TCR_Public/100301.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Monday, March 1, 2010, Vol. 14, No. 59

                            Headlines


31 SOUTH MAIN STREET: Case Summary & 19 Largest Unsec. Creditors
9801 IRVINE CENTER: Case Summary & 2 Largest Unsecured Creditors
ACCURIDE COMMUNICATION: Emerges from Chapter 11 Bankruptcy
AGL PROPERTIES: Case Summary & 7 Largest Unsecured Creditors
AHMAD REZA RAFII: Case Summary & 20 Largest Unsecured Creditors

ALLBRITTON COMMUNICATIONS: Moody's Upgrades Bond Ratings to 'B3'
AMERICAN INT'L: Narrows FY2009 Net Loss to $12.3 Billion
AMERICAN INT'L: Close to Selling AIA to Prudential for $35.5BB
AMES DEPARTMENT: Preference Doesn't Bar Admin. Claim Recovery
ASARCO LLC: New Mexico Receives $3.6 Mil. for Cleanups

ASARCO LLC: Parties File Claims for Substantial Contribution
ASARCO LLC: Reaches Deal With USW on Claim Disallowance
ASARCO LLC: Texas Custodial Trust Wants Clarification on Deal
AVIS BUDGET: Bank Debt Trades at 1% Off in Secondary Market
BEAR ISLAND: Weak Dollar, Poor Newsprint Demand Cue Bankruptcy

BH S&B: Creditors Appeal Fight with Owners
BIRCH COMMUNICATIONS: S&P Withdraws 'B-' Corporate Credit Rating
BUCKEYE TECHNOLOGIES: S&P Puts BB- Rating on CreditWatch Negative
BOCK FAMILY TRUST: Voluntary Chapter 11 Case Summary
BORA BORA: Automatic Stay Not Extended to Debtor's Principal

BUCEPHALUS ALTERNATIVE: Voluntary Chapter 11 Case Summary
CALIFORNIA COASTAL: Brightwater Homes Sales Facing Objection
CALIFORNIA COASTAL: March 10 Hearing Set for Cash Collateral Use
CARSON RIVER COMMUNITY: Closed; Heritage Bank Assumes All Deposits
CATALINA LIGHTING: Files for Chapter 11 Bankruptcy Protection

CAVALIER TELEPHONE: Bank Debt Trades at 14% Off
CELESTICA INC: S&P Raises Corporate Credit Rating to 'BB'
CENTRAL CROSSING: DIP Financing, Collateral Use Gets Interim OK
CHRYSLER LLC: New Chrysler Asks for More Time on Plant Ownership
CHRYSLER LLC: New Chrysler Eyes Return of Alfa Romeo in N. America

CHRYSLER LLC: New Chrysler Halts Production at Two Plants
CHRYSLER LLC: New Chrysler to Sell Fiat 500 in Canada by Dec.
CINRAM INTL: Bank Debt Trades at 23% Off in Secondary Market
CITADEL BROADCASTING: Bank Debt Trades at 17% Off
CITIGROUP INC: CEO Pandit Gets Alwaleed Bin Talal's Support

CITIGROUP INC: Says Internet Banking Unit Not For Sale
CLAIRE'S STORES: Bank Debt Trades at 17% Off in Secondary Market
CONSECO INC: Reports $85.7 Million Net Income in 2009
CRACKER BARREL: Bank Debt Trades at 2% Off in Secondary Market
CRESCENT RESOURCES: Bank Debt Trades at 59% Off

DANA HOLDING: Bank Debt Trades at 3% Off in Secondary Market
DAREN BERG: 10th Cir. BAP Says Discharge Denial Premature
DEP THI TRIEU: Case Summary & 18 Largest Unsecured Creditors
DEX MEDIA WEST: Bank Debt Trades at 5% Off in Secondary Market
DIAMONDROCK HOSPITALITY: Out of Compliance with Loan Requirements

DOROTHY EARGLE TRUST: Voluntary Chapter 11 Case Summary
EASTMAN KODAK: S&P Affirms 'B-' Rating on Senior Secured Notes
EXTENDED STAY: Affiliates File Plan of Reorganization
EXTENDED STAY: ESA P Portfolio, 4 Others Also in Chapter 11
EXTENDED STAY: Proposes Deal With Centerbridge, Et Al.

FAIRPOINT COMMS: Bank Debt Trades at 24% Off in Secondary Market
FINLAY ENTERPRISES: Norman Matthews Resigns from Board
FORD MOTOR: Invests $590-Mil. for Essex Plant in Windsor, Canada
FORD MOTOR: Invests $155-Mil., Adds 60 Jobs for Cleveland Plant
FOUNTAIN VILLAGE: Gets Interim Nod to Use Telesis' Cash Collateral

FREDDIE MAC: Posts $21.6 Billion Net Loss in 2009
FREEDOM COMMUNICATIONS: US Objects to Ch. 11 Plan on Tax Grounds
GENERAL GROWTH: Fitch Withdraws 'D' Issuer Default Rating
GENERAL GROWTH: Court Approves Securities Action Settlement
GENERAL GROWTH: District Court Dismisses A&K Appeal on DIP Order

GENERAL GROWTH: Shareholder Sues Board for Simon Bid Rejection
GENERAL GROWTH: To Turn Over Chapel Hills Mall to LNR Partners
GENERAL GROWTH: U.S. Trustee Adds M&T to Creditors Committee
GMAC INC: Bankruptcy Would Have Cost Treasury $50 Billion
GOTTSCHALKS INC: Fred Ruiz Resigns as Director of Board

GOTTSCHALKS INC: GE Capital Blasts Liquidation Plan
GRAY COMMUNICATIONS: Bank Debt Trades at 10% Off
GROUP HEALTH: S&P Assigns 'BB-' Counterparty Credit Rating
HARRAH'S ENTERTAINMENT: HOC Bank Debt Trades at 0.28% Off
HAYASHI ASSET: Case Summary & 20 Largest Unsecured Creditors

HERTZ CORP: Bank Debt Trades at 2% Off in Secondary Market
HOLLYWOOD MOTION PICTURE: Voluntary Chapter 11 Case Summary
H.P.W. LTD: Case Summary & 3 Largest Unsecured Creditors
HUFFY CORP: Plan Discharged Retailer's Indemnification Claim
IMAGEWARE SYSTEMS: Stonefield Josephson Raises Going Concern Doubt

INFOLOGIX INC: David Gulian Holds 3.4% of Common Stock
INFOLOGIX INC: IL Venture Capital No Longer Holds Shares
INFOLOGIX INC: Richard Hodge Holds 3% of Common Stock
INFOLOGIX INC: Warren Musser Holds 2.1% of Common Stock
IRON MOUNTAIN: New Repurchase Program Won't Affect Moody's Rating

ISLE OF CAPRI: Bank Debt Trades at 2% Off in Secondary Market
J. CALDERON ENTERPRISES: Voluntary Chapter 11 Case Summary
JENNIFER CONVERTIBLES: To be Delisted From Amex
JOHN MANEELY: Bank Debt Trades at 6% Off in Secondary Market
KMART CORP: Court Slaps $10 Mil. Fine on Former CEO Conway

LAMAR MEDIA: S&P Raises Rating on Subordinated Notes to 'B+'
LAS VEGAS SANDS: Bank Debt Trades at 13% Off in Secondary Market
LAS VEGAS TV: Files for Chapter 11 in Nevada
LEVEL 3 COMMS: Bank Debt Trades at 10% Off in Secondary Market
LEVI STRAUSS: Moody's Affirms Corporate Family Rating at 'B1'

LIBERTY MEDIA: Moody's Retains 'B1' Corporate Family Rating
LINENS 'N THINGS: Bankruptcy Converted to Chapter 7
LNR PROPERTY: Bank Debt Trades at 16% Off in Secondary Market
LODGIAN INC: Posts $52.4 Million Net Loss in 2009
LYONDELL CHEMICAL: Amends Ch. 11 Plan Due to BoNY Settlement

LYONDELL CHEMICAL: Proposes Settlement With Oil Insurance
LYONDELL CHEMICAL: Reaches Deal With Unsecured Creditors
LYONDELL CHEMICAL: Wins Approval of Settlement With BoNY
MEDICOR LTD: Files First Amended Chapter 11 Plan
MGM MIRAGE: Majority of Lenders Agree to 2014 Extension of Loan

MGM MIRAGE: Sugerman Resigns From Board of Directors
MICHAEL LUNSFORD: Case Summary & 20 Largest Unsecured Creditors
MONEYGRAM INT'L: Board Approves 3 Employee Incentive Plans
MONEYGRAM INT'L: FMR, Fidelity Own 10.114% of Common Stock
MONEYGRAM INT'L: Guardian Life Owns 13.4% of Common Stock

MONEYGRAM INT'L: To Settle Securities Class Action
NETWORK DEVELOPMENT: Case Summary & 6 Largest Unsecured Creditors
NEUMANN HOMES: Court Confirms Plan of Liquidation
NEUMANN HOMES: Proposes Settlement With Former CEO
NEUMANN HOMES: Submits Status Report on Adversary Proceedings

NEWMARKET CORP: S&P Raises Corporate Credit Rating to 'BB+'
NIGHTLIFE ENTERPRISES: Voluntary Chapter 11 Case Summary
NLP ACQUISITION: Case Summary & 13 Largest Unsecured Creditors
NOVELIS INC: Bank Debt Trades at 4% Off in Secondary Market
OCEAN MIST RESORT: Case Summary & 4 Largest Unsecured Creditors

OMNIA COLLEGE: Case Summary & Unsecured Creditor
OTTER TAIL: Gets Approval for Cash Collateral Use Until May 31
PROTOSTAR LTD: Creditors Fail to Stall Sale Bonuses
RAINIER PACIFIC BANK: Closed; Umpqua Bank Assumes All Deposits
RAMSEY HOLDINGS: Court Sets Cash Collateral Hearing for March 9

READER'S DIGEST: Committee Hired BDO UK as Pension Advisor
READER'S DIGEST: U.K. Edition in Talks With Bidders
READER'S DIGEST: S&P Raises Corporate Credit Rating to 'B'
READER'S DIGEST: Plan Declared Effective February 19
REALOGY CORP: Bank Debt Trades at 12% Off in Secondary Market

REVLON INC: Bank Debt Trades at 2% Off in Secondary Market
SIX FLAGS: Barclays & Renaissance No Longer Have Equity Stake
REDWOOD PARK: Voluntary Chapter 11 Case Summary
REVLON CONSUMER: Moody's Affirms 'B2' Corporate Family Rating
RJ YORK: Taps Armstrong Teasdale as Bankruptcy Counsel

ROBERTO ALVARADO: Case Summary & 20 Largest Unsecured Creditors
RONALD EDWARDS: Case Summary & 3 Largest Unsecured Creditors
SANTA CLARA: Wants Access to East West Cash to Pay Operating Costs
SEARS HOLDINGS: S&P Changes Outlook to Stable; Keeps 'BB-' Rating
SELDEN ENTERPRISES: Voluntary Chapter 11 Case Summary

SENIAH CORP: Case Summary & 4 Largest Unsecured Creditors
SHALLOWBAG MARINA: Case Summary & 9 Largest Unsecured Creditors
SHEARIN FAMILY: Bankr. Administrator Wants Conversion or Dismissal
SIRIUS XM RADIO: Enterprise Value 18 Times Projected 2010 EBITDA
SIRIUS XM RADIO: Reports $342 Million Net Loss for 2009

SORENSON HUNTING: Case Summary & 20 Largest Unsecured Creditors
SPANSION INC: Donald Smith Owns Zero Shares of Class A Stock
SPANSION INC: Jennison Discloses 0% Ownership of Stock
SPANSION INC: Reports $514,059,000 Net Loss for 2009
TENNECO INC: Fitch Upgrades Issuer Default Rating to 'BB+/RR1'

THOMAS KAMINSKY: Case Summary & 20 Largest Unsecured Creditors
THORNBURG MORTGAGE: Creditors Seek to Cut Venable's Fees
TIMOTHY RAY: Gets Interim Okay to Use Cash Collateral
TISHMAN SPEYER: Bank Debt Trades at 21% Off in Secondary Market
TLC VISION: Strategic Turnaround Owns 1.08% of Common Stock

TRIBUNE CO: Bank Debt Trades at 39% Off in Secondary Market
TRIDENT RESOURCES: Courts OK Sale & Investor Solicitation Process
TRONOX INC: Gets Nod for Settlement With Term Loan Lenders
TRONOX INC: OKs Rejection of Pittman & Koehler Contracts
TRONOX INC: RTI Hamilton Lawsuit Dismissed by Court

TRUMP ENTERTAINMENT: Attys' Fee Dispute Heading to 3rd Circuit
TSG INCORPORATED: Has Access to PNC Bank's Cash Until May 21
US CONCRETE: Moody's Downgrades Corporate Family Rating to 'Caa2'
USI HOLDINGS: S&P Gives Stable Outlook, Keeps CCC Rating
VION PHARMACEUTICALS: Plan Outline Hearing Set for Today

VION PHARMACEUTICALS: Gets FDA Response on Protocol Assessment
VISTEON CORP: Court Declines to Remove Pensioners From Committee
VISTEON CORP: Has Access to Cash Collateral Until March 17
VISTEON CORP: Wants Plan Exclusivity Until April 30
VISTEON CORP: Bank Debt Trades at 109.66% in Secondary Market

VISTEON CORP: Earns $184 Million in 2009 Despite Sales Decrease
WASHINGTON MUTUAL: Court Denies Disbandment of Equity Committee
WASHINGTON MUTUAL: Plan Participants Insist Rights on HFA Trusts
WASHINGTON MUTUAL: SEC, Ratings Agencies Need Not Produce Docs.
WEST HAWK: Wants Plan Filing Further Extended Until May 12

WESTERN REFINING: Bank Debt Trades at 9% Off in Secondary Market
W.R. GRACE: Adage Continues to Own 5.07% of Common Stock
W.R. GRACE: FMR LLC Has 14.43% Equity Stake
W.R. GRACE: P. Norris Resigns From Board of Directors

* Bank Failures This Year Reach 22
* FDIC Auctions $610.5 Million in Loans From Failed Banks
* New Bill Seeks Pro-Labor Changes to Chapter 11
* Retailers Seen More Reluctant to Seek Bankruptcy Protection
* Snow Storm, Toyota Recall to Affect Auto Makers' Feb. Sales

* PERELLA WEINBERG: Maurin Joins Restructuring Group

* BOND PRICING -- For the Week From Feb. 22 to 26, 2010


                            *********


31 SOUTH MAIN STREET: Case Summary & 19 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: 31 South Main Street, LLC
        PO Box 610
        Gilmanton, NH 03237

Bankruptcy Case No.: 10-10765

Chapter 11 Petition Date: February 24, 2010

Court: United States Bankruptcy Court
       District of New Hampshire Live Database (Manchester)

Debtor's Counsel: Deborah A. Notinger, Esq.
                  Donchess & Notinger, PC
                  547 Amherst Street, Ste. 204
                  Nashua, NH 03063
                  Tel: (603) 886-7266
                  Fax: (603) 886-7922
                  Email: debbie@dntpc.com

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

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

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

            http://bankrupt.com/misc/nhb10-10765.pdf

The petition was signed by Thomas J. Farley, managing member of
the Company.


9801 IRVINE CENTER: Case Summary & 2 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: 9801 Irvine Center Drive LLC
        26021 Horseshoe Cir
        Laguna Hills, CA 92653

Bankruptcy Case No.: 10-12239

Chapter 11 Petition Date: February 24, 2010

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

Judge: Robert N. Kwan

Debtor's Counsel: Marc C. Rosenberg, Esq.
                  Law Offices of Marc Rosenberg APC
                  18321 Ventura Blvd #860
                  Tarzana, CA 91356
                  Tel: (818) 776-0012
                  Fax: (818) 776-0892

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

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

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

            http://bankrupt.com/misc/cacb10-12239.pdf

The petition was signed by Javad Mehrvijeh, managing member of the
Company.


ACCURIDE COMMUNICATION: Emerges from Chapter 11 Bankruptcy
----------------------------------------------------------
Accuride Corporation has successfully completed all conditions of
its Plan of Reorganization and emerged from Chapter 11 with a new
capital structure after only five months.

"Entering Chapter 11 with a pre-arranged agreement and the
continued support of our lenders, allowed Accuride to emerge in an
expeditious manner," said Bill Lasky Accuride's President, CEO,
and Chairman of the Board. "Accuride has always been a solid
leader in product innovation and operational efficiency.  Our
improved financial structure, coupled with the respect of our
industry brands, will allow us to pursue initiatives to further
expand our product offering and geographic penetration, while in
turn providing increased solutions for our customers and greater
value for our shareholders."

As outlined in the Plan, the Company exits bankruptcy with a more
flexible capital structure including a $308 million term loan and
$140 million of convertible notes.  All unsecured trade creditors
will be paid in full for valid claims.

In addition, the company has filed the necessary paperwork for
Accuride's common stock to begin trading on the Over-the-Counter
Bulletin Boards and will announce the symbol for trading in
Accuride's common stock when it becomes available.

"Upon filing our voluntary petition for Chapter 11 protection, we
embarked upon the very aggressive path we had chartered to ensure
the Company emerged from the process as expeditiously as
possible," said Lasky.  "I would like to extend my extreme
gratitude for all who worked so diligently, allowing us to remain
on track and emerge today a healthier Company.  I would also like
to reiterate my sincere appreciation for our team members whose
dedication ensured that we maintained quality production and on-
time delivery, as well as our customers and suppliers who remained
loyal to Accuride throughout the restructuring process.  We look
forward to continuing these partnerships through which we will
together bring innovation to the industry."

On October 8, 2009, Accuride's U.S. entities filed a voluntary
petition for protection under Chapter 11 of the U.S. Bankruptcy
Code in the District of Delaware.

                     About Accuride Corp.

Accuride Corp. and its affiliates are among the largest and most
diversified manufacturers and suppliers of commercial vehicle
components in North America.  The Company's products include
wheels, wheel-end components and assemblies, truck body and
chassis parts, seating assemblies and other commercial vehicle
components marketed under several well-recognized brands in the
industry, including Accuride, Gunite, Imperial, Bostrom, Fabco,
Brillion and Highway Original.

According to filings by Accuride, the Company is seeking to
restructure in excess of $675 million in debt through its
bankruptcy proceeding.  The bankruptcy cases are pending in the
United States Bankruptcy Court for the District of Delaware.

Jeffrey M. Reisner and Tavi C. Flanagan, Esq., at Irell & Manella
LLP's Newport Beach-based bankruptcy practice, will serve as lead
counsel to the Official Committee of Unsecured Creditors in the
affiliated debtors' bankruptcy cases.  Mr. Reisner chairs the
firm's bankruptcy practice.  Kurt Gwynne, Esq., at Reed Smith LLP,
serves as Delaware counsel and Joel Dryer of Morris Anderson &
Associates will serve as financial advisors to the Official
Committee of Unsecured Creditors.

The Chapter 11 filing includes Accuride Corp. and a number of
subsidiaries and affiliates, including Accuride Cuyahoga Falls,
Inc., Accuride Distributing, LLC, Accuride EMI, LLC, Accuride Erie
L.P., Accuride Henderson Limited Liability Company, AKW General
Partner L.L.C., AOT Inc., Bostrom Holdings, Inc., Bostrom Seating,
Inc., Bostrom Specialty Seating, Inc., Brillion Iron Works, Inc.,
Erie Land Holding, Inc., Fabco Automotive Corporation, Gunite
Corporation, Imperial Group Holding Corp. -1, Imperial Group
Holding Corp. -2, Imperial Group, L.P., JAII Management Company,
Transportation Technologies Industries, Inc., and Truck Components
Inc.

As reported in the Troubled Company Reporter on February 22, 2010,
the Bankruptcy has confirmed the Company's Plan of Reorganization.
Accuride expects the Plan to become effective on or about
February 26, 2010, once all closing conditions have been met.


AGL PROPERTIES: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: AGL Properties, LLC
          aka Williamsburg Apartments
          aka Crossing at Williamsburg
        240 55th Avenue SW
        Vero Beach, FL 32968

Bankruptcy Case No.: 10-11057

Chapter 11 Petition Date: February 24, 2010

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: John C. Cook

Debtor's Counsel: David J. Fulton, Esq.
                  Scarborough, Fulton & Glass
                  701 Market Street, Suite 1000
                  Chattanooga, TN 37402
                  Tel: (423) 648-1880
                  Fax: (423) 648-1881
                  Email: djf@sfglegal.com

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

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

A list of the Company's 7 largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/tneb10-11057.pdf

The petition was signed by George A. Crupi, president of the
company.


