$205 million, or ($1.54) per share for 2009, following a net loss
of $2.2 billion, or ($22.11) per share, in 2008.

As of Dec. 31, 2009, reorganized US Airways had total assets of
$7,454,000,000 against debts of $7,809,000,000, for a
stockholders' deficit of $355,000,000.

In February, Moody's Investors Service affirmed the 'Caa1'
Corporate Family and Probability of Default ratings of US Airways
Group, Inc., and the SGL-4 Speculative Grade Liquidity rating.

US Airways Group carries a 'CCC' issuer default rating from Fitch.


WAIGHTSTILL MOUNTAIN: Court Dismisses Reorganization Case
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina dismissed the Chapter 11 case of Waightstill Mountain,
LLC.

On February 8, 2010, the U.S. Bankruptcy Administrator asked the
Court to dismiss the Chapter 11 proceeding or convert the case to
Chapter 7, relating that the Debtor has failed to:

   -- file monthly status reports and pay quarterly fees;
   -- file a plan in a timely manner; and
   -- list any pending bankruptcies by affiliates.

The U.S. Bankruptcy Administrator added that it is not represented
by Gene B. Johnson, a disinterested attorney.

Asheville, North Carolina-based Waightstill Mountain, LLC, filed
for Chapter 11 bankruptcy protection on October 29, 2009 (Bankr.
W.D. N.C. Case No. 09-11197).  Gene B. Johnson, Esq., at Johnson
Law Firm, P.A., assists the Company in its restructuring efforts.
The Company listed $10,000,001 to $50,000,000 in assets and
$1,000,001 to $10,000,000 in liabilities.


WEST VALLEY REAL ESTATE: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: West Valley Real Estate Group, LLC
        1830 Hillsdale Avenue, Ste. 2
        San Jose, CA 95124

Bankruptcy Case No.: 10-51740

Chapter 11 Petition Date: February 23, 2010

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

Debtor's Counsel: Basil J. Boutris, Esq.
                  Law Offices of Vaught and Boutris
                  80 Swan Way #320
                  Oakland, CA 94621
                  Tel: (510) 430-1518
                  Email: basil@vaughtboutris.com

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

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

The Debtor identified Sandman Inc. with a debt claim for $2,000 as
its largest unsecured creditor. A full-text copy of the Debtor's
petition, including a list of its largest unsecured creditor, is
available for free at:

            http://bankrupt.com/misc/canb10-51740.pdf

The petition was signed by James Kennedy, manager of the Company.


WHITE BIRCH PAPER: Chapter 15 Case Summary
------------------------------------------
Chapter 15 Petitioner: Edward D. Sherrick,
                       senior vice president and
                       chief financial officer

Chapter 15 Debtor: White Birch Paper Company
                     dba Compagnie de Papiers White Birch
                     dba Papiers White Birch
                     dba White Birch Paper
                   1959 Upper Water Street, Suite 800
                   Halifax
                   Nova Scotia, XX B3J 2X2

Chapter 15 Case No.: 10-31234

Type of Business: White Birch Paper Company --
                  http://www.whitebirchpaper.com/-- is the second
                  largest newsprint manufacturer in North America
                  with operations in both Canada and the United
                  States.

Chapter 15 Petition Date: February 24, 2010

Court: Eastern District of Virginia (Richmond)

Judge: Chief Judge Douglas O. Tice Jr.

Chapter 15 Petitioner's Counsel: Jonathan L. Hauser, Esq.
                                 Troutman Sanders LLP
                                 222 Central Park Avenue,
                                 Suite 2000
                                 P.O. Box 61185
                                 Virginia Beach, VA 23466-1185
                                 Tel: (757) 687-7768
                       Email: jonathan.hauser@troutmansanders.com

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

Estimated Debts: $500,000,001 to $1,000,000,000

Debtor-affiliate filing Chapter 11 petition:

     Debtor: Bear Island Paper Company, L.L.C.
     Bankruptcy Case No.: 10-31202
     Estimated Assets: $100,000,001 to $500,000,000
     Estimated Debts: $500,000,001 to $1,000,000,000


WORLDSPACE INC: Hearing on March 5 on DIP Loans Extension
---------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorized, on an interim basis, Worldspace
Inc., et al., to extend, modify and increase their debtor-in-
possession financing pursuant to the senior secured super priority
priming DIP credit agreement, dated as of November 5, 2008, with a
syndicate of financial institutions including Citadel Energy
Holdings LLC, Highbridge International LLC, OZ Master Fund Ltd.,
and AG Offshore Convertibles Ltd.