AHMAD REZA RAFII: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Ahmad Reza Rafii
                 dba Advanced Chiropractic Center
               Nooshin Dalili
                 dba Law Office of Nooshin Dalili
               115 Hill Top Drive
               Los Gatos, CA 95032

Bankruptcy Case No.: 10-51776

Chapter 11 Petition Date: February 24, 2010

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

Judge: Roger L. Efremsky

Debtors' Counsel: Lars T. Fuller, Esq.
                  The Fuller Law Firm
                  60 N Keeble Ave.
                  San Jose, CA 95126
                  Tel: (408) 295-5595
                  Email: Fullerlawfirmecf@aol.com

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

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

According to the schedules, the Company has assets of $1,967,179
and total debts of $2,973,469.

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

            http://bankrupt.com/misc/canb10-51776.pdf

The petition was signed by the Joint Debtors.


ALLBRITTON COMMUNICATIONS: Moody's Upgrades Bond Ratings to 'B3'
----------------------------------------------------------------
Moody's Investors Service upgraded the rating on the senior
subordinated bonds of Allbritton Communications Company to B3 from
Caa1 and changed the ratings outlook to stable from negative.
Moody's also affirmed Allbritton's B3 corporate family rating.

Moody's upgraded the rating on the bonds based on lower current
and projected borrowings under the revolver.  Bondholders are
contractually and effectively subordinated to lenders under the
revolving credit facility, and the reduction in higher priority
debt above the bondholders debt drives the upgrade.

The outlook change incorporates expectations that with economic
stabilization, continued growth in cash flow is likely, and credit
metrics will continue to improve.  These factors have created a
better cushion of projected compliance under the financial
covenants of Allbritton's senior secured credit facility
(unrated).  Allbritton outperformed many of its peers during the
downturn, which also supports the outlook revision.

Allbritton Communications Company

  -- Senior Subordinated Bonds, Upgraded to B3, LGD4, 57% from
     Caa1, LGD4, 58%

  -- Affirmed B3 Corporate Family Rating

  -- Affirmed B3 Probability of Default Rating

  -- Outlook, Changed To Stable From Negative

The last rating action on Allbritton was February 11, 2009, when
Moody's confirmed the B3 corporate family rating and changed the
outlook to negative from under review for downgrade.

Allbritton Communications Company, headquartered in Arlington,
Virginia, owns and operates television stations affiliated with
ABC in six geographic markets.  The company also owns NewsChannel
8, a 24 hour basic cable channel primarily focused on local news
for the DC area.  In November 2009, Allbritton divested Politico,
a specialized newspaper and Internet site that serves Congress,
congressional staffers, and others interested in the political
electoral process.  The Allbritton family indirectly controls the
company, and its annual revenue is approximately $200 million.


AMERICAN INT'L: Narrows FY2009 Net Loss to $12.3 Billion
--------------------------------------------------------
American International Group Inc. on Friday said net loss for the
year ended December 31, 2009, narrowed to $12.313 billion from a
net loss of $100.387 billion for 2008.  AIG said total revenues
were $96.004 billion for 2009, from $6.896 billion in 2008.

In a news release, AIG said net loss attributable to AIG common
shareholders was $8.9 billion for the fourth quarter of 2009, or
$65.51 per diluted common share, compared to a net loss of
$61.7 billion or $458.99 per diluted share in the fourth quarter
of 2008.  Fourth quarter 2009 adjusted net loss was $7.2 billion,
compared to an adjusted net loss of $38.5 billion in the fourth
quarter of 2008.

AIG said the net loss in the quarter can be primarily attributed
to these items:

    * $6.2 billion ($4.0 billion after tax) of interest and
      amortization expense, including $5.2 billion ($3.4 billion
      after tax) of accelerated amortization expense on the
      prepaid commitment asset resulting from the $25 billion
      reduction in the balance outstanding and the maximum credit
      available under the Federal Reserve Bank of New York (FRBNY)
      Credit Facility;

    * a $2.8 billion ($1.5 billion after tax) loss recognized on
      the pending sale of Nan Shan Life Insurance Company, Limited
      (Nan Shan);

    * loss reserve strengthening of $2.3 billion ($1.5 billion
      after tax) in Commercial Insurance; and,

    * a valuation allowance charge of $2.7 billion for tax
      benefits not presently recognizable.

AIG President and Chief Executive Officer Robert H. Benmosche
said, "Our team made great progress during the year in executing
our strategic restructuring plan, by stabilizing and strengthening
AIG's insurance businesses, reducing AIG Financial Products Corp.
(AIGFP) exposures, and positioning certain businesses for sale. I
am delighted that several seasoned, well-respected, financial
services executives, including Peter Hancock, Tom Russo, Michael
Cowan and Sandra Kapell, have joined the AIG team and enhanced our
prospects for rebuilding this great company.

"In the fourth quarter, we took significant strides toward the
dispositions of American International Assurance Company, Ltd.
(AIA) and American Life Insurance Company (ALICO); and through the
creation of two special purpose vehicles (SPVs) that now own these
two companies, we reduced our debt to the FRBNY Credit Facility by
$25 billion in exchange for FRBNY ownership of preferred interests
in the SPVs.

"As a result of reducing our debt to the FRBNY, during the fourth
quarter we incurred certain losses associated with this debt
reduction.  Back in September of 2008, in exchange for $85 billion
in support, AIG turned over a 79.9% ownership stake in the company
to a trust established for the sole benefit of the U.S. Treasury.
This ownership stake in effect represented a 'pre-paid commitment'
fee that AIG valued at $23 billion as an asset on its balance
sheet, which we are amortizing over the life of the FRBNY Credit
Facility, accelerated for mandatory prepayments.  In the fourth
quarter of 2009, we accelerated the amortization of $5.2 billion
pre-tax of this asset in connection with reducing the amount we
could borrow from the FRBNY by $25 billion.  This is the second
time we have reduced the amount we could borrow. Last year, we
reduced the original $85 billion commitment to $60 billion when
the terms of the FRBNY Credit Facility were amended and recorded a
similar accelerated amortization amount of $6.6 billion.

"Importantly, in the fourth quarter, AIG strengthened its General
Insurance worldwide loss reserves by $2.3 billion, or $1.5 billion
after tax, based on AIG's year end internal actuarial analyses.
AIG considered the results of its third party actuary's analysis
in reaching its judgment.  This reserve strengthening represents
roughly 3.6 percent of Chartis' carried reserves at December 31,
2009.

"At our Domestic Life Insurance & Retirement Services companies,
recently rebranded as the SunAmerica Financial Group, we have made
notable progress in re-establishing relationships and
reinvigorating sales distributions.  We are very proud that
Western National, one of the first insurance companies to develop
fixed annuity products specifically for sale through banks,
successfully regained its number one position in that market in
the third quarter of 2009.

"We continue to address the funding needs and are exploring
strategic restructuring opportunities for International Lease
Finance Corporation (ILFC), and American General Finance, Inc.
(AGF).

"Lastly, we are increasingly confident in how we see the mix of
AIG's businesses over the long term.  We are taking the right
steps to regain our stature as one of the most respected and
diverse property-casualty operations in the world, with a strong
U.S. life and annuity operation and several other businesses that
will enhance our nucleus, help us to meet our goal of repaying
taxpayers and provide value to the communities where we operate,"
Mr. Benmosche concluded.

AIG said at December 31, 2009, total assets at the parent level
were $173.473 billion against total liabilities of
$103.649 billion.

AIG continues to make progress on its strategic restructuring
plan.  During 2009 and through February 17, 2010, AIG entered into
agreements to sell or completed the sales of operations and
assets, excluding AIGFP assets, that are expected to generate a
total of approximately $5.6 billion of aggregate net cash proceeds
that will be available to repay outstanding borrowings and will
reduce the maximum lending commitment under the FRBNY Credit
Facility upon closing.  AIG continues to engage in productive
discussions with third parties with respect to a number of other
transactions.

As of February 17, 2010, AIG had outstanding net borrowings under
the FRBNY Credit Facility of $21 billion, plus accrued interest
and fees of $5.5 billion.  Available capacity totaled $14 billion.
Net borrowings under the FRBNY Credit Facility increased by
approximately $3.1 billion since year-end, primarily to repay
$3.5 billion of commercial paper outstanding under the FRBNY
Commercial Paper Funding Facility (CPFF). As of February 17, 2010,
AIG's total balance outstanding under the CPFF was $1.2 billion.
Separately, Nightingale Finance LLC, a structured investment
vehicle sponsored by AIGFP but not consolidated by AIG,
participated in the CPFF with a balance of $1.1 billion at that
date.

As of February 17, 2010, the remaining available amount under the
Department of the Treasury Commitment was $22.3 billion.

A full-text copy of AIG's annual report on Form 10-K is available
at no charge at http://ResearchArchives.com/t/s?555c

A full-text copy of AIG's earnings release is available at no
charge at http://ResearchArchives.com/t/s?555d

                            About AIG

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

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

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


AMERICAN INT'L: Close to Selling AIA to Prudential for $35.5BB
--------------------------------------------------------------
The Wall Street Journal's Jeffrey McCracken, Dana Cimilluca and
Serena Ng report that AIG neared an agreement late Sunday to sell
American International Assurance Ltd., its crown-jewel Asian life-
insurance business, to British financial services firm Prudential
PLC for about $35.5 billion, people familiar with the situation
said.

The Journal says the government-controlled insurer's board
approved the sale of AIA and was close to signing the deal Sunday
night.  Sources told the Journal The Federal Reserve Bank of New
York and Treasury Department officials also signed off on the
deal.

The New York Times' Andrew Ross Sorkin and Michael J. de la Merced
report that people briefed on the matter told New York Times'
DealBook on Saturday, the deal could be worth more than $30
billion.  According to Messrs. Sorkin and de la Merced, sources
told NY Times that a deal for AIA could come as soon as the middle
of this week.  The sources did caution that talks are ongoing and
may not lead to a transaction.

NY Times notes that the Federal Reserve, which owns a stake in
AIA, is set to receive about $16 billion from any sale or spinoff
of the division.

AIG is eyeing an initial public offering of AIA in Hong Kong.
According to NY Times, analysts have said that the AIA IPO could
value the business at more than $20 billion.

Messrs. Sorkin and de la Merced relate that Prudential and other
firms had expressed interest in acquiring the unit last year, only
to be rebuffed because AIG was seeking a higher price.  According
to Messrs. Sorkin and de la Merced, people briefed on the matter
said Prudential's interest in buying AIA could prompt other
insurance firms and deep-pocketed investors like sovereign wealth
funds into making their own bids for the business.

NY Times says Edward Brewster, a spokesman for Prudential, and
Christina Pretto, a spokeswoman for AIG, declined to comment.

                            About AIG

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

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

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


AMES DEPARTMENT: Preference Doesn't Bar Admin. Claim Recovery
-------------------------------------------------------------
Denying certiorari, WestLaw reports, the United States Supreme
Court has let stand a decision in which the U.S. Court of Appeals
for the Second Circuit ruled, as a matter of apparent first
impression in the circuit, that 11 U.S.C. Sec. 502(d), the section
of the Bankruptcy Code barring allowance of certain claims filed
against the debtor's estate by alleged recipients of preferential
transfers, does not also bar allowance to such a claimant of
postpetition administrative expenses.  Accordingly, Sec. 502(d)
did not bar allowance of administrative expense claims until the
claimant's predecessor in interest satisfied a default judgment
that a Chapter 11 debtor obtained against it in a preference
action.

In their petition for a writ of certiorari, the debtors pointed
out that the Second Circuit's holding directly conflicted with the
Eighth Circuit's decision in In re Colonial Services Co., 480 F.2d
747 (8th Cir. 1973), which held that Sec. 502(d)'s predecessor
provision in the Bankruptcy Act of 1898 applied to administrative
expense claims.  In addition, the petition asserted, the decision
below overrode the plain meaning of the statute without any
contention that the plain meaning led to an absurd result.
Finally, the petition stated, the Second Circuit's holding created
the absurdity that the debtors had to pay administrative expense
claims of $393,000, even when the original administrative claimant
owed the debtors $825,000 in preference payments and was itself in
bankruptcy and likely unable to pay.  Ames Dept. Stores, Inc. v.
ASM Capital, L.P., --- S.Ct. ----, 2010 WL 596884, 78 USLW 3375
(U.S.).

The Second Circuit's ruling in In re Ames Dept. Stores, Inc., 582
F.3d 422 (2d Cir. 2009), was covered in the Sept. 24, 2009,
edition of the Troubled Company Reporter.

Rocky Hill, Connecticut-based Ames Department Stores was founded
in 1958.  At its peak, Ames operated 700 stores in 20 states,
including the Northeast, Upper South, Midwest and the District of
Columbia.  In April 1990, Ames filed for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code.  In Ames I, the
retailer closed 370 stores and emerged from chapter 11 on
December 30, 1992.

Ames filed a second bankrupty petition under Chapter 11 on
August 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Togut, Segal
& Segal LLP; Weil, Gotshal & Manges; Storch Amini Munves PC;,
Cadwalader, Wickersham & Taft LLP;, and Dewey & LeBoeuf LLP
represent the Debtors.  When the Company filed for protection
from their creditors, they reported $1,901,573,000 in assets
and $1,558,410,000 in liabilities.  The company closed all of
its department stores in 2002.

Ames and its affiliates filed a consolidated Chapter 11 Plan, and
a related Disclosure Statement explaining the Plan with the Court
on December 6, 2004.  A full-text copy of Ames' Chapter 11 Plan
is available at no charge at:

        http://bankrupt.com/misc/ames_chapter_11_plan.pdf

and a full-text copy of Ames' Disclosure Statement is available
at no charge at:

     http://bankrupt.com/misc/ames'_disclosure_statement.pdf

As previously reported in the Troubled Company Reporter, Ames
had until October 29, 2009, to solicit acceptances of
that Plan.  At press time, the status of the plan or whether
it was confirmed is unknown.


ASARCO LLC: New Mexico Receives $3.6 Mil. for Cleanups
------------------------------------------------------
In a statement dated January 22, 2010, the state of New Mexico
disclosed that it received $3.6 million in bankruptcy settlements
of environmental contamination by ASARCO LLC within the state for
sites related to the company's mining business.

The state, through the Office of Natural Resources Trustee, the
Environment Department and Energy, Minerals and Natural Resources
Department, filed claims for environmental damage done by ASARCO
within the state.  New Mexico's participation in the bankruptcy
was led by attorneys in the office of Attorney General Gary King.

"I commend the collaboration of the state agencies that took part
in the successful resolution of this claim for New Mexicans,"
Governor Bill Richardson said.  "Now we can look forward to
restoring the natural resources of the state."

"We are gratified that our state will be compensated to some
degree for pollution originating from the former Asarco
facilities," said New Mexico Environment Department Secretary Ron
Curry.  "New Mexico fought for this settlement -- as well as to
keep the El Paso Asarco facility closed permanently -- to undo
some of the damage created by the company's air and soil
pollution."

Attorneys, who led the settlement in the Office of the State
attorney General, stated, "This has been a long process, and we
are pleased that our four year effort has resulted in significant
funding to benefit New Mexico's environment and resources.  We
are also hopeful that the cleanup and restoration activities will
provide a boost to the economies of the towns and rural areas in
which the various sites are located."

Approximately $1.12 million was awarded to the New Mexico Office
of Natural Resources Trustee for settlement of natural resource
damage claims at five sites: the Blackhawk Mine in Grant County,
the Deming Mill in Luna County, the Magdalena Mine in Socorro
County, and the El Paso Metal Site and the Stephenson-Bennett
Mine in Dona Ana County.  The Office of Natural Resources Trustee
will prepare a restoration plan to identify restoration
activities to be financed.  The Trustee will announce the
availability of the draft restoration plan so that the public
will have an opportunity to comment on restoration actions prior
to final selection.

"The bankruptcy settlement, along with remedial actions taken
during the bankruptcy, bring us closer to assuring that the
protections under the New Mexico Mining Act will be met for the
Deming Mill," stated Bill Brancard, Mining and Minerals Division
Director for the Energy, Minerals and Natural Resources
Department.

In addition to funds received for restoration of natural
resources, $290,000 was received for cleanup of the Blackhawk
Mine in Grant County and the Stephenson-Bennett Mine in Dona Ana
County.  The Blackhawk Mine Site consists of approximately 50
acres of former tailings impoundments and remnants of a former
mill.

The Stephenson-Bennett Mine Site, which includes underground
workings and a former quarry, has soil in residential areas
contaminated with arsenic and lead.

Another $2.19 million has been transferred into a bankruptcy
custodial trust for the Magdalena Mine Site, which is located in
Hop Canyon west of Socorro and the Deming Mill, which is located
in Luna County.  The Magdalena site consists of an 18 acre capped
tailings impoundment and various abandoned structures for
remediation.  The Deming Mill includes a former lead and zinc
mill and several capped tailings impoundments.

In total, ASARCO is paying $1.79 billion to settle environmental
claims in 19 states, including Arizona, Alabama, Arkansas,
California, Colorado, Idaho, Illinois, Indiana, Kansas, Missouri,
Montana, Nebraska, New Jersey, Ohio, Oklahoma, Texas, Utah, and
Washington, in addition to New Mexico.

ASARCO operated copper, lead and other heavy metal mines and
smelters across the country, including a smelter in El Paso.  The
company announced in February that the smelter would not reopen.
Prior to that announcement, the State of New Mexico voiced
opposition to the reopening of that facility.  ASARCO continues
to operate three copper mines in Arizona and a refinery in
Amarillo, Texas.

                         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: Parties File Claims for Substantial Contribution
------------------------------------------------------------
Several parties ask the Court to allow their administrative
expense claim for their substantial contribution to the
bankruptcy cases pursuant to Section 503(b) of the Bankruptcy
Code:

  Claimants                                    Claim Amount
  ---------                                    ------------
  Harbinger Capital Partners Master              $6,000,000
  Fund I, Ltd., Harbinger Capital
  Partners Special Situations Fund, LP
  and Citigroup Global Markets, Inc.

  United States of America, on behalf of          3,733,000
  the United States Environmental
  Protection Agency and other federal
  environmental claimants

  State of Montana Department of Justice          1,617,734
  and the Department of Environmental
  Quality

  Texas Attorney General's Office, counsel          873,200
  to the Texas Commission on Environmental
  Quality

  The Baupost Group                                 890,435

  Elliott Management                                489,483

  State of Arizona and the Arizona                  167,612
  Department of Environmental Quality

  State of Washington, Office of the                113,677
  Attorney General (Washington)

A creditor who makes a substantial contribution in a case under
Chapter 11 of the Bankruptcy Code will be allowed administrative
expenses, which may include reasonable compensation for attorneys
as well as expenses under Section 503(b).  The Creditors contend
that they made substantial contributions to the success of the
Debtors' bankruptcy cases, including their participation in the
Plan process, sale process and environmental settlement.

Over the four year pendency of the Debtors' cases, the
environmental regulatory authorities, including the United States
Environmental Protection Agency, other federal agencies, and the
environmental agencies for 19 states, operated as a de facto
committee, Hal F. Morris, Esq., Assistant Attorney General for
Texas, relates.  In so operating and by working collectively, the
environmental regulatory authorities significantly eased the
burden, financial and otherwise, that the Debtors faced in
dealing with their extensive environmental liabilities, he
maintains.  He adds that ultimately, the efforts of the
environmental regulatory authorities in working cooperatively
with the Debtors benefited all creditors of the bankruptcy estate
and contributed to the confirmation of a plan that paid all
creditors in full.

The Creditors, hence, ask the Court to allow their administrative
claims.

                         About ASARCO LLC

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

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

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

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


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

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

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

                        Union Responds

The United Steel, Paper and Forestry, Rubber, Manufacturing,
Energy, Allied Industrial and Service Workers International Union
filed a limited response to the Plan Administrator's objection to
and request for disallowance of the Union's Claim No. 10531.

The Plan Administrator's Claim Objection suggests that all
obligations under the collective bargaining agreement approved by
the Court have been assumed by ASARCO LLC as the Reorganized
Debtor under the Parent's Confirmed Plan of Reorganization and
that the USW and retirees involved in the Court-approved Retiree
Health Care Litigation Settlement retain rights to challenge
potential future actions by ASARCO, Patrick M. Flynn, Esq., in
Houston, Texas, tells Judge Schmidt.

The assumption of the New CBA must be complete for the debtor to
be relieved of all liabilities, Mr. Flynn contends citing NLRB v.
Bildisco & Bildisco, 465 U.S. 513, 531-32.  He asserts that the
USW opposes the Claim Objection unless the order granting that
objection specifically confirms that ASARCO as the Reorganized
Debtor has assumed all obligations under the New CBA and that the
USW and other relevant parties retain all potential rights
against ASARCO reserved under the Retiree Benefits Settlement.

Mr. Flynn further contends that any order granting the Claim
Objection must contain these languages:

  (a) "To the extent there are any unpaid amounts due under the
      New CBA, including any grievance claims by the Union or
      Union members under the New CBA and any claims related to
      any of Reorganized ASARCO's Employee Benefit Plans,
      workers' compensation benefits, or Pension Plans, Asarco
      LLC as the Reorganized Debtor has agreed to pay those
      UNPAID CLAIMS in the ordinary course of its business (to
      the extent they result in monetary relief), even if such
      liability or obligation relates to Claims incurred
      (whether or not reported or paid) prior to the Effective
      Date"; and

  (b) "As provided in the Retiree Healthcare Litigation
      Settlement, to the extent Asarco LLC as the Reorganized
      Debtor modifies or terminates retiree benefits after the
      expiration of the collective bargaining agreement," which
      will occur on June 30, 2010 absent an extension or
      renewal, the parties to the Retiree Settlement Agreement
      will have the right to challenge the modification or
      termination and retain all legal arguments that they
      asserted or could have asserted in the litigation."