A final hearing on the Debtors' DIP loan maturity extension is set
for March 5, 2010, at 9:30 a.m. prevailing Eastern Time at 824
Market Street, 6th Floor, Courtroom No. 2, Wilmington, Delaware.

Pursuant to the terms of the 6th DIP amendment, the Debtors are
authorized to borrow up to $2 million.

As reported in the Troubled Company Reporter on February 10, 2010,
the Debtors are negotiating a strategic transaction with their DIP
financing provider, Liberty Satellite Radio, Inc.  The Debtor
would use the money to pay certain critical expenses and conclude
negotiations.

Liberty has agreed to provide up to $1 million in additional
funding to enable the Debtors to, among other things, meet their
payroll obligations. Liberty is the only available source of
financing for the Debtors, and is wiling to fund the Debtors'
operating expenses.

                       About WorldSpace Inc.

WorldSpace, Inc. (WRSPQ.PK) -- http://www.1worldspace.com/--
provides satellite-based radio and data broadcasting services to
paying subscribers in 10 countries throughout Europe, India, the
Middle East, and Africa.  1worldspace(TM) satellites cover two-
thirds of the earth and enable the Company to offer a wide range
of services for enterprises and governments globally, including
distance learning, alert delivery, data delivery, and disaster
readiness and response systems.  1worldspace(TM) is a pioneer of
satellite-based digital radio services.

The Debtors and their affiliates operate two geostationary
satellites, AfriStar and Asia Star, which are in orbit over Africa
and Asia.  The Debtor and two of its affiliates filed for Chapter
11 bankruptcy protection on October 17, 2008 (Bankr. D. Del., Case
No. 08-12412 - 08-12414).  James E. O'Neill, Esq., Laura Davis
Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl
& Jones, LLP, represent the Debtors as counsel.  Neil Raymond
Lapinski, Esq., and Rafael Xavier Zahralddin-Aravena, Esq., at
Elliot Greenleaf, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for bankruptcy, they listed
total assets of $307,382,000 and total debts of $2,122,904,000.


W.R. GRACE: Wants to Contribute $9.9-Mil. to Pension Plan
---------------------------------------------------------
W.R. Grace & Co., and its units seek the Court's permission to
make contributions their defined benefit retirement plans covering
their employees in the United States, which will total $9,924,866
on or prior to April 15, 2010.

Payment of April 2010 Contributions to the Grace Retirement Plans
is a continuation of the Debtors' "least costly approach" to
assure the Debtors' compliance with the minimum funding
requirements under federal law, David M. Bernick, Esq., at
Kirkland & Ellis, LLP, in New York, relates.

The Debtors have sought and obtained the Court's authority to
contribute an aggregate of $264,224,632 since 2006:

      Year                  Contribution
      ----                  ------------
      2006                   101,427,573
      2007                    76,002,734
      2008                    49,026,185
      2009                    37,768,140

The future minimum required Contributions through 2010 is expected
to be 45,931,837, Mr. Bernick says.

The total of the required quarterly minimum contributions for the
2010 plan year due on April 15, 2010, must be the lesser of:

  -- 25% of the total 2009 minimum contributions minus available
     credit balances for each of the Debtors' individual Plans;
     or

  -- the quarterly minimum amount calculated specifically for
     the 2010 Plan year, which will be included in the final
     2010 actuarial valuation report.

The total minimum contributions for the 2009 plan year were
approximately $39.9 million, while the available credit balances
are approximately $50,000.  The actual amount of the 2010 Plan
year contributions will depend on calculations in the 2010
actuarial report for the Grace Retirement Plans, Mr. Bernick
notes.

The Debtors anticipate that the 2010 Actuarial Valuation Report
will be finalized sometime during May 2010.  Because the 2010
actuarial report will not be finalized prior to April 15, 2010,
the April 2010 Contributions will be equal to 25% of the total
2009 minimum contributions, or approximately $9.9 million, Mr.
Bernick discloses.