                       Parties Stipulate

Subsequently, in a Court-approved stipulation, the parties agree
that the Plan Administrator's objection is sustained and the USW
Claim is disallowed and extinguished in its entirety.

To the extent there are any unpaid amounts due under the New CBA,
including in respect of (i) grievances by the Union or Union
members under the New CBA, (ii) Reorganized ASARCO's Employee
Benefit Plans, (iii) workers' compensation benefits, or (iv)
Pension Plans, Reorganized ASARCO has agreed to pay those Unpaid
Amounts in the ordinary course of business to the extent they
result in monetary relief, if due, even if the liability or
obligation relates to Unpaid Amounts incurred whether or not
reported or paid prior to the Effective Date.

                         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: Texas Custodial Trust Wants Clarification on Deal
-------------------------------------------------------------
Project Navigator Ltd., as Custodial Trustee of the Texas
Custodial Trust, asks the Court to clarify the Consent Decree and
Settlement Agreement entered into by the United States of
America, the state of Texas, the Texas Commission on
Environmental Quality, and ASARCO LLC on March 19, 2009.

The Consent Decree governs the creation of the Texas Custodial
Trust, which took title to two Texas properties owned by ASARCO,
commonly known as the El Paso smelting facility and the Amarillo
smelting facility on December 9, 2009.  The purpose of the
transfer of the Properties to the Texas Custodial Trust is to
divest ASARCO of ownership of the Properties, to ensure the
environmental remediation of those sites by the Trustee, and to
eventually sell the Properties to help pay for the costs
associated with the environmental remediation and sale of the
Properties.

The Deed without Warranty, which purports to transfer title to he
subject Properties from ASARCO to the Texas Custodial Trust,
provides no warranty, either general or special, of title to the
Properties, Mary W. Koks, Esq., at Munsch Hardt Kopf & Harr,
P.C., in Houston, Texas, tells Judge Schmidt.  She reveals that
ASARCO was unwilling to enter into any deed that contains any
form of a warranty whatsoever, thus, the form of Deed without
Warranty that was used to convey the Properties is nothing more
than a quit claim deed.  She notes that most title companies will
not insure title that has a quit claim deed in the chain of
title.

A concern has arisen by the Custodial Trustee regarding the
ability of a future purchaser of the Properties to obtain title
insurance with a quit claim deed in the chain of title, Ms. Koks
points out.  To date, the Custodial Trustee has found only one
title company willing to issue a title policy based on the form
of Deed without Warranty.  Despite this one title company, Ms.
Koks contends that there is no guaranty that the same title
company, or a different title company, will be willing to insure
title to a new purchaser in the future when the Properties are
sold by the Custodial Trustee.

The inability of a subsequent purchaser to be able to acquire
title insurance on the Properties could result in the failure of
the Custodial Trustee to effectuate a sale, or at the very least,
to obtain full value for the Properties, Ms. Koks argues.  She
points out that the funds to be received from the sale of the
Properties are to supplement the current Custodial Trust funds to
conduct the environmental remediation efforts and sale of the
Properties, which is in the best interest of all parties.

Ms. Koks clarifies that nothing in the Custodial Trustee's
request seeks to change the Deed provided by ASARCO to the
Custodial Trustee.  The request, she explains, only seeks to
clarify that the any claims or other ownership interests claimed
by third parties were extinguished by the bankruptcy and that all
the Debtors' interests in the Properties were transferred to the
Trustee.

Accordingly, the Custodial Trustee seeks an order from the Court
to clarify the approval of the transfer of the Properties in the
Consent Decree and Settlement Agreement by finding that:

  (a) ASARCO was the current and sole record owner vested with
      fee simple title to the Properties at the time the
      Properties were conveyed to the Texas Custodial Trust
      pursuant to the Deed without Warranty;

  (b) any legal or equitable interests in and to the Properties
      that can, could, or may have been claimed by any other
      party as well as any and all other liens, claims, or
      encumbrances to title that may have existed whether or not
      listed of record in the real property records of the
      county in which the Properties are located or with the
      state of Texas, have been extinguished by their failure to
      have asserted those claims in the Chapter 11 bankruptcy
      proceeding affecting the Properties; and

  (c) the Consent Decree and Settlement Agreement, together with
      the sought order, approves the conveyance fee simple title
      to the Properties to the Texas Custodial Trustee, free and
      clear of any and all liens, claims, or encumbrances.

                         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)


AVIS BUDGET: Bank Debt Trades at 1% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Avis Budget Car
Rental LLC is a borrower traded in the secondary market at 98.70
cents-on-the-dollar during the week ended Friday, Feb. 26, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.09
percentage points from the previous week, The Journal relates.
The Company pays 125 basis points above LIBOR to borrow under the
facility.  The bank loan matures on April 1, 2012, and carries
Moody's Ba3 rating and Standard & Poor's B+ rating.  The debt is
one of the biggest gainers and losers among 188 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

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

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


BEAR ISLAND: Weak Dollar, Poor Newsprint Demand Cue Bankruptcy
--------------------------------------------------------------
Bear Island Paper Company, L.L.C., filed a voluntary petition for
relief under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the Eastern District of
Virginia on February 24, 2010.

The company's parent, White Birch Paper Company, filed for
bankruptcy protection under Canada's Companies' Creditors
Arrangement Act, before the Superior Court for the Province of
Quebec, Commercial Division, Judicial District of Montreal,
Canada.  White Birch and five other affiliates -- F.F. Soucy
Limited Partnership; F.F. Soucy, Inc. & Partners, Limited
Partnership; Papier Masson Ltee; Stadacona Limited Partnership;
and Stadacona General Partner, Inc. -- also sought bankruptcy
protection under Chapter 15 of the U.S. Bankruptcy Code.

White Birch blamed its woes on (a) the overall decline in the
world economy and its impact on demand for, and price and
inventories of, newsprint; (b) the fundamental decline in demand
for newsprint as consumers establish greater reliance on
electronic alternatives; (c) the increased strength of the
Canadian dollar and corresponding weakness of the U.S. dollar; (d)
the group's significant debt service obligations; and (e) the
detrimental effect of low floating interest rates on the group's
position in certain major interest rate swap transactions.

On September 30, 2009, White Birch did not make certain payments
pursuant to its First and Second Lien Term Loan both arranged by
Credit Suisse First Boston and Credit Suisse First Boston Toronto
Branch; and its Swap Agreements arranged by TD Securities (USA)
LLC, including: (a) an interest payment of $3.7 million under the
First Lien Term Loan Agreement; (b) an interest payment of
$1.4 million under the Second Lien Term Loan Agreement; and
(c) accelerated payments of $51.5 million under the Swap
Agreements.

White Birch entered into separate forbearance agreements with its
lenders, except the lenders under the Second Lien Term Loan
Agreement.  The latest forbearance periods expired February 26,
2010.

With respect to Second Lien lenders, the company failed to secure
forbearance.  Notwithstanding, the Second Lien lenders were
subject to a 180-day standstill pursuant to a 2007 Intercreditor
Agreement, and were precluded from exercising their rights or
remedies through and including the end of March 2010.

During the forbearance periods, White Birch participated in arm's-
length and good faith negotiations to reach an out-of-court
arrangement with certain of its stakeholders.  Unfortunately, no
out-of-court restructuring could be reached.

                      Foreign Main Proceeding

On the Chapter 15 petition date, White Birch filed a motion asking
the Bankruptcy Court to recognize its Canadian Proceeding as a
"foreign main proceeding" under Section 1515 of the Bankruptcy
Code.  White Birch said its needs the U.S. Court's recognition and
enforcement in the United States of an order granted by the
Canadian Court that, among other things, grants a stay of all
proceedings against the Company and their assets, including assets
located in the United States.

White Birch said the Debtors are exposed to harmful creditor or
other actions, which could impact the Company's operations and
jeopardize the restructuring.

                         About White Birch

White Birch is the second-largest newsprint producer in North
America.  As of December 31, 2009, the WB Group held a 12% share
of the North American newsprint market and employed roughly 1,300
individuals (the majority of which reside in Canada).
Additionally, for the 12 months ended December 31, 2009, the WB
Group maintained an annual production capacity of roughly
1.3 million metric tons of newsprint and directory paper, up to
50% of which consists of recycled content, and achieved net sales
of roughly $667 million.

Bear Island's assets are almost exclusively located in the U.S.

Jonathan L. Hauser, Esq., at Troutman Sanders LLP, in Virginia
Beach, Virginia; and Richard M. Cieri, Esq., Christopher J.
Marcus, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, serve as counsel to White Birch, as Foreign
Representative.  Kirkland & Ellis and Troutman Sanders also serve
as Chapter 11 counsel to Bear Island.  AlixPartnes LLP serves as
financial/restructuring advisor to Bear Island, and Lazard Freres
& Co., serves as investment banker.  Chief Judge Douglas O. Tice,
Jr., handles the Chapter 11 and Chapter 15 cases.


BH S&B: Creditors Appeal Fight with Owners
------------------------------------------
Law360 reports that the unsecured creditors of BH S&B Holdings
LLC, which purchased the Steve & Barry's clothing store chain out
of bankruptcy in August 2008, took their case to district court
Friday, after a bankruptcy court rejected their argument that the
hedge fund conglomerates that owned BH S&B ran the retailer into
the ground.

BH S&B Holdings LLC filed for bankruptcy protection together with
seven other affiliates on Nov. 19, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-14604).  The seven debtor-affiliates are BH S&B
Distribution LLC, BH S&B Lico LLC, BH S&B Retail LLC, BHY S&B
Intermediate Holdco LLC, Cubicle Licensing LLC, Fashion Plate
Licensing LLC, and Heritage Licensing LLC.

BH S&B was formed by investment firms Bay Harbour Management and
York Capital Management in August 2008 to acquire the business
operations and assets of bankrupt retailer Steve & Barry's for
$163 million in August 2008.  Steve and Barry's, based in Port
Washington, New York, was a specialty retailer of apparel and
accessories, selling, among other things, university apparel and
lifestyle brands, private-label casual clothing, and exclusive
celebrity endorsed apparel.

Steve & Barry's had 240 locations when it was bought and the new
owners had planned to cut that down to 173 stores.  BH S&B had
intended to operate certain Steve & Barry's stores as going
concerns and to liquidate inventory at other locations.  Since the
sale closing, however, for various reasons, including the general
health of the American economy and the state of the retail market
in particular, sales at all stores have been disappointing, and BH
S&B's revenue has suffered.  As a result, BH S&B was not in
compliance with certain covenants under their senior secured
credit facility and had no prospects for continued financing of
their business as a going concern.  In consultation with its
lenders, BH S&B decided the appropriate course of action to
maximize value for the benefit of all of its stakeholders was an
orderly liquidation in Chapter 11.

Bay Harbour Management is an SEC registered investment advisor
with significant experience in purchasing distressed companies
and effectuating their turnaround.  The firm's holdings have
included the retailer Barneys New York, the facilities based CLEC
Telcove, and the former Aladdin Casino, now operating on the Las
Vegas strip as the Planet Hollywood Resort and Casino following
its rebranding and turnaround.

York Capital Management is an SEC registered investment advisor
with offices in New York, London, and Hong Kong with more than
$15 billion in assets under management.  York Capital was founded
in 1991 and specializes in value oriented and event driven equity
and credit investments.

BH S&B is 100% owned by BHY S&B Intermediate Holdco LLC.

BH S&B and its affiliates' chapter 11 cases are presided over by
the Honorable Martin Glenn.  Joel H. Levitin, Esq., and Richard A.
Stieglitz, Jr., Esq., at Cahill Gordon & Reindel LLP, in New York,
serve as bankruptcy counsel to BH S&B and its affiliates.  RAS
Management Advisors LLC acts as restructuring advisors, and
Kurtzman Carson Consultants LLC as claims and notice agent.

                      About Steve & Barry's

Steve & Barry's LLC, and 63 affiliates filed separate voluntary
petitions under Chapter 11 on July 9, 2008 (Bankr. S.D. N.Y. Lead
Case No. 08-12579).  Lori R. Fife, Esq., and Shai Waisman, Esq.,
at Weil, Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Pursuant to the Purchase Agreement, the
Court authorized 51 entities to change their corporate names.
Lead Debtor Steve & Barry's Manhattan LLC (Case No. 08-12579) was
changed to Stone Barn Manhattan LLC.  Parent company Steve &
Barry's LLC (Case No. 08-12615) is now known as Steel Bolt LLC.
When Steve & Barry's LLC and its affiliates filed for bankruptcy,
they listed $693,492,000 in total assets and $638,086,000 in total
debts.


BIRCH COMMUNICATIONS: S&P Withdraws 'B-' Corporate Credit Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B-'
corporate credit rating on Atlanta-based competitive local
exchange carrier Birch Communications Inc. as well as the 'CCC+'
issue-level rating on its $100 million senior secured notes due
2015 at the company's request as the issue was not sold.


BUCKEYE TECHNOLOGIES: S&P Puts BB- Rating on CreditWatch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB-' corporate credit rating, on Buckeye Technologies Inc. on
CreditWatch with positive implications.

"The CreditWatch placement acknowledges Buckeye's recently
improved financial risk profile following the significant
reduction in debt, and S&P's expectation that recovering economic
conditions will lead to higher profitability and continued debt
reduction in the next several quarters," said Standard & Poor's
credit analyst Andy Sookram.  Operating margins declined slightly
to 15.5% for the 12 months ended Dec. 31, 2009, from 16% for the
same period a year ago, reflecting lower demand and selling prices
due to the recessionary environment.  However, Buckeye continued
to generate good levels of free cash flow due to a reduction in
capital spending; its significant sales into non-discretionary
markets such as food casings, diapers, wipes, and cigarette
filters; and lower input costs.  For the 12 months ended Dec. 31,
2009, free cash flow, which excludes about $55 million received
from alternative fuel tax credits, increased to approximately
$60 million from $10 million for the comparable 12-month period in
2008.

Buckeye used its free cash flow and funds received from AFTC to
reduce debt to about $315 million at Dec. 31, 2009, from
$420 million at Dec. 31, 2008.  As a result, total adjusted debt
to EBITDA declined to 2.9x from 3.2x over the same timeframe, and
FFO to adjusted debt increased to 30% from 21%.  Given S&P's
expectations that an improving economy will lead to higher selling
prices and volumes, S&P thinks operating margins will increase to
around 16% by Dec. 31, 2010.  In addition, S&P believes the
company will continue to use free cash flow to reduce debt, such
that total adjusted debt to EBITDA based on S&P's projections
could decline to around 2.5x, a level that would be in line with a
higher rating given the company's fair business risk profile.  S&P
also expects EBITDA coverage of interest expense to increase to
nearly 5x at Dec. 31, 2010, from 4x at Dec. 31, 2009, reflecting
the lower debt levels.

Based in Memphis, Tenn., Buckeye produces value-added specialty
fibers and nonwoven materials that are used in diverse end market
applications such as food casings, thickeners, tire cords, and
absorbent products.

In resolving S&P's CreditWatch listing, S&P will assess
management's near- and intermediate-term business and financial
strategies, including financial policies, growth objectives, and
plans for shareholder returns.  If a higher rating is the ultimate
outcome of its review, S&P believes it will likely be limited to
one notch.


BOCK FAMILY TRUST: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Bock Family Trust Dated December 9, 1999
        C/O Mr. Gregory Bock, Trustee
        707 Colleen Dr
        San Jose, CA 95123

Bankruptcy Case No.: 10-24302

Chapter 11 Petition Date: February 24, 2010

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: Ignascio G. Camarena, II, Esq.
                  600 W Santa Ana Blvd #108
                  Santa Ana, CA 92701
                  Tel: (714) 543-4225

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

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

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

The petition was signed by Gregory Bock, trustee of the Company.


BORA BORA: Automatic Stay Not Extended to Debtor's Principal
------------------------------------------------------------
WestLaw reports that no unusual circumstances existed, of a kind
sufficient to warrant issuance of an injunction to extend the
protections of the automatic stay to a corporate Chapter 11
debtor's principal and to prevent a creditor from suing the
principal on his guarantee of certain corporate debt. The debtor,
in seeking such relief, failed to explain why litigation on the
guarantee was so complex that it would distract the principal, or
how the debtor's business was so complicated that it needed the
principal's undivided personal attention to run smoothly.
Furthermore, it appeared that funding for the debtor's
reorganization would come from a third-party lender, not the
principal.  In re Bora Bora, Inc., --- B.R. ----, 2010 WL 282415
(Bankr. D. P.R.).

Bora Bora, Inc., sought Chapter 11 protection (Bankr. D. P.R. Case
No. 09-03693) on May 6, 2009, is represented by Carmen D. Conde
Torres, Esq., in San Juan, P.R., and estimated assets of less than
$50,000 and debts of more than $10 million at the time of the
filing.


BUCEPHALUS ALTERNATIVE: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Bucephalus Alternative Energy Group, LLC
        1221 Avenue of the Americas, 25th Floor
        New York, NY 10020

Bankruptcy Case No.: 10-10968

Chapter 11 Petition Date: February 24, 2010

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

Debtor's Counsel: Bruce Baldinger, Esq.
                  365 South Street
                  Morristown, NJ 07960
                  Tel: (908) 218-0060
                  Fax: (973) 270-0934
                  Email: bbaldinger@baldingerlaw.com

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

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

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

The petition was signed by Bhavesh Singh, partner of the Company.


CALIFORNIA COASTAL: Brightwater Homes Sales Facing Objection
------------------------------------------------------------
KeyBank National Association, in its capacity as Agent for the
prepetition lenders, has filed with the U.S. Bankruptcy Court for
the Central District of California an objection to California
Coastal Communities, Inc. et al.'s request to sell homes at its
Brightwater Project in southern California, free and clear of
lines, claims, encumbrances and other interests.

The Debtors are parties to 17 contracts for the construction and
sale of homes in the Brightwater Project.  The Debtors'
Brightwater Project is also subject to liens arising from the
Debtors' prepetition secured financing facilities.  The Debtors
are parties to a Senior Secured Revolving Credit Agreement, dated
as of Sept. 15, 2006, with KeyBank as agent and lender and other
lenders and a Senior Secured Term Loan Agreement, dated as of
Sept. 15, 2006, with the Agent and other lenders.

As reported by the TCR on November 25, 2009, the Court authorized,
on an interim basis, the Debtor to sell the home located at Trails
Home Lot 2.  The Court authorized, on an interim basis, the
Debtors to, among other things:

   -- continue to enter into contracts for the construction and
      sale of homes and to take actions to close the sale of homes
      through Dec. 9, 2009; provided, however, that, (i) the sales
      price of the homes will be at least 95% of the minimum sales
      price for the applicable home, and (ii) the purchasers of
      the Homes will be bona fide, non-insider retail purchasers
      acquiring the Homes for cash and for personal use only.

   -- continue with their prepetition Customer Programs through
      Dec. 9, 2009, including without limitation the ability to
      make non-material modifications to prepetition and
      postpetition contracts for the sale of homes to address
      market conditions or other negotiating changes, and to
      provide additional appropriate incentives consistent with
      ordinary business practices in the homebuilding industry.

On February 17, 2010, the Court allowed the Debtors to continue
entering into contracts for the construction and sale of the homes
and to take actions to close the sale of Homes through Feb. 24,
2010, provided that (i) the sales price of the Homes will be at
least 95% of the minimum sales price for the applicable Home as
set forth in the schedule of minimum sale prices provided by the
Debtors to the Agent, and (ii) the purchasers of the Homes will be
bona fide, non-insider retail purchasers acquiring the Homes for
cash and for personal use only.
The Debtors were authorized to continue with their prepetition
customer programs through the Outside Date, including the ability
to make non-material modifications to prepetition or postpetition
contracts for the sale of Homes to address market conditions or
other negotiating changes as may be necessary, and to provide
additional appropriate incentives consistent with ordinary
business practices in the homebuilding industry, provided however
that the incentives for each Home won't exceed the maximum amounts
for the Home set forth on a schedule provided by the Debtors to
the Agent.

KeyBank is represented by Kaye Scholer LLP.

                     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.


CALIFORNIA COASTAL: March 10 Hearing Set for Cash Collateral Use
----------------------------------------------------------------
The U.S. Bankruptcy court for the Central District of California
has set a hearing for March 10, 2010, at 10:00 a.m. on California
Coastal Communities, Inc., et al.'s request to continue using cash
collateral.

The Debtors are indebted to KeyBank National Association, as agent
and lender, and the lenders party thereto:

   -- in the maximum amount of $100,000,000 pursuant to the Senior
      Secured Revolving Credit Agreement as of Sept. 15, 2006; and

   -- in the maximum amount of $125,000,000 pursuant to the Senior
      Secured Term Credit Agreement as of Sept. 15, 2006.

The Debtors have access to cash collateral on an interim basis.

As adequate protection, the lenders are granted replacement liens
and cash payment of interest at the non-default rates and at the
times provided for in the prepetition credit agreements on the
prepetition indebtedness.  In addition, the Debtors will grant the
lenders replacement liens and superpriority administrative expense
claim in an amount equal to the amount of any collateral
diminution.  The prepetition agent's liens on and security
interests will be subordinate and subject only to carve-out of
$75,000.

                   About California Coastal

California Coastal Communities, Inc., 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.


CARSON RIVER COMMUNITY: Closed; Heritage Bank Assumes All Deposits
------------------------------------------------------------------
Carson River Community Bank, Carson City, Nevada, was closed
February 26 by the Nevada Department of Business and Industry,
Financial Institutions Division, which appointed the Federal
Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with Heritage Bank of Nevada, Reno, Nevada, to assume
all of the deposits of Carson River Community Bank.

The sole branch of Carson River Community Bank will reopen on
Monday as a branch of Heritage Bank of Nevada.  Depositors of
Carson River Community Bank will automatically become depositors
of Heritage Bank of Nevada.  Deposits will continue to be insured
by the FDIC, so there is no need for customers to change their
banking relationship to retain their deposit insurance coverage.
Customers should continue to use their former Carson River
Community Bank branch until they receive notice from Heritage Bank
of Nevada that it has completed systems changes to allow other
Heritage Bank of Nevada branches to process their accounts as
well.

As of December 31, 2009, Carson River Community Bank had
approximately $51.1 million in total assets and $50.0 million in
total deposits.  Heritage Bank of Nevada did not pay the FDIC a
premium to assume all of the deposits of Carson River Community
Bank.  In addition to assuming all of the deposits, Heritage Bank
of Nevada agreed to purchase approximately $38.0 million of the
failed bank's assets.  The FDIC will retain the remaining assets
for later disposition.

The FDIC and Heritage Bank of Nevada entered into a loss-share
transaction on $28.5 million of Carson River Community Bank's
assets. Heritage Bank of Nevada will share in the losses on the
asset pools covered under the loss-share agreement. The loss-share
transaction is projected to maximize returns on the assets covered
by keeping them in the private sector.  The transaction also is
expected to minimize disruptions for loan customers. For more
information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-894-6802.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/carsonriver.html

The FDIC estimates that the cost to the Deposit Insurance Fund
will be $7.9 million.  Heritage Bank of Nevada's acquisition of
all the deposits was the "least costly" resolution for the FDIC's
DIF compared to all alternatives. Carson River Community Bank is
the 21st FDIC-insured institution to fail in the nation this year,
and the first in Nevada.  The last FDIC-insured institution closed
in the state was Community Bank of Nevada, August 14, 2009.


CATALINA LIGHTING: Files for Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Catalina Lighting Inc. filed for Chapter 11 protection in Miami,
listing assets of $1 million to $10 million and debt of as much as
$50 million.

"The recession hit Catalina and other companies in the onsumer
lighting industry particularly hard," Catalina Chief Executive
Officer A. Corydon Meyer said, according to Bloomberg News.  "The
slowdown in building and remolding has had a very negative impact
on sales."

Catalina Lighting Inc. is a maker of residential lighting
products.  Catalina, based in Miami, distributes its products to
retailers including Wal-Mart, Lowes, OfficeMax, Sears, Staples
Kmart and Bed Bath and Beyond.

Catalina Lighting filed for Chapter 11 on Feb 25, 2010 (Bankr.
S.D. Fla. Case No. 10-14786).  Affiliate Catalin Industries also
sought protection.

Stephen P. Drobny, Esq., at Shutts & Bowen LLP, represents the
Debtor in its Chapter 11 effort.


CAVALIER TELEPHONE: Bank Debt Trades at 14% Off
-----------------------------------------------
Participations in a syndicated loan under which Cavalier Telephone
is a borrower traded in the secondary market at 85.60 cents-on-
the-dollar during the week ended Friday, Feb. 26, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.90 percentage
points from the previous week, The Journal relates.  The Company
pays 475 basis points above LIBOR to borrow under the facility.
The bank loan matures on Dec. 31, 2012, carries Moody's Caa2
rating and is not rated by Standard & Poor's.  The debt is one of
the biggest gainers and losers among 188 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Cavalier Telephone -- http://www.cavtel.com/-- is a Competitive
Local Exchange Carrier (CLEC) headquartered in Richmond Virginia
and operating in seven markets across five states and the District
of Columbia as a leading competitive service provider to both
business and residential customers.


CELESTICA INC: S&P Raises Corporate Credit Rating to 'BB'
---------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Toronto-based EMS provider Celestica
Inc. to 'BB' from 'BB-'.  At the same time, S&P removed all the
ratings from CreditWatch with positive implications where they
were placed Jan. 29, 2010, following the company's announcement
that it will exercise its option to redeem all of its
US$223.1 million 7.625% senior subordinated notes due 2013 from
existing cash balances.  The outlook is stable.

Given the one-notch upgrade to the corporate credit rating, S&P
has raised the issue-level rating on the still-outstanding 2013
notes to 'BB' from 'BB-'.  The recovery rating on the notes is
unchanged at '4', indicating that lenders expect an average (30%-
50%) recovery in the event of payment default.  S&P expects to
withdraw the ratings on these notes following their redemption on
or before March 31, 2010.

"S&P believes Celestica's credit quality should improve
meaningfully following the planned debt redemption, which will
leave the company with no public debt outstanding," said Standard
& Poor's credit analyst Madhav Hari.  "Given improved operating
efficiency, a more favorable revenue outlook, solid liquidity, and
more important, S&P's assumption that the company will adhere to
'moderate' financial policies in the near-to-medium term, S&P
believes a higher rating is appropriate," Mr. Hari added.

The ratings on Celestica reflect S&P's opinion of the company's
business risk profile, which S&P view as "fair," given what S&P
consider the highly competitive EMS industry; difficult market
conditions characterized by still-weak economic recovery as well
as a high degree of volatility in the communications and IT
infrastructure end-markets; the industry's low capacity
utilization, which could affect pricing; and its still-high
revenue and customer concentration relative to that of its peers.
These factors are partially offset, in Standard & Poor's opinion,
by Celestica's Tier-I position in the EMS sector; solid long-term
relationships with large customers; and an improved cost structure
that positions it favorably for a turnaround.  The ratings are
also supported by S&P's view that the company should be able to
sustain an "intermediate" financial risk profile in the near term
largely owing to its expectations that it will adhere to
"moderate" financial policies, and that it will maintain strong
liquidity for the ratings.

Celestica is the fourth-largest EMS provider in the world, with
revenues of about US$6.1 billion for the year ended Dec. 31, 2009.
The company offers a full range of supply-chain management
solutions for original equipment manufacturers.  Products and
services include the high-volume manufacture of complex printed
circuit-board assemblies and full-system assembly of final
products, product design, worldwide distribution, and after-sales
support.

The stable outlook reflects what Standard & Poor's views as
Celestica's improved operating efficiency, a more favorable demand
outlook, and significant financial flexibility that provides solid
support to the ratings.  Near-term ratings upside is currently
constrained by aggressive industry conditions and, to a lesser
extent, the company's weaker revenue and customer diversity
relative to Tier-1 EMS peers.  Celestica's lightly leveraged
balance sheet and good debt capacity provide a substantial degree
of downside protection.  Nevertheless, the adoption of a more
aggressive financial policy, including debt-financed acquisitions,
and leverage levels in excess of 3x, could lead us to consider
revising the outlook or even downgrading the company.


CENTRAL CROSSING: DIP Financing, Collateral Use Gets Interim OK
----------------------------------------------------------------
Central Crossing Business Park Building II, LLC obtained interim
authorization from the Hon. Novalyn L. Winfield of the U.S.
Bankruptcy Court for the District of New Jersey to access up to
the principal amount of $40,000 in postpetition secured financing
from Harry and Wendy Kantor and use Webster Bank, N.A.'s cash
collateral.

The DIP lenders have committed to provide up to $636,000 on a
final basis, and $40,000 on an interim basis.

Bruce Buechler, Esq., at Lowenstein Sandler PC, the attorney for
the Debtor, explains that the Debtor needs the money to fund
tenant improvements so that NetFlix, Inc., can take occupancy in
the Debtor's industrial building, East Building, and provide the
Debtor sufficient liquidity to pay it expenses including monthly
interest payments to Webster Bank, whom the Debtor owed
$13 million pursuant to a December 2006 prepetition loan
agreement.  The Debtor signed in January 2010 a lease with Netflix
under which Netflix agreed to lease 40,000 square feet of the East
Building.

The Debtor will grant Kantor a security interest and lien on all
assets of the Debtor, junior to allowed secured claim of Webster.

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

                http://ResearchArchives.com/t/s?5552

The Debtor will also use the Cash Collateral to provide additional
liquidity, pursuant to a budget.  A copy of the budget is
available for free at:

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

The Debtor will grant Webster a replacement lien for its use of
cash collateral.

Judge Winfield has set a final hearing for March 16, 2010, at
2:00 p.m. on the Debtor's request to obtain DIP financing and use
cash collateral.

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.


CHRYSLER LLC: New Chrysler Asks for More Time on Plant Ownership
----------------------------------------------------------------
Chrysler Group LLC has asked the Sterling Heights City Council for
additional time to negotiate the transfer of ownership of its
assembly plant, according to The Detroit News.

The City Council on January 19 gave Chrysler Group until February
2 to complete the agreement but it proved to be time consuming.
Consequently, Chrysler Group sought and received an extension of
the deadline.

Sterling Heights Mayor Richard Notte said the council will likely
agree to give the auto maker 30 more days to complete the transfer
of ownership of the plant assets from old Chrysler LLC to Chrysler
Group, The Detroit News reported.

City Manager Mark Vanderpool said Sterling Heights is hoping the
plant will be chosen to make the next-generation cars because
Chrysler is the community's largest taxpayer.  He said the auto
maker generates $2.6 million annually in tax revenue, and that the
plant and its 1,200 jobs also generate as much as $500 million in
spinoff benefits, according to the report.

The Sterling Heights plant was left behind with other discarded
assets in Chrysler LLC, which remains under bankruptcy protection.
The U.S. Bankruptcy Court for the Southern District of New York,
which oversees the bankruptcy case, supervises the disposition of
old assets.

The Sterling Heights plant makes the Chrysler Sebring and Dodge
Avenger.  Chrysler Group previously planned to shut down the plant
at the end of 2010 but reversed its decision after it decided to
produce upgraded versions of the Avenger and Sebring models
through 2012.

Chrysler Group was offered a tax break by the City Council if it
agrees to keep the plant open.

Doug Bernstein, Esq., a bankruptcy attorney with Plunkett Cooney,
said Chrysler could have saved a significant amount of money had
it included the Sterling Heights plant in its bankruptcy exit
plan, according to a report by Detroit Free Press.

                     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 Eyes Return of Alfa Romeo in N. America
------------------------------------------------------------------
Sergio Marchionne, chief executive of Chrysler Group LLC, has
indicated that the Alfa Romeo model may make a return to the North
American market, according to The Province.

"I'm a lot more confident now . . . that Alfa Romeo will
reconstitute a product offering that is acceptable globally, and
more in particular in the United States and Canada," The Province
quoted Mr. Marchionne as saying.  He added that there is "strong
likelihood" that the vehicle will be back within the next 24
months.

The Alfa Romeo Brand was last seen in North America in the mid-
1990s.

Mr. Marchionne further said that if the new Alfa Romeo 169 gets
built, it will be manufactured in Brampton, Ontario.  A decision
on the Alfa Romeo 169 is expected by the end of the year, The
Province 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)


CHRYSLER LLC: New Chrysler Halts Production at Two Plants
---------------------------------------------------------
Chrysler Group LLC has suspended production at its assembly plants
in Michigan and Illinois because of parts shortages, according to
Bloomberg News.

Production at the Michigan factory was suspended for two days
while the auto maker awaits a supply of parts affected by
inclement weather, according to Chrysler spokeswoman Jodi Tinson.

Chrysler Group also temporarily idled its output at the Illinois
plant, with work to resume on February 19, Ms. Tinson said.  She
did not disclose what caused the shortage and did not name the
supplier or the part.

"We don't expect any loss of production.  We'll find ways to make
it up as we go," Bloomberg News quoted Ms. Tinson as saying.

This was not the first time Chrysler Group had to suspend its
production because of issues with suppliers.

In October 2009, Chrysler Group had to suspend production of its
Jeep Wrangler in Toledo for one week because of an undisclosed
part problem.  Last month, the auto maker halted production at its
plant in Ontario for almost a week also because of a part problem,
The Wall Street Journal reported.

Chrysler Group Chief Executive Sergio Marchionne met with
suppliers last year to repair relations that were strained after
the auto maker closed its plants for more than two months and
after it won court approval to delay or reduce payment for parts
received, according to the report.

In Illinois, some area suppliers were forced to lay off employees
after Chrysler Group closed its plant last year. Some of the
suppliers had had difficulty meeting demand since the plants
reopened, according to another report by FOXBusiness.

"We are cleaning up (our relationships).  We have had to make some
payments as part of the process and we are trying to resolve some
issues that have been out there for years," Mr. Marchionne told
the Journal in an interview in January.  He added that he plans to
be direct with the supply base in the future.

                     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 to Sell Fiat 500 in Canada by Dec.
-------------------------------------------------------------
Chrysler will begin selling the subcompact Fiat 500 in Canada by
December, hoping the smaller but more fuel-efficient vehicles
would allow it to compete more effectively, according to a report
by The Canadian Press.

The vehicle will be the first Fiat model to be sold at Chrysler
dealerships since the Italy-based Fiat S.p.A. and the auto maker
partnered up last year.

Reid Bigland, president and chief executive of Chrysler Canada,
said the vehicle allows Chrysler to fill an important gap in its
vehicle lineup.  He said he can foresee the Fiat 500 becoming an
immediate competitor to the Toyota Yaris and the Honda Fit when it
arrives, according to the report.

"What Fiat brings is significant strength in the small and
compact-vehicle segments and the small and compact-vehicle
technologies.  So the Fiat 500 lands squarely in the Canadian
market wheelhouse," the Canadian Press quoted Mr. Bigland as
saying.

Mr. Bigland said Chrysler does not have plans to introduce other
Fiat cars to North America but Fiat's engine technology will find
its way into Chrysler products as early as this spring, according
to the report.

Chrysler took the No. 2 sales spot in Canada last month but sales
of its vehicles fell 39% during January compared with the same
month in 2009, according to a February 16 report by The Province.

Dennis DesRosiers, president of DesRosiers Automotive Consultants,
said Chrysler has a weak product lineup right now.  "Sixty percent
of the market is [compact and subcompact] cars and they're weak in
that segment," The Province quoted him as saying.

                     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)


CINRAM INTL: Bank Debt Trades at 23% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Cinram
International, Inc., is a borrower traded in the secondary market
at 77.05 cents-on-the-dollar during the week ended Friday,
Feb. 26, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 1.88 percentage points from the previous week, The
Journal relates.  The Company pays 175 basis points above LIBOR to
borrow under the facility.  The bank loan matures on April 26,
2011, and carries Moody's B3 rating and Standard & Poor's B-
rating.  The debt is one of the biggest gainers and losers among
188 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

As reported by the Troubled Company Reporter on Feb. 3, 2010,
Standard & Poor's lowered its ratings on Scarborough, Ontario-
based Cinram International, Inc., including the long-term
corporate credit rating to 'B-' from 'B'.  At the same time, S&P
placed all the ratings on CreditWatch with negative implications.
"The rating actions follow the announcement that Cinram received
notice that Warner Home Video, Inc., has exercised its option to
terminate its service agreements with Cinram on July 31, 2010,"
said Standard & Poor's credit analyst Lori Harris.  Warner Home
Video (WHV; not rated) is a subsidiary of Time Warner, Inc.
(BBB/Stable/A-2).

On Feb. 5, 2010, the TCR said Moody's downgraded Cinram
International, Inc.'s corporate family and probability of default
ratings to Caa1 and Caa2 (previously B3 and Caa1).  Individual
debt instruments were also downgraded by one notch.  The rating
actions stem directly from Cinram's announcement that "it has
received written notice from Warner Home Video Inc. that WHV has
exercised its option to terminate its service agreements on
July 31, 2010.  The notice covers all Cinram entities globally and
will directly impact operations in North America, Mexico, UK,
France, Germany and Spain.

Cinram has not provided a clear explanation of the underlying
commercial issues that caused the WHV contract termination notice.

With headquarters in Toronto, Ontario, Canada, Cinram
International, Inc., is one of the world's largest independent
manufacturers, replicators and distributors of DVDs and audio CDs.


CITADEL BROADCASTING: Bank Debt Trades at 17% Off
-------------------------------------------------
Participations in a syndicated loan under which Citadel
Broadcasting Corporation is a borrower traded in the secondary
market at 82.57 cents-on-the-dollar during the week ended Friday,
Feb. 26, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 1.96 percentage points from the previous week, The
Journal relates.  Citadel pays 175 basis points above LIBOR to
borrow under the loan facility, which matures on June 1, 2014.
Moody's has withdrawn its rating, while Standard & Poor's has
assigned a default rating, on the bank debt.  The debt is one of
the biggest gainers and losers among 188 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

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

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

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


CITIGROUP INC: CEO Pandit Gets Alwaleed Bin Talal's Support
-----------------------------------------------------------
Dow Jones Newswires' Summer Said reports that Saudi Arabia's
billionaire Prince Alwaleed Bin Talal, Citigroup Inc.'s biggest
individual shareholder, reiterated Saturday his support of the
bank's chief executive, Vikram Pandit, and Citigroup's management.

According to Dow Jones, Mr. Alwaleed's holding company, Kingdom
Holding, said he and Mr. Pandit met and "discussed economic issues
and the latest developments in Citigroup."  It said that Mr.
Pandit also met with the Saudi Arabia's Finance Minister Ibrahim
al-Assaf and the head of Saudi Arabia's central bank, Muhammad al-
Jasser in Riyadh.

According to Dow Jones, Mr. Pandit on Sunday said Citigroup is
exploring new investment opportunities in the Middle East, which
is a "core part" of its growth strategy.

Dow Jones recalls Mr. Alwaleed told Fox Business that 2010 was the
year Mr. Pandit had "to deliver" results and that shareholders had
already given the U.S. bank two years to turn it around.  In 2006,
Dow Jones continues, Mr. Alwaleed grew impatient with the U.S.
bank's former CEO Charles Prince, complaining that the bank's
costs were rising faster than its revenue. Mr. Pandit replaced Mr.
Prince in 2007.

                          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.


CITIGROUP INC: Says Internet Banking Unit Not For Sale
------------------------------------------------------
Dow Jones Newswires' Summer Said reports that Citigroup Inc. on
Sunday denied its Internet banking unit Egg is for sale, following
a report in the U.K.'s Mail On Sunday that Citi is in talks over a
disposal.  A spokeswoman for Citi said the division isn't for sale
and also denied it is actively seeking buyers.

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.


CLAIRE'S STORES: Bank Debt Trades at 17% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 82.75 cents-
on-the-dollar during the week ended Friday, Feb. 26, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 3.13
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 29, 2014, and carries
Moody's Caa2 rating and Standard & Poor's B- rating.  The debt is
one of the biggest gainers and losers among 188 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

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

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

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

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


CONSECO INC: Reports $85.7 Million Net Income in 2009
-----------------------------------------------------
Conseco, Inc., disclosed Thursday results for the fourth quarter
and year-end 2009.

The Company reported net income of $18.2 million, or $0.09 per
diluted share in Q4 2009, compared to a net loss of
$453.3 million, or ($2.45) per diluted share in Q4 2008 (including
$13.8 million of net realized investment losses, valuation
allowance for deferred tax assets and loss on extinguishment or
modification of debt, in Q4 2009 vs. $486.7 million of net
realized investment losses, valuation allowance for deferred tax
assets, losses related to discontinued operations, net of gain on
extinguishment of debt in Q4 2008)

For the full year ended December 31, 2009, net income was
$85.7 million, or $0.45 per diluted share, compared to a net loss
of $1.132 billion, or ($6.13 per diluted share) in 2008 (including
$78.9 million of net realized investment losses, valuation
allowance for deferred tax assets and loss on extinguishment or
modification of debt in 2009 vs. $1,269.3 million of net realized
investment losses, valuation allowance for deferred tax assets,
losses related to discontinued operations, net of gain on
extinguishment of debt in 2008).

"We are pleased to report that Conseco delivered its fourth
consecutive profitable quarter," CEO Jim Prieur said.  "Overall
sales were up by 18% over the fourth quarter of 2008, led by a
strong performance by our Bankers Life business.  Our business
model continues to perform well, and we are well positioned to
serve the rapidly growing middle income and retirement markets,"
Mr. Prieur said.