The Debtors also anticipate that the 2010 Actuarial Report will
not result in quarterly minimum contributions that are lesser than
25% of the total 2009 minimum contributions.  However, in the
unlikely event that the 2010 actuarial report does result in
lesser quarterly contributions, any portion of the April 2010
Contributions that are greater than the actual 2010 plan year
quarterly required minimum contributions will be used to offset
subsequent required minimum contributions, Mr. Bernick explains.

After the 2010 actuarial report is finalized, the Debtors will
submit another pension funding request to make all required
contributions for the remainder of 2010 and early 2011.  The
Request will specify the exact amount of each contribution
required during that period, as well as information regarding the
overall funded status of the Grace Retirement Plans.

                         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: Gets Nod to Reduce Art Revolving Credit to $15MM
------------------------------------------------------------
W.R. Grace & Co., Inc., and its units obtained the Bankruptcy
Court's authority to amend the credit agreement between W.R. Grace
& Co.-Conn. and Advanced Refining Technologies LLC to (i) extend
its termination date to February 28, 2011, and (ii) reduce Grace's
revolving credit commitment from $20.25 million to $15 million.

Effective March 1, 2001, Grace and Chevron Products Company formed
ART, a Delaware limited liability company that develops,
manufactures and sells hydroprocessing catalysts used in the
petroleum refining industry for the removal of certain impurities
from petroleum feedstock.

Grace initially owned a 55% interest in ART and Chevron USA owned
a 45% interest.  In October 2009, Grace sold 5% of the total
company interest to Chevron USA; and as a result, each of Grace
and Chevron USA now owns a 50% interest in ART.  ART is governed
by the Limited Liability Company Agreement dated as of March 1,
2001, between Grace and Chevron USA.

Grace and Chevron Capital have agreed that extending the ART
Credit Agreements is more cost-effective than to tie up cash in
ART continuously in order to be prepared to meet financing needs
if and when they occur.

No objections to their Stipulation were filed, the Debtors said in
a certification filed with the Court.

                         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: Court OKs Protocol for Addressing Employee Claims
-------------------------------------------------------------
Bankruptcy Judge Judith Fitzgerald approved in its entirety the
Debtors' proposed protocol to efficiently address and dispose of
proofs of claim filed by employees, former employees or
beneficiaries of employees or former employees of who Grace are
entitled to receive benefits under Grace's existing plans,
programs, and policies regarding employee bonuses and other
compensation, indemnity agreements or various medical, insurance,
severance, retiree and other benefits.

According to the Debtors, their claims registers contain
approximately 6,935 Employee Benefit Claims.

The Court also approved these deadlines pursuant to the Employee
Claims Resolution Protocol:

  * March 1, 2010  -- deadline for Debtors to file an omnibus
                      objection to the Employee Claims

  * April 16, 2010 -- deadline for Claimants to file written
                      responses

  * June 25, 2010  -- deadline for Debtors to file a report on
                      the status of resolving each of the
                      Responses

  * June 25, 2010  -- deadline for Debtors to seek leave to file
                      replies to the Responses

  * July 12, 2010  -- omnibus hearing to consider the Objections

Judge Fitzgerald also approved the form of the Benefit
Continuation Notice to be served upon the Employee Claimants.  The
Notice was subjected to non-substantive changes which were
incorporated subsequent discussions held between the Debtors and
the Official Committee of Unsecured Creditors.

Specifically, the Notice clarified that it will not affect any
other claim that the Claimants may have filed in the Debtors'
Chapter 11 cases.  In the event that the Court does not confirm
Grace's Plan of Reorganization, or if Grace proposes and the Court
confirms a different Chapter 11 Plan that does not call for Grace
to assume Grace's Benefit Programs, any order disallowing Employee
Benefits Claims will be void.  The Employee Benefits Claims will
be reinstated for all purposes.

                         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)


YRC WORLDWIDE: Fitch Assigns 'C/RR6' Rating on Senior Notes
-----------------------------------------------------------
Fitch Ratings has assigned a rating of 'C/RR6' to YRC Worldwide's
new 6% senior unsecured convertible notes due 2014.  The first
tranche of new notes, totaling $49.8 million, was issued on
Feb. 23, 2010.  Proceeds from this tranche will be used to repay
the $45 million in remaining outstanding principal on YRC Regional
Transportation Inc.'s 8.5% senior secured notes (known as the USF
notes).  A second tranche of the new 6% senior unsecured
convertible notes, totaling $20.2 million, is expected to close no
later than July 30, 2010, with proceeds used either to repay any
portion of YRCW's 5% contingent convertible senior notes that may
be put back to the company later this year, or, if the company is
successful in removing the put provision from the indenture
covering the 5% contingent convertible notes, proceeds from the
second tranche of convertible notes will be used for general
corporate purposes.  YRCW's Issuer Default Rating is 'CC'.

As noted in Fitch's press release dated Feb.  11, 2010, the
issuance of the new 6% convertible notes has reduced the
likelihood of a default in the very near term, as it has allowed
YRCW to pre-fund its material debt obligations in 2010, while also
preserving liquidity during the seasonally weak early part of the
year.  The company ended 2009 with $98 million in cash and
$160 million in availability on its secured revolving credit
facility, of which $106 million is currently available to meet the
company's liquidity needs.  YRCW also noted on its fourth quarter
2009 earnings call that it expects to receive an $85 million cash
tax refund in the first quarter of 2010, which will further reduce
the likelihood of a liquidity squeeze in the first half of this
year.

Despite the relatively stronger liquidity position and the pre-
funding of its 2010 debt obligations, significant risks to YRCW's
credit profile remain over the longer term.  In particular, the
company must begin producing positive operating cash flow in order
to stabilize its financial position.  In 2009, the company
recorded negative operating cash flow of $384 million, so its
performance in 2010 must be considerably stronger.  The enactment
of a number of cost and operational initiatives over the course of
2009 is expected to help improve operating cash flow this year.
Several of the most significant initiatives, including the
deferrals of credit facility and asset-backed securitization
facility interest and fees, as well as an 18-month cessation of
multiemployer pension plan contributions, are only temporary,
however.  Over the longer term, YRCW will need to increase revenue
sufficiently to cover these payments when it is once again
required to do so.  This will require both an increase in customer
demand and an improvement in the less-than-truckload pricing
environment.

The recovery rating of 'RR6' that has been assigned to the new 6%
convertible notes reflects Fitch's expectation that the notes'
recovery prospects would be less than 10% in a distressed
scenario.  Fitch does not expect YRCW's IDR to be upgraded from
the 'CC' level until the company begins to produce positive free
cash flow on a sustainable basis.  On the other hand, continued
negative free cash flow over the next several quarters resulting
from ongoing weakness in the LTL market could result in the
company's liquidity position becoming unsustainable, in which case
Fitch will downgrade the company's ratings.


* Charles Mills Joins Houlihan Lokey as a Managing Director
-----------------------------------------------------------
Houlihan Lokey disclosed that Charles W. Mills has joined the
Atlanta office as a Managing Director, heading up mergers and
acquisitions for the Southeast U.S. region.

In his new role, Mr. Mills will provide strategic financial advice
to leading companies in the southeast.  Mr. Mills will be
assisting clients in raising capital and mergers and acquisitions.
"With the addition of Charlie Mills, Houlihan Lokey continues its
commitment to providing our clients the highest quality local
advisers, while also providing them with our global capabilities
and deep industry knowledge that clients have come to depend on us
for," said Scott Adelson, Senior Managing Director and global co-
head of Corporate Finance.

Before joining Houlihan Lokey, Mr. Mills headed Macquarie
Capital's M&A practice in the Southeast U.S. region. He also
previously served as Managing Director and head of the Industrial
Practice Group at SunTrust Robinson Humphrey, where he specialized
in providing private equity and corporate clients with financial
advisory and capital raising services.

Prior to his 14 years in investment banking, Mr. Mills was a
Lieutenant with the United States Navy, serving as a nuclear
engineer and Surface Warfare Officer.

Mr. Mills holds a Bachelor of Science degree in Economics with
Honors with Distinction from the United States Naval Academy and
an MBA from the Harvard Graduate School of Business
Administration.  He is registered with FINRA as a General
Securities Principal (Series 7, 24 and 63) and a Limited
Representative -- Investment Banking (Series 79).