"Results for the quarter were impacted significantly by charges
related to accruals for regulatory and legal settlements, as well
as charges related to the extinguishment of debt.  The impact of
these charges on net income per share was approximately 8 cents
for the quarter," Mr. Prieur said.

"During the quarter we also successfully completed our
recapitalization with the issuance of common stock, adding
$296 million of equity," CFO Ed Bonach said.  "In addition, we
paid down $223 million of debt, further strengthening our
financial foundation and positioning us for continued growth."

During 2009, significant improvements were made to the actuarial
reporting internal control environment in the Company's Conseco
Insurance Group segment.  Although controls have been enhanced,
not all of the improved controls have operated for a period of
time necessary to demonstrate their effectiveness at December 31,
2009.  The issues that resulted in the Company's continued
material control weakness have been identified and relate to less
than 12% (or $230 million) of the Company's specified disease
policy reserves.  Given its enhanced controls and remediation
efforts, the Company believes total policy reserves are reasonably
stated.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheet
showed total assets of $30.343 billion, total liabilities of
$26.811 billion, and total shareholders' equity of $3.532 billion.

A full-text copy of the Company's press release disclosing its
financial results for the quarter and year ended December 31,
2009, is available for free at
http://researcharchives.com/t/s?5558

                        About Conseco Inc.

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

                          *     *     *

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

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


CRACKER BARREL: Bank Debt Trades at 2% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Cracker Barrel Old
Country Store, Inc., is a borrower traded in the secondary market
at 97.75 cents-on-the-dollar during the week ended Friday, Feb.
26, 2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.71 percentage points from the previous week, The Journal
relates.  The Company pays 150 basis points above LIBOR to borrow
under the facility.  The bank loan matures on April 27, 2013, and
carries Moody's Ba3 rating and Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among 188 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

As reported by the Troubled Company Reporter on Oct. 22, 2009,
Moody's affirmed all ratings of Cracker Barrel Old Country Store,
Inc., including its Ba3 Corporate Family Rating and Probability of
Default Rating and Ba3 senior secured rating.  In addition, the
outlook for CBRL was changed to stable from negative.

On Oct. 16, 2009, The TCR stated that Standard & Poor's revised
its outlook on Cracker Barrel Old Country Store, Inc., to stable
from negative because of improved credit metrics and improved
cushion over financial covenants.  S&P also affirmed the ratings
on the company, including the 'BB-' corporate credit rating.

Cracker Barrel Old Country Store, Inc., headquartered in
Tennessee, owns and operates the Cracker Barrel Old Country Store
restaurant and retail concept with approximately 590 restaurants
in 41 states.  Annual revenues are approximately $2.4 billion.


CRESCENT RESOURCES: Bank Debt Trades at 59% Off
-----------------------------------------------
Participations in a syndicated loan under which Crescent
Resources, LLC, is a borrower traded in the secondary market at
41.10 cents-on-the-dollar during the week ended Friday, Feb. 26,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 1.70 percentage points from the previous week, The Journal
relates.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Nov. 8, 2012, and
carries Moody's B1 rating and Standard & Poor's B+ rating.  The
debt is one of the biggest gainers and losers among 188 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

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

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


DANA HOLDING: Bank Debt Trades at 3% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Dana Holding
Corporation is a borrower traded in the secondary market at 97.00
cents-on-the-dollar during the week ended Friday, Feb. 26, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.27
percentage points from the previous week, The Journal relates.
The Company pays 375 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Jan. 31, 2015, and carries
Moody's B1 rating and Standard & Poor's B+ rating.  The debt is
one of the biggest gainers and losers among 188 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Based in Toledo, Ohio, Dana Holding Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  Dana has facilities in China
in the Asia-Pacific, Argentina in the Latin-American regions and
Italy in Europe.

Dana Corp., together with affiliates, affiliates filed for Chapter
11 protection on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-
10354).  Attorneys at Jones Day represented the Debtors.  It
emerged from bankruptcy Jan. 31, 2008, and the reorganized entity
was named Dana Holding Corporation.

As reported in the Troubled Company Reporter on June 9, 2009,
Moody's Investors Service lowered the Corporate Family Rating of
Dana Holding Corporation to 'Caa2', raised the Probability of
Default Rating to 'Caa1', and adjusted the ratings of certain debt
instruments.  According to Moody's, the positioning of Dana's PDR
at 'Caa1' reflects ongoing pressures the company faces from the
continued erosion in the global automotive and commercial vehicle
markets.


DAREN BERG: 10th Cir. BAP Says Discharge Denial Premature
---------------------------------------------------------
WestLaw reports that a Wyoming bankruptcy court erred by denying a
Chapter 11 debtor a discharge without making findings concerning
two of the three elements of 11 U.S.C. Sec. 1141(d)(3), the
section of the Bankruptcy Code governing the denial of discharge
in a Chapter 11 case.  Although the court determined that the
debtor would not have been eligible for a Chapter 7 discharge
under Sec. 727(a)(3) due to inadequate recordkeeping, it failed to
address whether the debtor had confirmed a liquidating plan and
whether the debtor intended to engage in business after
consummating the plan.  All three elements had to be established
before the debtor's discharge could be denied under Sec.
1141(d)(3).  In re Berg, ---B.R.----, 2010 WL 537566 (10th Cir.
BAP).

Daren Scott Berg sought chapter 11 protection (Bankr. D. Wyo. Case
No. 08-20184) on April 2, 2008.  A copy of the Debtor's chapter 11
petition is avaialable at http://bankrupt.com/misc/wyb08-20184.pdf
at no charge.


DEP THI TRIEU: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Dep Thi Trieu
        6946 Calabazas Creek Circle
        San Jose, CA 95129

Bankruptcy Case No.: 10-51793

Chapter 11 Petition Date: February 24, 2010

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

Judge: Robert N. Kwan

Debtor's Counsel: Michael Chinh Vu, Esq.
                  VUSA Law Offices
                  142 E Mission St.
                  San Jose, CA 95112
                  Tel: (408) 288-7400
                  Email: michaelvu@vusalaw.com

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

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

According to the schedules, the Company has assets of $1,932,120,
and total debts of $3,077,893.

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

            http://bankrupt.com/misc/canb10-51793.pdf

The petition was signed by Dep Thi Trieu.


DEX MEDIA WEST: Bank Debt Trades at 5% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 95.35 cents-on-
the-dollar during the week ended Friday, Feb. 26, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents a drop of 1.30 percentage points
from the previous week, The Journal relates.  The Company pays 450
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Oct. 24, 2014, and is not rated by Moody's and
Standard & Poor's.  The debt is one of the biggest gainers and
losers among 188 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended Friday.

Dex Media West LLC is a subsidiary of Dex Media West, Inc., and an
indirect wholly owned subsidiary of Dex Media, Inc.  Dex Media is
a direct wholly owned subsidiary of R.H. Donnelley Corporation.
Dex Media West is the exclusive publisher of the official yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International Inc., in
Arizona, Idaho, Montana, Oregon, Utah, Washington, and Wyoming.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter
11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833
through 09-11852), after missing a $55 million interest payment on
its senior unsecured notes due April 15.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
Illinois represent the Debtors in their restructuring efforts.
Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as
the Debtors' local counsel.  The Debtors' financial advisor is
Deloitte Financial Advisory Services LLP while its investment
banker is Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
is claims and noticing agent.

As of March 31, 2009, the Company had $929,829,000 in total assets
and $1,023,526,000 in total liabilities, resulting in $93,697,000
in total shareholders' deficit.

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


DIAMONDROCK HOSPITALITY: Out of Compliance with Loan Requirements
-----------------------------------------------------------------
DiamondRock Hospitality Company recognized that it was out of
compliance with certain loan requirements related to the
completion of specified capital projects at Frenchman's Reef and
Morning Star Marriott Beach Resort ("Frenchman's Reef").  The
Company proactively raised the issue with the loan servicer and is
currently in discussions to reach a mutually agreeable solution.

Specifically, as of December 31, 2009, the Company had not
completed certain capital projects required under the $62.5
million limited recourse mortgage loan secured by Frenchman's Reef
(the "Loan").  The Loan stipulated that the Company should
complete certain capital projects by December 31, 2008 and
December 31, 2009, respectively, or request for the extension of
the due date in accordance with the Loan.  The failure to complete
the capital projects or receive an extension resulted in a non-
monetary Event of Default as of January 1, 2009.  During an Event
of Default the lender has the ability to charge penalty interest
of 5% above the Loan's stated interest rate.  In addition, the
lender has the right to declare that the Loan is due and payable
which will accelerate the maturity date of the loan.  As of
February 26, 2010, the lender has not declared the Loan due and
payable. The Loan penalty interest is $3.1 million for the year
ended December 31, 2009.

The Company is currently in discussions with the Loan master
servicer and special servicer to obtain a waiver of the Event of
Default and extend the due date of the capital projects to
December 31, 2012. If the Loan servicers accept the Company's
proposed solution to this Event of Default and enter into the
amendment, the Company may reverse the $3.1 million penalty
interest accrual.  If the Company is unable to reach agreement
with the Loan servicers, there is a risk that the lender will
exercise its right to accelerate the Loan.  The Loan is non-
recourse to the Company with the exception of a $2 million
corporate guaranty of the completion of certain capital projects.
The corporate guaranty is not eliminated in the event of an
acceleration of the Loan or lender foreclosure of Frenchman's
Reef.


A copy of the company's fourth quarter and full-year financial
report is available free at http://ResearchArchives.com/t/s?5560

                 About DiamondRock Hospitality

DiamondRock Hospitality Company -- www.drhc.com. -- is a self-
advised real estate investment trust (REIT) that is an owner of
premium hotel properties.  DiamondRock owns 20 hotels with
approximately 9,600 guestrooms.


DOROTHY EARGLE TRUST: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Dorothy M. Eargle Trust
        PO Box 700
        Saluda, NC 28773

Bankruptcy Case No.: 10-40111

Chapter 11 Petition Date: February 24, 2010

Court: United States Bankruptcy Court
       Western District of North Carolina (Shelby)

Judge: George R. Hodges

Debtor's Counsel: David G. Gray, Esq.
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: (828) 254-6315
                  Email: judyhj@bellsouth.net

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

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

According to the schedules, the Company has assets of $1,864,500,
and total debts of $667,514.

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

The petition was signed by Dorothy M. Eargle, trustee of the
Company.


EASTMAN KODAK: S&P Affirms 'B-' Rating on Senior Secured Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Eastman
Kodak Co.'s second-lien senior secured notes due 2018, following
the company's upsizing of the deal to $500 million from
$400 million.  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 S&P's 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 $200 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/--
         $500M second-lien nts due 2018     B-
           Recovery Rating                  3


EXTENDED STAY: Affiliates File Plan of Reorganization
-----------------------------------------------------
Extended Stay Inc. delivered to the U.S. Bankruptcy Court for the
Southern District of New York a proposed Chapter 11 plan of
reorganization for its 39 debtor affiliates on February 19, 2010.

The Plan applies to the additional Extended Stay affiliates that
filed for bankruptcy protection last February 18, 2010, namely,
ESA P. Portfolio TXNC GP L.L.C., ESH/MSTX GP L.L.C., ESH/TXGP
L.L.C., ESH TXGP L.L.C., and ESH/TN Member Inc.  It, however,
does not apply to the lead debtor, Extended Stay Inc.

The proposed Plan would be financed by as much as $450 million
from Centerbridge Partners LP and Paulson & Co.

Extended Stay filed the Plan following a month-long negotiation
with certain investment firms, which culminated in an agreement
to provide the $450 million funding that includes a $225 million
equity investment and a $225 million backstopped rights offering.

The Agreement authorizes Centerbridge Partners and Paulson to
acquire $225 million of common interests in a new company that
will be formed as of the Plan effective date.  It permits the
Investors to contribute to the new company certain certificates
they currently hold in exchange for 38.22% of the new company's
common interests.

The proposed deal also provides that a $225 million rights
offering will be made available to holders of certificates, which
represent an additional 22.50% of the new company's common
interests.  The certificates represent a beneficial interest in a
trust that was formed to hold a $4.1 billion mortgage loan used
to fund the acquisition of Extended Stay and its units from
Blackstone Group LP.

                   Substantive Consolidation

Extended Stay President David Lichtenstein relates that the Plan
is premised on the substantive consolidation of the Debtor
Affiliates for all purposes related to the Plan.

As of the Plan Effective Date, the 39 Plan Debtor Affiliates and
their estates will be deemed merged; all their assets and
liabilities will be treated for purposes of the Plan as though
they were merged; and all guarantees of the Debtor Affiliates of
payment, performance or collection of obligations will be
eliminated and cancelled.  All joint obligations of the Debtor
Affiliates and all multiple claims against them on account of
those joint obligations will be considered a single claim against
them.

Under the Plan, a new Delaware limited liability company, an
alternate corporate or other organizational entity that may be
selected by Centerbridge Partners and Paulson & Co. will be
formed as of the Plan effective date.

The new company will be managed by a seven-member Board of
Managers.  The Board will be composed of the chief executive
officer of the new company, four individuals designated by
Centerbridge Partners and Paulson & Co., and two independent
managers.

          Classification of Claims & Equity Interests

The Plan designates claims against the 39 Plan Debtors debtor
affiliates into 15 classes.  Classes 2 to 5 are impaired and
creditors holding claims under those classes are entitled to vote
on the Plan.  Classes 6 and 15, which consist of equity
interests, are also impaired.  Equity holders are deemed to
reject the Plan and are not entitled to vote on the Plan.

Class 4 Mortgage Facility Deficiency Claim refers to the claim of
Wells Fargo Bank N.A. with respect to the June 11, 2007 Mortgage
Loan Agreement under which it serves as trustee for certificate
holders, to the extent that the value of the collateral for the
mortgage loan is less than $4.1 billion.

Class 2 Mortgage Facility Claim refers to the secured claim of
Wells Fargo as trustee under the 2007 Mortgage Facility.

The Plan also provides treatment for unclassified claims, namely
administrative expense claims, compensation and reimbursement
claims, and priority tax claims.

The various claims under the Plan and their designated treatment
are summarized as:

Class      Type of Claim              Claim Treatment
-----      -------------         -----------------------------
N/A         Administrative         Allowed amounts of
           Expense Claims         Administrative Expense Claims
                                  will be paid in full, in cash.

N/A         Compensation and       Allowed amounts of
           Reimbursement Claims   Compensation Claims will be
                                  paid in full, in cash.

N/A         Priority Tax Claims    Allowed amounts of Priority
                                  Tax Claims will be paid in
                                  full, in cash.

Class 1     Priority Claims        Holders of Allowed Priority
                                  Claims will be paid in full,
                                  in cash.

Class 2     Mortgage Facility      If holders of Class 2 claims
           Claim                  accept the Plan, they will
                                  receive (i) 100% of the
                                  Rights, and (ii) on the
                                  initial distribution date,
                                  100% of the New Class A1
                                  Mortgage Notes, 100% of the
                                  New Class A2 Mortgage Notes,
                                  100% of the New Class A3
                                  Mortgage Notes, 100% of the
                                  New Class A4 Mortgage Notes,
                                  470,482 NewCo Common Interests
                                  and 100% of the New Unsecured
                                  Notes.

                                  If Class 2 claim holders
                                  reject the Plan, the
                                  holders of Allowed Mortgage
                                  Facility Claims will receive,
                                  on the initial distribution
                                  date, the New Alternate Notes
                                  in an aggregate principal
                                  amount not to exceed $3.2
                                  billion, which represents the
                                  value of the collateral
                                  securing the Allowed Mortgage
                                  Facility Claim, and which New
                                  Alternate Notes will bear
                                  interest at the rate of 5.34%
                                  per annum or such lower rate
                                  as will be fixed by the Court,
                                  and will have a final maturity
                                  date that is nine years after
                                  the Initial Distribution Date.

                                  ESH Properties, et al., with
                                  the consent of the Investors,
                                  reserve the right to seek
                                  confirmation of a plan under
                                  Section 1129(b) of the
                                  Bankruptcy Code, pursuant to
                                  which the holder of the
                                  Allowed Mortgage Facility
                                  Claim will receive New
                                  Alternate Notes in an
                                  aggregate principal amount
                                  less than $3.2 billion, with
                                  amount and $3.2 billion being
                                  provided in New Equity
                                  Securities, to the extent
                                  permitted by law.  In either
                                  case, the Rights will be
                                  extinguished.

Class 3     ESA UD Mortgage        Holders of Allowed ESA UD
           Claim                  Mortgage Claim will receive on
                                  the Distribution Date the New
                                  ESA UD Mortgage Note in full
                                  settlement, satisfaction,
                                  release and discharge of the
                                  Claim.

Class 4     Mortgage Facility      No distribution will be made
           Deficiency Claim       with respect to the Mortgage
                                  Facility Deficiency Claim;
                                  provided that in order to
                                  facilitate a consensual Plan,
                                  if Class 4 votes to accept the
                                  Plan, Class 4 will receive its
                                  Pro Rata Share of the New A
                                  Warrants.

Class 5     General Unsecured      No distribution will be made
           Claims                 with respect to the General
                                  Unsecured Claims; provided
                                  that in order to facilitate a
                                  consensual Plan, if Class 5
                                  accepts the Plan, each holder
                                  of a General Unsecured Claim
                                  will receive, at its election,
                                  either (i) its Pro Rata Share
                                  of New A Warrants, or (ii) if
                                  its claim is $100,000 or less
                                  or it elects to reduce its
                                  claim to $100,000, its Pro
                                  Rata Share of the Cash
                                  Distribution; provided that if
                                  Class 4 accepts the Plan, all
                                  holders of General Unsecured
                                  Claims will be deemed to have
                                  elected the Cash option.

Class 6     Existing Equity        No distribution will be made
                                  from the Estates with respect
                                  to Existing Equity.  On the
                                  Plan Effective Date, the
                                  certificates that previously
                                  evidenced ownership of
                                  Existing Equity will be
                                  cancelled and will be null and
                                  void.

Class 7     ESA MD Properties      Holders will retain the ESA MD
           Trust Certificate      Properties Trust Certificate.

Class 8     ESA MD Borrower        Holders will retain their ESA
           Interests              MD Borrower Interests.

Class 9     ESA P Portfolio MD     Holders will retain the ESA P
           Trust Certificate      Portfolio Trust Certificate.

Class 10    ESA P Portfolio MD     Holders will retain their
           Borrower Interests     ESA P Portfolio MD Borrower
                                  Interests.

Class 11    ESA Canada Properties  Holders will retain their ESA
           Interests              Canada Properties Interests.

Class 12    ESA Canada Properties  Holders will retain their ESA
           Borrower Interests     Canada Properties Borrower
                                  Interests.

Class 13    ESH/TN Properties LLC  Holders will retain their
           Membership Interests   ESH/TN Properties Membership
                                  Interest.

Class 14    ESH/ESA General        Holders will retain their
           Partnership Interests  ESH/ESA General Partnership
                                  Interests.

Class 15    Other Existing Equity  No distribution will be made
           Interests              from the Estates with respect
                                  to the Other Existing Equity
                                  Interests.  On the Plan
                                  Effective Date, the
                                  certificates that previously
                                  evidenced ownership of the
                                  Other Existing Equity
                                  Interests will be cancelled
                                  and will be null and void.

A full-text copy of the Chapter 11 Plan for the 39 Debtor
affiliates and certain attached exhibits is available for free
at: http://bankrupt.com/misc/EStay_Ch11Planfor39Debtors.pdf

In connection with the filing of the proposed Plan, Extended Stay
asked the Court for more time, through March 17, 2010, to file a
disclosure statement.

Extended Stay has decided to file the Plan without the disclosure
statement to expedite the conclusion of the cases and facilitate
the process by which other investors may submit competitive
proposals, according to Jacqueline Marcus, Esq., at Weil Gotshal
& Manges LLP, in New York.  She adds that the requested extension
would give Extended Stay, Centerbridge Partners and Paulson & Co.
time to discuss, review and finalize the disclosure statement.

The Court will hold a hearing on March 16, 2010, to consider
approval of the proposed extension.  Deadline for filing
objections is March 11, 2010.

                        About Extended Stay

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

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

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

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


EXTENDED STAY: ESA P Portfolio, 4 Others Also in Chapter 11
-----------------------------------------------------------
Five affiliates of Extended Stay Inc. filed voluntary petitions
in the U.S. Bankruptcy Court for the Southern District of New
York on February 18, 2010, seeking relief under Chapter 11 of the
Bankruptcy Code.

The five debtor affiliates and their assigned case numbers are:

   Entity                                Case No.
   ------                                --------
   ESA P Portfolio TXNC GP LLC           10-10805
   ESA TXGP LLC                          10-10806
   ESH/MSTX GP LLC                       10-10807
   ESH/TXGP LLC                          10-10808
   ESH/TN Member Inc.                    10-10809

ESA P Portfolio and ESA TXGP reported estimated assets and
liabilities of more than $1 billion in their bankruptcy petition
documents.  Both do not have unsecured creditors, according to
court filings.