                      About Houlihan Lokey

Houlihan Lokey, an international investment bank, provides a wide
range of advisory services in the areas of mergers and
acquisitions, financing, financial restructuring, and valuation.
The firm was ranked the No. 1 M&A advisor for U.S. transactions
under $3 billion in 2009 and the No. 1 U.S. fairness opinion
advisor over the past 10 years by Thomson Reuters. In addition,
the firm advised on more than 500 restructuring transactions
valued in excess of $1.25 trillion over the past 10 years. Notable
engagements cover numerous sectors and virtually all of the
largest U.S. corporate bankruptcies, including Lehman Brothers,
General Motors, WorldCom and Enron.  The firm has more than 800
employees in 14 offices in the United States, Europe and Asia.
Each year we serve more than 1,000 clients ranging from closely
held companies to Global 500 corporations.


* Distressed Asset Veterans Launch Halsey Lane Holdings
-------------------------------------------------------
Founding partners Mark Dalton, Alex Sorokin and Neil Wessan have
launched Halsey Lane Holdings to assist lenders-turned-owners of
distressed companies in managing and maximizing the value of their
post-restructuring equity investments.  Halsey Lane says that it
combines the Principals' extensive private equity, turnaround,
restructuring and capital markets expertise with an offering that
is solely and uniquely focused on maximizing recoveries for
unnatural owners of equity exchanged for debt as a result of the
restructuring process.

"The combination of the credit crisis and the deepest recession
since World War II have caused many highly leveraged situations
created during the private equity boom of 2004-2007 to default,
creating a significant number of unnatural owners - hedge funds,
banks, CLOs and CDOs, mutual funds, insurance companies and other
lenders -- that did not intend to end up owning equity in these
companies," explained Mark Dalton, the Managing  Principal at
Halsey Lane and a veteran of distressed debt firm Avenue Capital
Group and private equity firm Trimaran Capital Partners.  "Halsey
Lane applies a proven, process-driven approach to maximizing the
enterprise value of these companies by improving operating results
and then designing and implementing the optimal exit strategy in
conjunction with our clients."

Halsey Lane acts as the company's sponsor on behalf of its new
owners, assuming responsibility for the successful long-term
management of their portfolio company investment in the same way
that a private equity firm would.  "In doing so, our objectives
are completely aligned with those of the owners," added Alex
Sorokin, Halsey Lane Principal and former Managing Director at
Zolfo Cooper who has served as interim CEO or chief restructuring
officer at numerous companies going through complex operational
and financial restructurings.  "Halsey Lane acts as a
'quarterback' for the new owners following the restructuring
process, becoming engaged on a detailed, day-to-day level with
management and outside professional firms to oversee the company's
business plan, monitor its performance, facilitate an exit process
and focus on any significant issues that might arise -- engaging
far more intensively than would a traditional Board of Directors.
Ideally, we will serve on the Board of Directors of portfolio
companies on behalf of our clients, but this is not a requirement
to retain Halsey Lane."

"For unintended lenders-turned-owners, preserving, and more
importantly, increasing the value of their legacy loans present
very different challenges than what they are used to doing --
managing bank debt and high yield bonds," noted Neil Wessan, a
Principal at Halsey Lane and former Managing Director and Co-Head
of the Leveraged Loan Capital Markets & Syndications group at
Jefferies & Company.  "Many of these new owners have neither the
staff nor the time to manage these investments to maximize the
recoveries that could be achieved.  Halsey Lane represents a new
and better alternative to options currently available, which
typically result in owners leaving money on the table and
frequently lead to the continued loss of value rather than its
maximization.  We want our clients to view post-reorganization
equity as an opportunity, not a burden."

                         About Halsey Lane

Founded in 2009 by Principals Mark Dalton, Alex Sorokin and Neil
Wessan, New York-based Halsey Lane Holdings assists lenders-
turned-owners and other unnatural owners of illiquid equity to
manage their equity investments over a longer-time horizon until
more favorable exit opportunities can be devised and executed.
Halsey Lane's three Principals bring a combined 75+ years of
experience in private equity, management, operations,
restructuring and capital markets to the firm.