ESA P Mezz LLC and ESA Mezz LLC hold 100% interest in ESA P
Portfolio and ESA TXGP respectively.

The Subsequent Debtors have no independent assets and are dormant
entities without any business activity other than ownership of
their respective 1% general partnership or 1% managing member
interests in certain of the Original Debtors.

The Subsequent Debtors have filed voluntary Chapter 11 petitions
in order to effectuate the transfer of the Debtors' business in
connection with the proposed Chapter 11 Plan for certain of the
Debtors dated February 19, 2010.

The Chapter 11 cases of Subsequent Debtors are handled by the New
York-based law firm of Weil Gotshal & Manges LLP, which also
oversees the bankruptcy cases of the Original Extended Stay
Debtors.

In connection with the filing of the Chapter 11 cases of the
Subsequent Debtors, asked the Court to jointly administer those
cases under the Chapter 11 cases of Original Extended Stay
Debtors under Lead Case No. 09-13764.

Jacqueline Marcus, Esq., at Weil Gotshal, in New York, said the
proposed joint administration would not adversely affect the
creditors' rights since Extended Stay is merely seeking
administrative consolidation and not substantive consolidation of
the estates.

Extended Stay also asked the Court to issue a ruling directing
that certain first-day motion orders it previously issued be made
applicable to the Chapter 11 cases of ESA P Portfolio GP, et al.

The Court will hold a hearing on March 16, 2010, to consider
approval of the Debtor's requests.  Deadline for filing
objections is March 11, 2010.

                        About Extended Stay

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

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

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

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


EXTENDED STAY: Proposes Deal With Centerbridge, Et Al.
------------------------------------------------------
Extended Stay Inc. seeks authority from the U.S. Bankruptcy Court
for the Southern District of New York to enter into an agreement
with investment firms, Centerbridge Partners L.P. and Paulson &
Co. Inc., to obtain financing for the proposed Chapter 11 plan of
its affiliated debtors.

Extended Stay hammered out the deal with the Investors to obtain
as much as $450 million in funding for the proposed plan of
reorganization of more than 30 Extended Stay Debtor-Affiliates.
The offer consists of a $225 million equity investment and a
$225 million backstopped rights offering.

Under the deal, Centerbridge Partners and Paulson & Co. agreed to
purchase $225 million of common interests in a new company that
will be formed as of the effective date of the Plan, and
contribute to the new company certificates the Investors
currently hold in exchange for 38.22% of the new company's common
interests.

The certificates held by the investors represent a beneficial
interest in a trust that was formed to hold a $4.1 billion
mortgage loan, which was used to fund the acquisition of Extended
Stay and its units from Blackstone Group LP.

The proposed deal also provides that a $225 million rights
offering will be made available to the holders of the
certificates, which represent an additional 22.50% of the new
company's common interests.

In return for the financing, Extended Stay agreed to make a non-
refundable payment to Centerbridge Partners and Paulson & Co. in
an amount equal to 5% of the proceeds from the investment and
rights offering.  The Investors, however, will not receive any
payment other than reimbursement of their expenses if the deal is
completed.

Extended Stay's attorney, Jacqueline Marcus, Esq., at Weil
Gotshal & Manges LLP, in New York, says the proposed deal does
not preclude Extended Stay from continuing its talks with other
potential sponsors of the proposed Chapter 11 plan.

Ms. Marcus says Extended Stay is still evaluating the merits of
the offer made by a consortium of creditors led by SOF-VII U.S.
Hotel Co-Invest Holdings L.P., an affiliate of Starwood Capital
Group Global L.P.

"We have a fiduciary duty to try to maximize value.  We are
continuing to talk to other parties," Ms. Marcus told Bloomberg
News in an interview.

Starwood Capital Group sought to take control of Extended Stay's
reorganization by forming a rival plan to "strategically align"
the company.  Starwood said last month that it had support of
Extended Stay creditors, which include Citigroup Inc., Five Mile
Capital Partners LLC and D.E. Shaw Real Estate Portfolios,
Bloomberg News reported.

Ms. Marcus, however, notes that to date, Centerbridge and
Paulson's proposal is the only one offer on the table that
involves a commitment to proceed.  "Nobody else who has come to
the table is in that position yet," Bloomberg News quoted Ms.
Marcus as saying.

Centerbridge Partners and Paulson & Co. have committed to proceed
with their funding proposal provided that Extended Stay files a
disclosure statement on or before  March 2, 2010, and the Court
approves the proposal on or before March 26, 2010.

The Extended Stay/Centerbridge/Paulson deal has been formalized
in a 58-page agreement, a copy of which is available for free at:

    http://bankrupt.com/misc/ESI_DealCenterbridge&Paulson.pdf

The Court will hold a hearing on March 16, 2010, to consider
approval of the Centerbridge/Paulson Agreement.  Deadline for
parties-in-interest to file objections to the deal is March 11,
2010.

                        About Extended Stay

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

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

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

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


FAIRPOINT COMMS: Bank Debt Trades at 24% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which FairPoint
Communications, Inc., is a borrower traded in the secondary market
at 76.25 cents-on-the-dollar during the week ended Friday, Feb.
26, 2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.71 percentage points from the previous week, The Journal
relates.  The debt matures on March 31, 2015.  The Company pays
275 basis points above LIBOR to borrow under the loan facility.
Moody's has withdrawn its rating, while Standard & Poor's has
assigned a default rating, on the bank debt.  The debt is one of
the biggest gainers and losers among 188 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

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

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

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

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


FINLAY ENTERPRISES: Norman Matthews Resigns from Board
------------------------------------------------------
On February 22, 2010, Norman S. Matthews notified Finlay
Enterprises, Inc., that he was resigning from the Board of
Directors of Finlay Enterprises, Inc., and the Board of Directors
of the Company's wholly-owned subsidiary, Finlay Fine Jewelry
Corporation, effective February 22, 2010.  Mr. Matthew's
resignation is not the result of a disagreement with the Company
or Finlay Jewelry on any matter relating to the Company's or
Finlay Jewelry's operations, policies or practices.

                     About Finlay Enterprises

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

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

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

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


FORD MOTOR: Invests $590-Mil. for Essex Plant in Windsor, Canada
----------------------------------------------------------------
After being idled in 2007, the Ford Essex Engine Plant in Windsor,
Ontario, is ramping up again to build one of the most exciting
engines in Ford's lineup, thanks to a $590 million investment.

With its new flexible manufacturing system, Essex Engine will soon
be at full production of the all-new 5.0-litre V-8 engine for the
2011 Ford Mustang GT which is expected to deliver segment-leading
fuel economy and 412 horsepower.

"That's what today's customers demand -- top performance, a fun-
to-drive experience and great fuel economy, and this new V-8 for
the 2011 Mustang delivers," said Jim Tetreault, vice president,
North American Manufacturing, Ford Motor Company, in a February 26
statement.  "Ford is introducing an unprecedented number of new or
upgraded powertrains this year as part of our 2011 vehicle
launches."

Including the new V-8 engine built at Essex Engine, Ford has
already started producing six of the nine new engines and
transmissions planned for the 2011 model year.  These powertrains
are being supported by a significant investment in powertrain
engineering and facility upgrades across North America.

The investment in Essex Engine will pay off for years to come
considering that each auto manufacturing job creates seven
additional jobs in the broader Canadian economy. For example,
Ontario suppliers are manufacturing a variety of parts for the new
V-8 engine - everything from automatic flywheels and oil filter
adapters to thermostat housings.

The Essex Engine investment is also supporting the expansion of
Ford's North American Centre for Advanced Powertrain Research and
Innovation located at the plant. The research centre will become a
hub for powertrain research that will also involve Canadian
universities and Canadian automotive parts suppliers.  The centre
will include 16 advanced dynamometer research and test cells
capable of evaluating the emissions and performance of alternative
fuel powertrains, including those powered by gasoline, diesel,
biodiesel, ethanol blends, hybrid powertrains and hydrogen.

                         About Ford Motor

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

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

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

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


FORD MOTOR: Invests $155-Mil., Adds 60 Jobs for Cleveland Plant
---------------------------------------------------------------
Ford Motor Company is investing $155 million and adding 60 jobs at
its Cleveland operations to build a new fuel-efficient V-6 engine
for the 2011 Mustang, which has expected class-leading highway
fuel efficiency of 30 miles per gallon on the highway and 305
horsepower.

The investment and jobs at Ford's Cleveland Engine Plant No. 1
brings the company's investment in powertrain engineering and
facility upgrades in North America to $1.8 billion to support its
2011 vehicle launches - with more to come. The total number of
jobs being added as part of these investments is 1,260. The new
Mustang engine is one of nine new or upgraded engines or
transmissions for 2011 model Ford, Lincoln and Mercury vehicles.

"Ford is absolutely committed to delivering class-leading fuel
efficiency with every new vehicle we introduce, and this
investment in Cleveland provides further proof," said Bill Russo,
director of manufacturing for Ford's powertrain operations.

On sale this spring, the 2011 Ford Mustang delivers 305 high-
performance horses for V-6 coupe buyers.  The all-aluminum dual-
overhead cam (DOHC), 3.7-liter Duratec 24-valve V-6 engine
delivers a projected 30 mpg on the highway with a six-speed
automatic transmission and fun for drivers on nearly every road.

"Mustang is completely transformed with this new engine," said
Derrick Kuzak, group vice president, Global Product Development.
"Everything people love about the car is still there and now under
the hood is a V-6 engine that uses premium technology to deliver
the power, the feel, the fuel efficiency, even the sound of the
best sports coupes in the world."

Also available for the 2011-model year are the Mustang GT - with
an all-new 5.0-liter V-8 delivering 412 horsepower and projected
unsurpassed highway mileage of 25 mpg - and a no-compromises
Shelby GT500 powered by a 5.4-liter supercharged V-8 and 550
horsepower.

The new 3.7-liter V-6 is built at Ford's Cleveland Engine Plant 1.
The 5.0-liter V-8 engine is built at Ford's Essex Engine Plant in
Windsor, Ontario. The 5.4-liter supercharged V-8 is built at
Ford's Romeo, Mich., Engine Plant.

                Cleveland Engine Plant 1 Retooled

Cleveland Engine Plant No. 1's V-6 engine is expected to represent
two-thirds of Mustang's volume this calendar year.

Ford's $155 million investment there includes $121 million in
manufacturing investment at the plant and $34 million for launch
and engineering. Sixty new jobs have been added to the plant to
support the new engine.

Specifically, the $121 million for the manufacturing facility
supports continued investment in developing and re-tooling the
plant's flexible manufacturing systems in the assembly and
component (cylinder block, head and crankshaft) areas.

"The Cleveland Engine Plant is not only building fuel-efficient
engines for some of our most popular Ford products, it's becoming
a hub for the future of Ford powertrains," Russo said. "This
facility has the flexibility and the expertise to help us meet
customer demands for fun, fuel-efficient vehicles, and it
represents the future of advanced manufacturing in North America."

Ford's investment at Cleveland Engine Plant is supported by Ford's
green partnership with the U.S. Department of Energy. This Ohio
plant is one of 11 Ford facilities in the U.S. participating in
the Advanced Technology Vehicles Manufacturing Incentives Program
initiated by Congress and implemented by the Obama administration.
The program is helping to develop advanced technology vehicles and
strengthen American manufacturing across the country.  This
project is also supported by Ford's state and local government
partners primarily through training funds.

The investment represents the latest in Ford's ongoing commitment
to the Cleveland Engine Plant No. 1. Opened in 1951 as Ford's
first engine plant in Ohio, the facility has produced more than 35
million engines.

In 2004, Ford invested $350 million into the plant for redesign
and installation of an all-new assembly line as well as block,
crankshaft and cylinder head machining lines. The plant also led
the way in 2009 with the introduction of Ford's first EcoBoost
engines, which use gasoline turbocharged direct-injection
technology for up to 20 percent better fuel economy, 15 percent
fewer CO2 emissions and superior driving performance versus larger
displacement engines.

           Nine New or Upgraded Powertrains This Year

Ford is introducing nine new or upgraded powertrains in North
America for its 2011 model vehicles, representing $1.8 billion
worth of investment in engineering and facilities. Among the nine
powertrains are:

    * 6.2-liter V-8 gasoline engine for the F-Series Super Duty
    * 6.7-liter Power Stroke Diesel for the F-Series Super Duty
    * 6R140 heavy-duty TorqShift(R) automatic transmission for the
         F-Series Super Duty
    *  3.7-liter Ti-VCT V-6 engine for the Mustang
    * 5.0-liter Ti-VCT V-8 engine for the Mustang
    *  Six-speed automatic transmission for the Mustang

The 2011 Mustang is the most technically advanced model yet of
America's favorite sports car. Both V-6 and V-8 models feature
Twin Independent Variable Valve Timing (Ti-VCT), double overhead
cams, four-valves per-cylinder and free-flowing exhaust systems.
Both models are available with six-speed manual or an upgraded 6-
speed automatic transmission.

With so much additional horsepower standard, the 2011 Mustang
received enhancements to its chassis and suspension to maintain
the outstanding driving behavior Mustang owners expect. The
addition of new technologies and features, including segment-
exclusive electric power assisted steering will mark a new era of
driving dynamics for Mustang.

"We're focusing on every single detail of our engine and
transmission lineup to speed class-leading fuel efficiency to our
customers as quickly as possible, affordably and in high volumes,"
said Barb Samardzich, vice president, Powertrain Development.

The 2011 Mustang is a strong example of Ford's industry leading
fuel economy gains. According to the Environmental Protection
Agency, Ford's combined car and truck fuel economy has improved
nearly 20 percent since 2004 - almost double the next closest
competitor.

Additionally, Ford has lowered its tailpipe CO2 emissions more
than any other automaker. Ford's fleet-wide average of 434 grams
per mile is 37 grams lower than the 2007 total and 25 grams lower
than 2008.

                         About Ford Motor

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

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

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

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


FOUNTAIN VILLAGE: Gets Interim Nod to Use Telesis' Cash Collateral
------------------------------------------------------------------
Fountain Village Development sought and obtained interim approval
to use Telesis Community Credit Union's cash collateral.

On August 21, 2003, the Debtor entered into a loan with Telesis in
the original principal sum of $7,575,000 secured by property
commonly referred to as the New Market Theatre.  The current
balance due and owing under the New Market Theatre Loan is
$7 million, plus accrued interest.  The New Market theatre
consists of two commercial buildings that have been joined
together.

Ava L. Schoen, Esq., at Tonkon Torp LLP, the attorney for the
Debtor, explains that the Debtor needs to use the cash collateral
to fund its Chapter 11 case, pay suppliers and other parties.  The
Debtor will use the collateral pursuant to a budget, a copy of
which is available for free at:

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

As adequate protection, the Debtor will grant the lender a
replacement security interest in and lien upon the Debtor's
property and revenue from the Debtor's property in which the
lender held a valid and perfected prepetition lien and security
interest.  The lender's replacement security interest and lien
upon the assets from and after the Petition Date will be of the
same category, kind, character, and description as were subject to
perfected and valid security interest in existence on the Petition
Date.  The adequate protection lien granted to the lender won't
enhance or improve the position of the lender, as the Debtor
believes that the value of the real property securing the
indebtedness owing to the lender exceeds the amount of the
indebtedness of the lender.

The Court has set a final hearing for March 15, 2010, at
1:30 p.m. on the Debtor's request to use cash collateral.

Telesis is represented by Perkins Coie LLP.

Portland, Oregon-based Fountain Village Development, a general
partnership, aka Fountain Village Development Co, owns, develops,
operates, manages, and/or leases 20 buildings in Portland,
Hillsboro, and Gearhart, Oregon.  The Company has filed for
Chapter 11 bankruptcy protection on November 20, 2009 (Bankr. D.
Ore. Case No. 09-39718).  Albert N. Kennedy, Esq., and Ava L.
Schoen, Esq., who have offices in Portland, Oregon, assist the
Company in its restructuring effort.  The Company listed
$50,000,001 to $100,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


FREDDIE MAC: Posts $21.6 Billion Net Loss in 2009
-------------------------------------------------
Freddie Mac, formally known as the Federal Home Loan Mortgage
Corporation, reported a net loss of $21.6 billion for the full-
year 2009, compared to a net loss of $50.1 billion for the full-
year 2008.

After dividend payments of $4.1 billion during the year on its
senior preferred stock to the U.S. Department of Treasury, Freddie
Mac reported a net loss attributable to common stockholders of
$25.7 billion, or $7.89 per diluted common share, for the full-
year 2009, compared to a net loss attributable to common
stockholders of $50.8 billion, or $34.60 per diluted common share,
for the full-year 2008.

For the quarter ended December 31, 2009, the Company reported a
net loss of $6.5 billion, compared to a net loss of $5.4 billion
for the quarter ended September 30, 2009.

After the dividend payment of $1.3 billion on its senior preferred
stock to Treasury, Freddie Mac reported a net loss attributable to
common stockholders of $7.8 billion, or $2.39 per diluted common
share, in the fourth quarter of 2009, compared to a net loss
attributable to common stockholders of $6.7 billion, or $2.06 per
diluted common share, in the third quarter of 2009.

Fourth quarter and full-year 2009 results were negatively impacted
by $7.1 billion and $29.8 billion in credit-related expenses,
respectively, reflecting the challenging economic conditions
during 2009.  In addition, fourth quarter and full-year 2009
results were affected by $3.4 billion and $4.2 billion in low-
income housing tax credit partnerships expense, respectively,
primarily due to the write-down of the carrying value of the
company's LIHTC partnership investments to zero as of December 31,
2009.  These results were partially offset by net interest income
of $4.5 billion in the fourth quarter of 2009 and $17.1 billion in
the full-year 2009, mainly due to lower funding costs.

Freddie Mac had positive net worth of $4.4 billion at December 31,
2009, compared to positive net worth of $9.4 billion at
September 30, 2009.  As a result of the positive net worth, no
additional funding was required from Treasury under the terms of
the Purchase Agreement for the fourth quarter.  The decline in
positive net worth for the fourth quarter of 2009 resulted from
the fourth quarter 2009 net loss of $6.5 billion and the dividend
payment of $1.3 billion to Treasury on the senior preferred stock,
partially offset by a $2.7 billion decrease in unrealized losses
recorded in accumulated other comprehensive income (loss) (AOCI)
primarily driven by improved values on the company's available-
for-sale (AFS) securities.  Freddie Mac had a net worth deficit of
$30.6 billion at December 31, 2008.

"In a trying and turbulent year, Freddie Mac played a critical
role in supporting the nation's housing recovery," said Freddie
Mac Chief Executive Officer Charles E. Haldeman, Jr.  "We provided
a constant source of liquidity - purchasing one out of every four
home loans originated last year - and our presence in the market
helped keep mortgage rates at historic lows.  We also helped
approximately 1.8 million borrowers lower their mortgage payments,
and more than a quarter million families avoid foreclosure.

"We start 2010 with some early signs of stabilization in the
housing market, with house prices and home sales likely nearing
the bottom sometime in 2010.  We expect that low mortgage rates,
relatively high affordability and the homebuyer tax credit will
help continue to fuel the recovery.  Still, the housing recovery
remains fragile, with significant downside risk posed by high
unemployment and a potential large wave of foreclosures.  That's
why our commitment to help struggling homeowners is steadfast -
and we will continue working to find ways to keep families in
their homes through both our own programs and the Obama
Administration's Making Home Affordable Program."

Net interest income for the fourth quarter of 2009 was
$4.5 billion, relatively unchanged from the third quarter of 2009.
Net interest yield on a fully taxable-equivalent basis for the
fourth quarter of 2009 was 215 basis points, compared to 205 basis
points for the third quarter of 2009.  The increase in net
interest yield in the fourth quarter was primarily driven by lower
funding costs due to lower interest rates on the company's short-
and long-term debt.

Net interest income for the full-year 2009 was $17.1 billion,
compared to $6.8 billion for the full-year 2008.  Net interest
yield on a fully taxable-equivalent basis for the full-year 2009
was 194 basis points, compared to 87 basis points for the full-
year 2008.  The increase in net interest income and net interest
yield during 2009 was primarily driven by a decrease in funding
costs as a result of the replacement of higher cost short- and
long-term debt with lower cost debt, as well as an increase in the
average balance of the Company's investments in mortgage loans and
mortgage-related securities.  These increases were partially
offset by the impact of declining short-term interest rates on the
company's floating-rate investments.

Net interest income and net interest yield during 2009 exclude the
cost of funds the Company received from Treasury under the
Purchase Agreement, which is reported as dividends paid on senior
preferred stock.

Management and guarantee income for the fourth quarter of 2009 was
$743 million, compared to $800 million for the third quarter of
2009.  Management and guarantee income for the full-year 2009 was
$3.0 billion, compared to $3.4 billion for the full-year 2008.

The decreases in management and guarantee income for both the
fourth quarter and full-year 2009 reflect reduced amortization
income related to certain pre-2003 deferred fees due to an
increase in forecasted interest rates, which resulted in a
decrease in projected prepayments.

Low-income housing tax credit partnerships for the fourth quarter
of 2009 was an expense of $3.4 billion, compared to an expense of
$479 million for the third quarter of 2009.  Low-income housing
tax credit partnerships for the full-year 2009 was an expense of
$4.2 billion, compared to an expense of $453 million for the full-
year 2008.

The increase in LIHTC partnerships expense in both the fourth
quarter and full-year 2009 was mostly driven by the write-down of
the carrying value of the company's LIHTC partnership investments
to zero during the fourth quarter.  On February 18, 2010, after
consultation with Treasury and consistent with the terms of the
Purchase Agreement, the Federal Housing Finance Agency (FHFA)
informed Freddie Mac the Company may not sell or transfer the
assets and that FHFA sees no other disposition options. As a
result, the company wrote down the carrying value of its LIHTC
investments to zero as of December 31, 2009.  This write-down
increases the likelihood that the company will require additional
draws from Treasury under the Purchase Agreement.

Other non-interest income (loss) for the fourth quarter of 2009
was income of $883 million, compared to a loss of $1.4 billion for
the third quarter of 2009.  Other non-interest income (loss) for
the full-year 2009 was a loss of $1.6 billion, compared to a loss
of $32.1 billion for the full-year 2008.

Included in other non-interest income for the fourth quarter of
2009 were net mark-to-market gains of $2.1 billion, compared to
net mark-to-market gains of $42 million in the third quarter of
2009.  Fourth quarter net mark-to-market gains reflect the effect
of higher long-term interest rates and tighter spreads on the
company's derivative portfolio, guarantee asset and trading
securities.

Also included in other non-interest income for the fourth quarter
of 2009 was $667 million of net impairment of AFS securities
recognized in earnings, compared to $1.2 billion of net impairment
of AFS securities recognized in earnings during the third quarter
of 2009, as the pace of deterioration in credit quality of the
underlying collateral slowed during the fourth quarter.

Other non-interest loss for the full-year 2009 included
$11.2 billion of net impairment of available-for-sale (AFS)
securities recognized in earnings.  The Company adopted an
amendment to the accounting standards for investments in debt and
equity securities on April 1, 2009.  Consequently, full-year 2009
impairment results are not directly comparable to the full-year
2008 impairment results.  Net impairment of AFS securities
recorded in earnings was $17.7 billion for the full-year 2008.

Other non-interest loss for the full-year 2009 also included net
mark-to-market gains of $11.0 billion, compared to net mark-to-
market losses of $17.7 billion for the full-year 2008.  Net mark-
to-market gains in 2009 were mainly driven by higher long-term
interest rates and tighter spreads on the company's derivative
portfolio, guarantee asset and trading securities during the year.

Credit-related expenses, consisting of provision for credit losses
and real estate owned (REO) operations expense, were $7.1 billion
for the fourth quarter of 2009, compared to $7.9 billion for the
third quarter of 2009.  Credit-related expenses for the full-year
2009 were $29.8 billion, compared to $17.5 billion for the full-
year 2008.

During the fourth quarter of 2009, the company identified two
errors in loss severity rate inputs used by its models to estimate
the Company's single-family loan loss reserves.  These errors
affected amounts previously reported.  Freddie Mac has concluded
that while these errors are not material to the Company's
previously issued consolidated financial statements for the first
three quarters of 2009 or to its consolidated financial statements
for the full-year 2009, the cumulative impact of correcting these
errors in the fourth quarter would have been material to the
fourth quarter of 2009.  Freddie Mac revised its previously
reported results for the first three quarters of 2009 to correct
these errors in the appropriate quarterly period.  As a result,
Freddie Mac increased its previously reported third quarter 2009
provision for credit losses by $396 million to reflect these
adjustments.

Provision for credit losses for the fourth quarter of 2009 was
$7.0 billion, compared to $8.0 billion for the third quarter of
2009.  Provision for credit losses remained at an elevated level
due to continued credit deterioration and challenging economic
conditions.  The third quarter results include an adjustment to
the provision for credit losses based on observed changes in
economic drivers impacting borrower behavior and delinquency
trends for certain loans, as well as the adjustments discussed
above.

Provision for credit losses for the full-year 2009 was
$29.5 billion, compared to $16.4 billion for the full-year 2008,
reflecting continued credit losses amid ongoing weakness in the
U.S. economy and housing market.  The increase in provision for
credit losses during 2009 primarily reflected significant
increases in delinquency rates and foreclosures and higher
severity of losses on a per-property basis.

REO operations income (expense) for the fourth quarter of 2009 was
an expense of $88 million, compared to income of $96 million for
the third quarter of 2009, reflecting lower recoveries of property
write-downs in the fourth quarter compared to the third quarter.

REO operations expense for the full-year 2009 was $307 million,
compared to $1.1 billion for the full-year 2008.  The decrease was
primarily due to a stabilization in home prices during 2009,
compared to a sharp decline in home prices during 2008.

Other non-interest expense for the fourth quarter of 2009 was
$1.2 billion, compared to $628 million for the third quarter of
2009.  Other non-interest expense for the full-year 2009 was
$5.2 billion, compared to $3.2 billion for the full-year 2008.

The increase in other non-interest expense for the fourth quarter
of 2009, compared to the third quarter of 2009, was driven by a
$481 million increase in losses on loans purchased from the
Company's PC pools due to an increase in purchase volume of
delinquent and modified loans as more modifications were settled
in the fourth quarter of 2009.

The increase in other non-interest expense for the full-year 2009
compared to the full-year 2008 was primarily driven by a
$3.1 billion increase in losses on loans purchased due to both an
increase in volume and a decline in the fair value of loans
purchased from PC pools.  Other non-interest expense for the full-
year 2008 included a securities administrator loss on investment
activity of $1.1 billion related to investments made by Freddie
Mac in Lehman Brothers Holdings Inc. in the Company's role as
securities administrator for certain trust-related assets.

Income tax benefit (expense) for the fourth quarter of 2009 was an
expense of $440 million, compared to a benefit of $149 million for
the third quarter of 2009, primarily due to a decrease in the
estimated 2009 taxable loss.

Income tax benefit (expense) for the full-year 2009 was a benefit
of $830 million, compared to an expense of $5.6 billion for the
full-year 2008.  Income tax expense for the full-year 2008 was
primarily driven by the Company's establishment of a partial
valuation allowance against the net deferred tax asset in the
third quarter of 2008.  The Company is required to assess the
realizability of the deferred tax asset on a quarterly basis.

At December 31, 2009, the company had a remaining net deferred tax
asset of $11.1 billion, representing the tax effect of net
unrealized losses on its AFS securities, which management believes
is more likely than not of being realized because of the company's
conclusion that it has the intent and ability to hold its AFS
securities until temporary unrealized losses are recovered.

AOCI, net of taxes as of December 31, 2009, was a loss of
$23.6 billion, compared to a loss of $26.4 billion as of
September 30, 2009, and a loss of $32.4 billion as of December 31,
2008.  The decrease in unrealized losses recorded in AOCI for both
the fourth quarter and full-year 2009 was primarily attributable
to improved values on the company's AFS securities.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed total assets of $841.,784 billion, total liabilities of
$837.412 billion, and total equity of $4.372 billion.

The Company received $6.1 billion and $30.8 billion in June 2009
and March 2009, respectively, pursuant to draw requests that FHFA
submitted to Treasury on the Company's behalf to address the
deficits in the Company's net worth as of March 31, 2009, and
December 31, 2008, respectively.  As a result of funding of these
draw requests, the aggregate liquidation preference on the senior
preferred stock owned by Treasury increased from $14.8 billion as
of December 31, 2008, to $51.7 billion on December 31, 2009.

Based on the current aggregate liquidation preference of
$51.7 billion, Treasury, the holder of the senior preferred stock,
is entitled to annual cash dividends of approximately
$5.2 billion, which exceeds the Company's annual historical
earnings in most periods.  Including the $1.3 billion quarterly
dividend paid on December 31, 2009, the Company has paid aggregate
dividends of $4.3 billion in cash on the senior preferred stock to
Treasury at the direction of FHFA, acting as Conservator.

A full-text copy of the Company's annual report for 2009 is
available at no charge at http://researcharchives.com/t/s?5557

               Freddie Mac is Under Conservatorship

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and FHFA to continue operating its
business.

While the conservatorship has benefited the Company through, for
example, improved access to the debt markets because of the
support the Company receives from Treasury and the Federal
Reserve, th e Company is also subject to certain constraints on
its business activities by Treasury due to the terms of, and
Treasury's rights under, the Purchase Agreement.  The
conservatorship and related developments have had a wide-ranging
impact on the Company, including the Company's regulatory
supervision, management, business, financial condition and results
of operations.  There is significant uncertainty as to whether or
when the Company will emerge from conservatorship, as it has no
specified termination date, and as to what changes may occur to
the Company's business structure during or following its
conservatorship, including whether the Company will continue to
exist.  The Company's future structure and role are currently
being considered by the President Obama and the U.S. Congress.
The Company has no no ability to predict the outcome of these
deliberations.

The Company's business objectives and strategies have in some
cases been altered since it was placed into conservatorship, and
may continue to change.  These changes to the Company's business
objectives and strategies may not contribute to the Company's
profitability.  Some of the Company's activities are expected to
have an adverse impact on the Company's near and long-term
financial results.  The Conservator and Treasury also did not
authorize the Company to engage in certain business activities and
transactions, including the sale of certain assets, which the
Company believes may have had a beneficial impact on the Company's
results of operations or financial condition, if executed.  The
Company's inability to execute certain business activities and
transactions may adversely affect its profitability, and thus
contribute to its need to draw additional funds under the Purchase
Agreement.

On February 18, 2010, the Company received a letter from the
Acting Director of FHFA stating that FHFA has determined that any
sale of the LIHTC investments by Freddie Mac would require
Treasury's consent under the terms of the Purchase Agreement.  The
letter further stated that FHFA had presented other options for
Treasury to consider, including allowing Freddie Mac to pay senior
preferred stock dividends by waiving the right to claim future tax
benefits of the LIHTC investments.  However, after further
consultation with Treasury and consistent with the terms of the
Purchase Agreement, the Acting Director informed the Company it
may not sell or transfer the assets and that he sees no other
disposition options.  As a result, the Company wrote down the
carrying value of its LIHTC investments to zero as of December 31,
2009, resulting in a loss of $3.4 billion.  This write-down
reduces the Company's net worth at December 31, 2009, and
increases the likelihood that the Company will require additional
draws from Treasury under the Purchase Agreement and, as a
consequence, increases the likelihood that the Company's dividend
obligation on the senior preferred stock will increase.

There is significant uncertainty as to the ultimate impact that
the Company efforts to aid the housing and mortgage markets will
have on the Company's future capital or liquidity needs and the
Company cannot estimate whether, and the extent to which, costs it
incurs in the near term as a result of these efforts, which for
the most part the Company is not reimbursed for, will be offset by
the prevention or reduction of potential future costs.

In a letter to the Chairmen and Ranking Members of the
Congressional Banking and Financial Services Committees dated
February 2, 2010, the Acting Director of FHFA stated that the
Company's central goal is to minimize its credit losses and that
the Company will be limited to continuing its existing core
business activities and taking actions necessary to advance the
goals of the conservatorship.  The Acting Director stated that
FHFA does not expect the Company will be a substantial buyer or
seller of mortgages for its mortgage-related investments
portfolio, except for purchases of delinquent mortgages out of
participation certificate (PC) pools.  The Acting Director also
stated that permitting the Company to engage in new products is
inconsistent with the goals of the conservatorship.  These
restrictions could limit the Company's ability to return to
profitability in future periods.

                        About Freddie Mac

Based in McLean, Virginia, Freddie Mac (NYSE: FRE)
-- http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.

The Company's participation in the secondary mortgage market
includes providing its credit guarantee for residential mortgages
originated by mortgage lenders and investing in mortgage loans and
mortgage-related securities.

The Company earns management and guarantee fees for providing its
guarantee and performing management activities (such as ongoing
trustee services, administration of pass-through amounts, paying
agent services, tax reporting and other required services) with
respect to issued PCs and Structured Securities.


FREEDOM COMMUNICATIONS: US Objects to Ch. 11 Plan on Tax Grounds
----------------------------------------------------------------
Law360 reports the U.S. has filed an objection to the confirmation
of Freedom Communications Holdings Inc.'s Chapter 11 plan, saying
it does not adequately address the debtor's tax liabilities to the
government.

Freedom Communications is currently soliciting votes on the Plan,
which cuts $445 million from the Company's secured debt.  The
Debtors are scheduled to present the Plan for confirmation on
March 9, 2010, at 10:00 a.m.  Objections are due March 1.

As reported by the TCR on Jan. 22, 2010, Freedom Communications
filed its joint Disclosure Statement and Plan of Reorganization,
which is supported by the agent bank for its secured lenders and
the Official Committee of Unsecured Creditors.

Under the new, joint Plan, the Company's secured debt would be
reduced from $770 million to $325 million, with the secured
lenders holding 100 percent of the common stock in the new
company. Additionally, the Plan provides that participants in the
Company's non-qualified pension program will have 70 percent of
their benefits reinstated, to be paid out according to the terms
of those pension plans. Further, a fund of $5.5 million will be
established for payment to trade creditors who participate in the
trade arrangement outlined in the Plan of Reorganization. For the
benefit of other general unsecured creditors, the Company will
establish a $14.5 million trust, which will also receive rights to
pursue certain litigation claims on the Company's behalf.

                   About Freedom Communications

Freedom Communications, headquartered in Irvine, California, is a
national privately owned information and entertainment company of
print publications, broadcast television stations and interactive
businesses.  The company's print portfolio includes approximately
90 daily and weekly publications, including approximately 30 daily
newspapers, plus ancillary magazines and other specialty
publications.  The broadcast company's stations -- five CBS, two
ABC network affiliates and one CW affiliate -- reach more than
3 million households across the country.  The Company's news,
information and entertainment Web sites complement its print and
broadcast properties.

Freedom Communications filed for Chapter 11 on Sept. 1, 2009
(Bankr. D. Del. Case No. 09-13046).  Attorneys at Young Conaway
Stargatt & Taylor, and Latham & Watkins LLP serve as Chapter 11
counsel.  Houlihan, Lokey, Howard & Zukin, Inc., serves as
financial advisor while AlixPartners LLC is restructuring
consultant.  Logan & Co. serves as claims and notice agent.

Freedom Communications had $757,000,000 in assets against debts of
$1,077,000,000 as of July 31, 2009.


GENERAL GROWTH: Fitch Withdraws 'D' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has withdrawn the ratings for General Growth
Properties, Inc., and its subsidiaries GGP Limited Partnership and
The Rouse Company LP.  The Issuer Default Ratings for these
entities were downgraded to 'D' following the announcement that
these entities filed for bankruptcy in April 2009.  Fitch will no
longer provide analytical coverage on GGP or its subsidiaries.
Withdrawn ratings are:

General Growth Properties, Inc.

  -- IDR 'D'.

GGP Limited Partnership

  -- IDR 'D';
  -- Revolving credit facility 'C/RR5';
  -- Term loan 'C/RR5';
  -- Exchangeable senior notes 'C/RR5';
  -- Perpetual preferred stock (indicative) 'C/RR6'.

The Rouse Company LP

  -- IDR 'D';
  -- Senior unsecured notes 'C/RR5'.

Fitch believes that a successful recapitalization or transaction
with a third party would likely result in recoveries for the
aforementioned debt obligations materially higher than indicated
by the current 'RR5'.

The rating withdrawals are due to insufficient information to
evaluate the prospects of such recapitalization or transaction,
given the potential complexities surrounding the approval required
by the Bankruptcy Court.


GENERAL GROWTH: Court Approves Securities Action Settlement
-----------------------------------------------------------
Bankruptcy Judge Allan Gropper of the United States Bankruptcy
Court for the Southern District of New York approves a settlement
agreement resolving securities lawsuits filed against the Debtors'
directors.

The securities lawsuits are consolidated in one proceeding with
Sharankishor Desai acting as lead plaintiff for the Securities
Lawsuits.

Moreover, Judge Gropper lifts the automatic stay to allow Twin
City Fire Insurance Co. and Illinois National Insurance Company to
make payment of $15,000,000 under the Settlement Agreement on
behalf of General Growth Properties, Inc.'s directors who are
defendants in the Securities Class Action.

Judge Gropper clarifies that nothing in this order will modify,
alter or accelerate the rights and obligations of Twin City, the
Debtors or the Director Defendants provided for under the
Directors, Officers and Company Liability Insurance Policy.

Moreover, nothing in the order will constitute a determination
that the proceeds of the D&O Policies are property of the Debtors'
estates and the rights of all parties-in-interest to assert that
the proceeds of the Policy are, or are not, property of the
Debtors' estates are reserved, Judge Gropper avers.

                   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: District Court Dismisses A&K Appeal on DIP Order
----------------------------------------------------------------
To recall, A&K Endowment, Inc., took an appeal to the U.S.
District Court for the Southern District of New York from Judge
Gropper's final order authorizing the Debtors to obtain DIP
Financing entered on May 14, 2009

Judge John G. Koeltl of the District Court noted that Section
364(e) of the Bankruptcy Code does not expressly require the
dismissal of an appeal on the ground of mootness, however this
section makes clear that if the statutory requirements are met,
any appeal does not affect the validity of the loan or the lien
created.  The Appeal seeks to invalidate the lien on a master
planned community known as Summerlin, which is owned by the
Debtors, including The Howard Hughes Corporation and Howard
Hughes Properties, Inc., Judge Koeltl noted.

Judge Koeltl held that pursuant to Section 364(e) the Debtors
correctly argue that the Appeal is moot because A&K did not seek
a stay of the Final DIP Order, the Final DIP Order was entered in
good faith, and the proceeds of the DIP Loan have been disbursed
and the lien has attached to the Summerlin Property.  The lien
that was granted cannot be affected unless the authorization has
been stayed pending appeal, Judge Koeltl averred.

A&K Endowment has reasoned that the Summerlin property
constituted a very small proportion of the collateral that was
used to secure the DIP loan and that it would have been
prohibitively expensive to obtain a bond.  However, no exception
of that kind exists under Section 364(e), Judge Koeltl said.  In
any event, A&K Endowment's argument cannot excuse its failure
even to seek a stay with an appropriate bond before the
Bankruptcy Court, Judge Koeltl held.

Judge Koeltl further noted that A&K Endowment argued that the
appeal is not moot because the District Court could provide
effective relief by voiding the lien placed on the Summerlin
property in the Final DIP Order.  However, removing the Summerlin
property from the scope of the lien would be inequitable because
it would undo collateral on which the DIP financing was made, and
threaten to unravel the intricate DIP financing, Judge Koetel
opined.

Judge Koeltl also said that the Bankruptcy Court found that the
terms and conditions of the DIP documents were negotiated in good
faith, and that terms and conditions of the DIP Documents were
subject to the protections contemplated in Section 364(e).  Thus,
the Bankruptcy Court's findings that the Debtors acted in good
faith are findings of fact, thus, they must be accepted unless
clearly erroneous, Judge Koeltl averred.

In this light, Judge Koeltl found that A&K Endowment's
substantive challenges to the Final DIP Order fail.  Since it was
not clearly erroneous for the Bankruptcy Court to reject A&K
Endowment's three central arguments, the Final DIP Order entered
by the Bankruptcy Court should not be reversed, Judge Koeltl
opined.  A&K Endowment's three central arguments and the District
Court's findings are:

  (1) A&K Endowment asserts that the Debtors failed to
      prove to the Bankruptcy Court that the financing approved
      by the Final DIP Order is necessary to preserve the assets
      of, or provides a benefit to, the estates of the specific
      Debtors that hold Summerlin and who were required to grant
      liens on their property in favor of the DIP lender.

      The District Court found that the Debtors established that
      DIP financing was required to maintain centralized
      business operations, continue their business uninterrupted
      and preserve value at each property, including Summerlin.

  (2) A&K Endowment challenges the necessity of repaying a
      prepetition bridge loan made by Goldman Sachs Group, Inc.,
      arguing that the repayment does not benefit Summerlin.

      As the Bankruptcy Court found, the payment of the Goldman
      Facility reflects the Debtors' exercise of prudent
      business judgment, the District Court held.

  (3) A&K Endownment asserts that requiring the Summerlin
      Debtors to grant a lien on the Summerlin property to the
      DIP lender improperly required the Summerlin Debtors to
      violate their fiduciary and contractual obligations under
      a Contingent Stock Agreement, executed at the time of a
      merger between Debtor The Rouse Compan LP and the assets
      of the Estate of Howard R. Hughes Jr.,

      The District Court found that the Debtors correctly point
      out that the CSA was not designated as part of the record
      on appeal, and thus it would be difficult to rely on that
      document to find clear error by the Bankruptcy Court.
      Moreover, the Bankruptcy Code preempts prepetition
      Contracts, the District Court said.