* MoFo Snags Paul Hastings Bankruptcy Pro
-----------------------------------------
Morrison & Foerster LLP has hired Anthony Princi as a partner in
its Bankruptcy & Restructuring Practice in the New York office.
Mr. Princi's practice focuses on debt capital markets and
restructuring, representing corporate debtors in debt
transactions, and secured and unsecured creditors' committees in
cross-border bankruptcy proceedings and out-of-court
restructurings.

"We are thrilled to have Tony join our team.  As we expand our
bankruptcy and restructuring practice, particularly in New York,
the center of the restructuring world, adding an attorney of his
caliber and experience is an important step in our growth plans,"
said Larren Nashelsky, co-chair of Morrison & Foerster's
Bankruptcy & Restructuring practice.  "His expertise on creditor-
side restructurings and experience representing financial
institutions, including hedge funds and private equity funds, as
well as ad hoc committees, broadens our practice capabilities and
client base."

"The opportunities to help clients develop and navigate their
restructuring and bankruptcy strategies in today's marketplace are
immense," said Princi.  "It's an exciting time to be joining
Morrison & Foerster's highly regarded Bankruptcy & Restructuring
practice.  I look forward to working with my new partners to
enhance our clients' interests in the distressed debt market."

Mr. Princi arrives from Paul Hastings, where he was a partner in
the firm's London and New York offices. He received his B.S.,
summa cum laude, in 1979 and J.D. in 1982 from Fordham University
in New York.  He is a member of the state bars of New York and
Florida and a UK registered foreign lawyer.s


* NERA Appoints New Practice Chairs
-----------------------------------
NERA Economic Consulting, a leading global provider of economic
advice and analysis in business, legal, and regulatory matters,
announced today the appointment of two new practice chairs and
three officer-level promotions.

In NERA's Global Energy, Environment, and Network Industries (EEN)
Practice, Mike King has been named Practice Chair, and Dr. Adam
Borison has been promoted to Senior Vice President.

In the firm's Global Securities and Finance Practice, Dr. Robert
Mackay has been appointed Chair; and Dr. John Montgomery and Dr
Faten Sabry have been promoted to Senior Vice President.

                         Practice Chairs

Mike King, Senior Vice President and Chair of NERA's Global EEN
Practice, is an economist with extensive experience in electric
wholesale markets, electric utility restructuring, strategy, and
regulation.  His recent work has focused on the merchant
generation sector, where he has provided strategy and valuation
advice on mergers and acquisitions, support for financing of
merchant energy companies, and advice on the financial
restructuring of distressed companies.  Mr. King replaces Dr.
Michael Rosenzweig, who recently retired from NERA but continues
to work with the firm as a Special Consultant.

Dr. Robert Mackay, Senior Vice President and Chair of NERA's
Global Securities and Finance Practice, specializes in providing
securities and financial markets litigation support and risk
management advisory services.  His primary interests are in the
economics of trading and investing, financial risk management, and
derivatives and derivative securities.  Dr. Mackay's predecessor
as Practice Chair, Dr. Vinita Juneja, remains with the firm as a
Senior Vice President.

                   Officer-Level Promotions

Dr. Adam Borison, Senior Vice President, is a San Francisco-based
member of NERA's EEN Practice, and Leader of NERA's Energy and
Infrastructure Risk Advisory Group.  He is an internationally
recognized expert in decision analysis, real options, and related
methodology, with over 25 years of advisory experience in the
power, energy, and resource sectors.  Dr. Borison holds a BS in
biochemistry from Yale, a Masters in public policy from Harvard,
and a PhD in management science and engineering from Stanford.

Dr. John Montgomery, a New York-based Senior Vice President in
NERA's Securities and Finance Practice, has consulted on a wide
range of securities and financial issues, including cases under
both securities laws and ERISA.  He has testified on damages,
materiality, prudence of investment decisions, costs of trading,
and macroeconomic issues.  He has also led teams analyzing large
datasets related to brokerage, mutual fund, and 401(k) accounts.
Dr. Montgomery earned his PhD from Princeton University and worked
in government and in the securities industry prior to joining
NERA.