Judge Koeltl said that to the extent there are arguments not
dealt with, they are either moot or without merit.  Thus, for
those reasons, Judge Koeltl dismissed the Appeal as moot.  Judge
Koeltl also directed the Clerk of Court to close the Appeal.

A full-text copy of the District Court's order dated February 15,
2010, is available for free at:

          http://bankrupt.com/misc/ggp_Feb15DCOrder.pdf

                   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: Shareholder Sues Board for Simon Bid Rejection
--------------------------------------------------------------
James Young, a shareholder of General Growth Properties, Inc.,
sued the mall operator's board of directors over its rejection of
Simon Property Group, Inc.'s bid to acquire the company for
$10 billion, Bloomberg News reported.

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

Mr. Young brought a class-action complaint in the Circuit Court
for Cook County, Chancery Division against John Bucksbaum,
chairman of GGP's Board along with six other members namely Alan
S. Cohen, Anthony Downs, Adams Metz, Thomas H. Nolan Jr., John T.
Riordan and Beth Stewart.

In the complaint, Mr. Young accused Mr. Bucksbaum and the board
members of breaching their fiduciary duty to GGP's investors when
they turned down Simon Property's bid, Bloomberg says.  Moreover,
Mr. Young alleged in his complaint that the Board's conduct is
substantially unfair to GGP and the company's public
shareholders, Bloomberg says.  Mr. Young also stated in his
complaint that he brought the action one behalf of stockholders
and for the benefit of GGP, Bloomberg notes.

Thus, Mr. Young, in the complaint, seeks an order barring the
directors from entering into any contract that harms the company
or its shareholders, or makes it more difficult or costly for a
would-be purchaser to acquire it, Bloomberg quotes from the
complaint.

The action is set for case management call on August 12, 2010
before the Circuit Court.

                   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: To Turn Over Chapel Hills Mall to LNR Partners
--------------------------------------------------------------
General Growth Properties, Inc., has agreed to turn over its
ownership of Chapel Hills Mall to LNR Partners Inc. to avoid
foreclosure of a $122 million loan that will mature in October
2010, The Gazette reports, citing Commercial Real Direct, a
commercial property investment and news research publishing
group.

Pursuant to an agreement, GGP will relinquish the ownership of
the Mall to LNR Partners, as administrative agent of the loan for
LB-UBS Commercial Mortgage Trust 2006-C1, The Gazette notes.

The handing over of the Mall's ownership comes as GGP failed to
extend the maturity date of the $122 million loan, according to
Commercial Real Direct.  Moreover, GGP still owes $114.2 million
under the Loan, but the property is worth less than $17 million,
says Realpoint LLC, a company that provides research on
commercial real estate loans.

GGP's Joint Plan of Reorganization allows the lenders for the
Mall along with 12 other malls classified as "Special
Consideration Properties" under the Amended Plan to demand GGP to
hand over the properties or begin foreclosure proceedings if the
full payment is not made within 10 days of the due date,
Debtwire.com explains.

GGP spokesperson David Keating said in an e-mailed statement to
The Gazette that the company has not yet turned over ownership of
the Mall to its lender and is reviewing all options available at
this time.

                   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: U.S. Trustee Adds M&T to Creditors Committee
------------------------------------------------------------
Pursuant to Section 1102 of the Bankruptcy Code, Diana G. Adams,
United States Trustee for Region 2, appointed, on February 18,
2010, M&T Bank, to serve as member of the Official Committee of
Unsecured Creditors in General Growth Properties, Inc., and its
debtor-affiliates' Chapter 11 cases.

M&T Bank can be reached at:

M&T Bank
Attn: Mark S. Gaffin
25 S. Charles Street. 10th Floor
Baltimore, Maryland 21201
(410) 244-3932

The existing members of the Committee are:

-- Luxor Capital Group, LP
    Attn: Nathaniel Redleaf
    767 5th Avenue, 19th Floor
    New York 10153
   (212) 763-8018

-- Eurohypo AG, New York Branch;
    Attn: Daniel Vinson
    1114 Avenue of the Americas
    New York, New York 10036
    Tel. No. (212) 479-2518

-- The Bank of New York Mellon Trust Co.;
    Attn: Robert Major
    6525 West Campus Oval
    New Albany, Ohio 43054
    Tel. No. (614) 775-5278

-- American High-Income Trust;
    Attn: Ellen Carr
    333 S. Hope Street, 55th Floor
    Los Angeles, California 90071
    Tel. No. (310) 996-6342

-- Fidelity Fixed Income Trust, Fidelity Strategic Real Return
    Fund and Fidelity Investments.
    Attn: Andrew Boyd
    82 Devonshire Street, V13H
    Boston, Massachusetts 02109

-- Wilmington Trust;
    Attn: Patrick Healy
    Rodney Square North
    1100 North Market Street
    Wilmington, Delaware 19890-1600
    Tel. No. (302) 636-6391

-- Taberna Capital Management, LLC;
    Attn: Rafael Licht
    450 Park Avenue
    New York, New York 10022
    Tel. No. (212) 300-6901

-- Macy's Inc.;
    Attn: Carl L. Goetemoeller
    7 West Seventh Street
    Cincinnati, Ohio 45202
    Tel. No. (513) 579-7666

-- General Electric Capital Corp.; and
    Attn: Carl L. Goetemoeller
    201 Merritt
    Norwalk, CT 06856
    Tel. No. (513) 956-4405

-- Millard Mall Services, Inc.
    Attn: Lawrence B. Kugler
    7301 North Cicero Avenue
    Lincolnwood, IL 60712
    Tel. No. (847) 763-2040

                   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)


GMAC INC: Bankruptcy Would Have Cost Treasury $50 Billion
---------------------------------------------------------
ABI reports that the Treasury Department's lead auto industry
adviser said bankruptcy for GMAC Inc., the auto and home lender
majority owned by the U.S. government, would have cost the
government as much as $50 billion.

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.


GOTTSCHALKS INC: Fred Ruiz Resigns as Director of Board
-------------------------------------------------------
On February 23, 2010, Fred Ruiz resigned as a member of the Board
of Directors of Gottschalks Inc., effective immediately.
According to the Company, the resignation of Mr. Ruiz is not the
result of a disagreement with the Company on any matter relating
to the Company's operations, policies or practices.

The Company reported net income of $1,139,000 for the reporting
period January 3, 2010, through Janaury 30, 2010.

At January 30, 2010, the Company had $37,587,000 in total assets
and $77,455,000 in total liabilities, resulting in a stockholders'
deficit of $39,868,000.

                     About Gottschalks Inc.

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com/-- is a regional
department store chain, operating 58 department stores and three
specialty apparel stores in six western states.  Gottschalks
offers better to moderate brand-name fashion apparel, cosmetics,
shoes, accessories and home merchandise.

The Company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  O'Melveny & Myers LLP
represents the Debtor in its Chapter 11 case.  Lee E. Kaufman,
Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., serves as the Debtors' co-counsel.  The Debtor selected
Kurtzman Carson Consultants LLC as its claims agent.  The U.S.
Trustee for Region 3 appointed seven creditors to serve on an
official committee of unsecured creditors.  When the Debtor filed
for protection from its creditors, it listed $288,438,000 in total
assets and $197,072,000 in total debts.


GOTTSCHALKS INC: GE Capital Blasts Liquidation Plan
---------------------------------------------------
Law360 reports that General Electric Capital Corp. has lashed out
at Gottschalks Inc.'s liquidation plan, saying it fails to make
good on certain obligations Gottschalks owes GE Capital as a
lender.

Under Gottschalks Inc.'s plan, unsecured creditors will split the
$4 million to $10 million left after secured and other higher-
priority claims are paid in full.  Unsecured claims are expected
to aggregate $75 million to $105 million.  The amount for payment
toward unsecured claims doesn't include recoveries from lawsuits,
including preference suits against suppliers who were paid within
90 days of bankruptcy.

                       About Gottschalks Inc.

Headquartered in Fresno, California, Gottschalks Inc. (Pink
Sheets: GOTTQ.PK) -- http://www.gottschalks.com/-- is a regional
department store chain, operating 58 department stores and three
specialty apparel stores in six western states.  Gottschalks
offers better to moderate brand-name fashion apparel, cosmetics,
shoes, accessories and home merchandise.

The Company filed for Chapter 11 protection on January 14, 2009
(Bankr. D. Del. Case No. 09-10157).  O'Melveny & Myers LLP
represents the Debtor in its Chapter 11 case.  Lee E. Kaufman,
Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger,
P.A., serves as the Debtors' co-counsel.  The Debtor selected
Kurtzman Carson Consultants LLC as its claims agent.  The U.S.
Trustee for Region 3 appointed seven creditors to serve on an
official committee of unsecured creditors.  When the Debtor filed
for protection from its creditors, it listed $288,438,000 in total
assets and $197,072,000 in total debts.


GRAY COMMUNICATIONS: Bank Debt Trades at 10% Off
------------------------------------------------
Participations in a syndicated loan under which Gray
Communications is a borrower traded in the secondary market at
89.70 cents-on-the-dollar during the week ended Friday, Feb. 26,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
1.49 percentage points from the previous week, The Journal
relates.  The Company pays 150 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Dec. 21, 2014, and
carries Moody's Caa1 rating and Standard & Poor's CCC rating.  The
debt is one of the biggest gainers and losers among 188 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Formerly known as Gray Communications System Gray Television,
Inc., Atlanta, Georgia-based Gray Television, Inc., is a
television broadcast company.  Gray currently operates 36
television stations serving 30 markets.  Each of the stations are
affiliated with either CBS (17 stations), NBC (10 stations), ABC
(8 stations) or FOX (1 station).  In addition, Gray currently
operates 38 digital second channels including 1 ABC, 4 Fox, 7 CW,
16 MyNetworkTV and 1 Universal Sports Network affiliates plus 8
local news/weather channels and 1 "independent" channel in certain
of its existing markets.

Gray Television carries 'CCC' issuer credit ratings from Standard
& Poor's and 'Caa1' corporate family rating from Moody's.


GROUP HEALTH: S&P Assigns 'BB-' Counterparty Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned 'BB-'
counterparty credit and financial strength ratings to Group Health
Inc.

Standard & Poor's also said that it assigned 'BB+' counterparty
credit and financial strength ratings to two downstream
subsidiaries of Health Insurance Plan of Greater New York
(BB+/Stable): ConnectiCare of Massachusetts Inc. and ConnectiCare
of New York.

Standard & Poor's also affirmed its 'BB+' counterparty credit and
financial strength ratings on HIP of Greater New York and its
subsidiaries.  The outlooks on all ConnectiCare entities are
negative, and the outlooks on GHI and HIP are stable.

"The ratings on GHI are constrained by its weak risk-adjusted
capitalization, which S&P consider the key weakness, and marginal
operating performance overall, noted Standard & Poor's credit
analyst Shellie Stoddard.  "GHI has filed a plan for surplus
restoration with New York State to address its $100 million
deficiency."

The ratings on HIP are based on its good competitive position in
the New York State and Connecticut markets, good risk-adjusted
capitalization, and good liquidity profile, offset by marginal
operating performance.  The negative outlook on the ConnectiCare
subsidiaries reflects the weaker earnings and capitalization that
emerged in 2009.

GHI, like HIP, is a not-for-profit affiliate of EmblemHealth Inc.,
a New York regional health plan organization.  S&P analyzes GHI
and HIP on a stand-alone basis, including credit given for group
enhancement through shared strategic and operational strengths but
excluding any credit given for potential capital movement between
the entities.

If EmblemHealth completes its plan for a for-profit conversion,
GHI and HIP will be converted to three for-profit entities that
will provide insurance, HMO, and dental coverage.  At that time,
S&P would likely view the successor plans to GHI and HIP to be
core to each other and the overall EmblemHealth group.  S&P's
criteria would also indicate a holding-company rating of three
notches below the notional group operating rating, reflecting
structural and regulatory subordination to holding-company
obligations.

S&P expects that GHI will mirror EmblemHealth's operating
performance improvement in 2010, supported by pricing corrections
in its commercial book of business and successful implementation
of targeted medical and care-management strategies.  Although
positive net earnings should provide improvement in capital in
2010, S&P still expects capital to remain a weakness to the
rating.

For 2010, Standard & Poor's expects that EmblemHealth will
generate about $9 billion-$10 billion in premium revenues and
adjusted pretax income of about $60 million-70 million, for a
return on revenue of about 0.7%-0.8%.  GHI will have a slightly
higher margin.  S&P expects that consolidated medical membership
(excluding ancillary insured and stand-alone Part D members) will
decrease by about 4%-5% to about 2.6 million-2.7 million members
by year-end 2010, driven by losses in the commercial and state-
sponsored members.  Capitalization should remain a rating weakness
at GHI but a strength on a consolidated basis, with continued
capital redundancy at the rating level based on Standard & Poor's
model.

"Given the marginal level of EmblemHealth's earnings and
historically volatile operating performance, S&P does not believe
a positive rating action is likely in the next 12-18 months," Ms.
Stoddard added.  "However, if EmblemHealth is unable to turn
around its commercial business, if it suffers from any additional
decline in earnings, or if consolidated capitalization were to
weaken from its current level, S&P would likely consider a
negative rating action.  Similarly, if GHI is unable to
successfully turn around its commercial business or if its capital
declines further, S&P will likely lower the rating."


HARRAH'S ENTERTAINMENT: HOC Bank Debt Trades at 0.28% Off
---------------------------------------------------------
Participations in a syndicated loan under which Harrah's Operating
Company, Inc., is a borrower traded in the secondary market at
99.72 cents-on-the-dollar during the week ended Friday, Feb. 26,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.63 percentage points from the previous week, The Journal
relates.  The Company pays 750 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 23, 2016, and
carries Moody's Caa1 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among 188 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Las Vegas, Nevada-based Harrah's Entertainment, Inc. --
http://www.harrahs.com/-- through its wholly owned subsidiary,
Harrah's Operating Company, Inc., operates nearly 40 casinos
across the United States, primarily under the Harrah's(R),
Caesars(R) and Horseshoe(R) brand names; Harrah's also owns the
London Clubs International family of casinos and the World Series
of Poker(R).  Private equity firms Apollo Global Management and
TPG Capital LP acquired Harrah's in January for $31 billion.

As of June 30, 2009, the Company had $30.7 billion in total assets
and total current liabilities of $1.71 billion, long-term debt of
$19.3 billion, deferred credits and other of $718.2 million,
deferred income taxes of $5.74 billion, and preferred stock of
$2.46 billion.

Harrah's Entertainment carries a 'Caa3' Corporate Family rating,
and a 'Caa3' Probability of default rating from Moody's.  The
ratings "reflect very high leverage and a negative outlook for
gaming demand over the next year," Moody's said in September 2009.


HAYASHI ASSET: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Hayashi Asset Management, L.L.C.,
        a Nevada Limited Liability Company
        3530 Wilshire Blvd., Suite 1655
        Los Angeles, CA 90010

Bankruptcy Case No.: 10-16721

Chapter 11 Petition Date: February 24, 2010

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

Debtor's Counsel: David Weinstein, Esq.
                  Richardson & Patel LLP
                  Murdock Plaza
                  10900 Wilshire Blvd., Ste 500
                  Los Angeles, CA 90024
                  Tel: (310) 208-1182
                  Fax: (310) 208-1154
                  Email: dweinstein@richardsonpatel.com

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

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

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

            http://bankrupt.com/misc/cacb10-16721.pdf

The petition was signed by Edgardo J. Maliksi, manager of the
Company.


HERTZ CORP: Bank Debt Trades at 2% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which The Hertz
Corporation is a borrower traded in the secondary market at 97.59
cents-on-the-dollar during the week ended Friday, Feb. 26, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.75
percentage points from the previous week, The Journal relates.
The Company pays 175 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Dec. 21, 2012, and carries
Moody's B a1 rating and Standard & Poor's BB- rating.  The debt is
one of the biggest gainers and losers among 188 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

The Hertz Corporation, a subsidiary of Hertz Global Holdings, Inc.
(NYSE: HTZ), based in Park Ridge, New Jersey, is the world's
largest general use car rental brand, operating from approximately
8,000 locations in 147 countries worldwide.  Hertz also operates
one of the world's largest equipment rental businesses, Hertz
Equipment Rental Corporation, through more than 375 branches in
the United States, Canada, France, Spain and China.

In July, Fitch Ratings downgraded Hertz Corporation's Issuer
Default Rating to 'BB-' from 'BB', and Moody's lowered Hertz's
Corporate Family Rating and Probability of Default to 'B1' from
'Ba3'.


HOLLYWOOD MOTION PICTURE: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Hollywood Motion Picture Trust
        4124 North Ryan Road
        Creston, CA 93432

Bankruptcy Case No.: 10-10864

Chapter 11 Petition Date: February 24, 2010

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

Judge: Robin Riblet

Debtor's Counsel: Peter Susi, Esq.
                  7 W Figueroa 2nd Fl
                  Santa Barbara, CA 93101-3191
                  Tel: (805) 965-1011
                  Fax: (805) 965-7351
                  Email: cheryl@msmlaw.com

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

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

According to the schedules, the Company has assets of $5,261,474,
and total debts of $5,556,944.

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

The petition was signed by Todd Fisher, trustee of the Company.


H.P.W. LTD: Case Summary & 3 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: H.P.W. Ltd.
        c/o William K. Haines, Jr.
        8050 Freedom Avenue NW
        North Canton, OH 44720

Bankruptcy Case No.: 10-60618

Chapter 11 Petition Date: February 24, 2010

Court: United States Bankruptcy Court
       Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Patrick J. Keating, Esq.
                  Buckingham, Doolittle & Burroughs LLP
                  3800 Embassy Parkway, Suite 300
                  Akron, OH 44333
                  Tel: (330) 258-6554
                  Fax: (330) 252-5554
                  Email: pkeating@bdblaw.com

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

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

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

            http://bankrupt.com/misc/ohnb10-60618.pdf

The petition was signed by William K. Haines, Jr., partner of the
Company.


HUFFY CORP: Plan Discharged Retailer's Indemnification Claim
------------------------------------------------------------
WestLaw reports that regardless of whether a bankruptcy court
adopted the "conduct" or the  "relationship/fair contemplation"
test, a retailer that had a preexisting relationship with a
Chapter 11 debtor-manufacturer, pursuant to which it purchased
products from the debtor for sale to consumers at its stores and
enjoyed a contractual right to indemnification under an agreement
that the parties had executed well in advance of the debtor's
bankruptcy, had a contingent, prepetition claim for indemnity for
which it, like other retailers with which the debtor enjoyed such
a relationship, should have filed a proof of claim, and which was
discharged in bankruptcy.  It did not matter that an accident
involving a basketball pole allegedly manufactured by the debtor,
which allegedly triggered the retailer's right to indemnity, did
not occur until after the petition was filed.  Treating the claim
as a prepetition claim that was discharged in bankruptcy was not
unfair to the retailer, as the parties clearly contemplated the
possibility of liability arising from sale of the debtor's
products prior to its bankruptcy filing, as demonstrated by the
terms of the indemnification clause, and as retailer had actively
participated in the bankruptcy proceedings.  In re Huffy Corp., --
- B.R. ----, 2010 WL 622054 (Bankr. S.D. Ohio) (Walter, J.).

Headquartered in Miamisburg, Ohio, Huffy Corporation --
http://www.huffy.com/-- designs and supplies wheeled and related
products, including bicycles, scooters and tricycles.  The Company
and its debtor-affiliates filed for chapter 11 protection on
Oct. 20, 2004 (Bankr. S.D. Ohio Case No. 04-39148).  Kim Martin
Lewis, Esq., and Donald W. Mallory, Esq., at Dinsmore & Shohl LLP,
represented the Debtors in their successful restructuring of
$138,700,000 in assets and $161,200,000 in debts.  The Court
confirmed the Debtors' chapter 11 Plan on Sept. 23, 2005, and
Huffy emerged from chapter 11 in Oct. 2005.


IMAGEWARE SYSTEMS: Stonefield Josephson Raises Going Concern Doubt
------------------------------------------------------------------
Stonefield Josephson, Inc., in Irvine, California, expressed
substantial doubt about ImageWare Systems, Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements as of and for the years ended
December 31, 2008, and 2007.  The independent auditors reported
that the Company has incurred substantial losses since inception,
experienced negative cash flows from operations, and has negative
working capital as of December 31, 2008.

As of the end of the third quarter of 2008 the Company was faced
with limited funds for operations and was compelled to suspend SEC
filings.

The Company reported a net loss of $5,718,000 on revenues of
$6,515,000 for the year ended December 31, 2008, compared to a net
loss of $4,685,000 on revenues of $8,488,000 for the year ended
December 31, 2007.

Results for the twelve months ended December 31, 2008, include
impairment losses of $742,000 for long-lived intangible assets
acquired in the Company's December 2007 purchase of certain assets
of Sol Logic, Inc.

                          Balance Sheet

At December 31, 2008, the Company's consolidated balance sheets
showed $5,237,000 