Dr. Faten Sabry, Senior Vice President, is also based in New York.
She directs projects in the areas of securities, complex damages
disputes, and mass torts.  Her work includes both advisory
engagements and litigation support in cases that culminated in
trials or bankruptcy hearings.  Dr. Sabry has testified as an
expert at trial and is the author of various articles on the
economics of subprime lending, econometric analysis of mutual
funds' advisory fees, claiming behavior, and determinants of anti-
dumping protection.  Dr. Sabry received her PhD from Stanford
Business School and her MA in economics from the American
University in Cairo.

                             About NERA

NERA Economic Consulting -- www.nera.com -- is a global firm of
experts dedicated to applying economic, finance, and quantitative
principles to complex business and legal challenges.  For half a
century, NERA's economists have been creating strategies, studies,
reports, expert testimony, and policy recommendations for
government authorities and the world's leading law firms and
corporations.


* NHB Advisors Relocates New York York Office
---------------------------------------------
NHB Advisors, Inc., has moved its New York office.  Its new
location is:

     NHB Advisors, Inc.
     Chrysler Building
     405 Lexington Avenue
     26th Floor
     New York, NY 10174

Headquartered in Philadelphia, NHB Advisors, Inc., is a
turnaround, crisis management and financial advisory firm.  It
offers these services to financially challenged companies
throughout America: turnaround and crisis management; financial
advisory; investment banking; and fiduciary services.  NHB also
maintains offices in Boston, Dallas, Denver, Los Angeles, New York
and Wilmington, Delaware.


* BOOK REVIEW: Megamergers - Corporate America's Billion-Dollar
               Takeovers
---------------------------------------------------------------
Author: Kenneth M. Davidson
Publisher: Beard Books
Hardcover: 427 pages
Listprice: $34.95
Review by Henry Berry

Megamergers are nothing new to the business world. One of the
first occurred in 1901, when Carnegie Steel merged with several
rival steel corporations, resulting in the billion-dollar United
States Steel. Since then, megamergers have been a part of American
business.  However, the author notes that megamergers have
historically "occurred sporadically and been understandable" on
face value.  By contrast, in recent decades there has been a
"current wave of large mergers [that] is unprecedented."
In Megamergers - Corporate America's Billion-Dollar Takeovers,
Davidson looks at the unprecedented number of megamergers
occurring today and considers whether this signals a change in the
thinking of U.S. business leaders.  Legislators, corporate
executives, mergers specialists, and anyone else involved in, or
affected by, megamergers will find this book enlightening.
An announcement of a merger is usually accompanied with the
pronouncements  that it will result in greater synergies,
operational efficiencies, and improved servicing of markets.
Davidson questions whether this has, in fact, been the case.  He
analyzes the subsequent financial performance of the corporate
behemoths produced by these megamergers and concludes that the
majority of them were not justifiable nor, ultimately, productive.

Davidson is an admitted skeptic about the value of mergers to the
overall economy and to employees, stockholders, and consumers.  He
is critical of the overly optimistic rationales prevalent in
today's business climate that lead many businesspersons into
mergers.  For the most part, though, he keeps his biases in check.
He rejects many of the common criticisms of mergers.  For example,
he finds unpersuasive the argument that mergers should be rejected
on the ground that they undermine market competitiveness.  Nor,
does he say, is it worthwhile to revisit the ongoing debate over
whether "risk arbitrageurs are good guys or bad guys."

The author states that his "first intention [is] to paint a
picture of what is happening [to] clarify the issues involved and
areas of dispute."  He offers a balanced examination of the
megamerger phenomenon, particularly as it pertains to the energy
and financial services industries.  He goes beyond seeing
megamergers only as phenomena of contemporary corporate culture,
and his analyses go beyond mere statistics.  Megamergers have
their roots not only in business ambitions and current trends, but
also in human nature.  Recognizing this, the author also addresses
the psychology underlying megamergers.  As noted in the section
"The Acquisition Imperative," mergers present a temptation to the
decision-making executives of successful companies "look[ing]
beyond their product and consider[ing] the disposal of excess
profits."  Davidson explains why a merger appears to many
executives to be a better option than distributing profits to
shareholders, starting new businesses, or investing in securities.

The informed perspective Davidson offers in this book, first
published in 2003, is just as relevant today.  It is a book that
brings new wisdom to old ways of thinking about megamergers.

An attorney for the U. S. Federal Trade Commission for 25 years,
Kenneth M. Davidson has also been a corporate attorney and a
visiting law professor.



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission ***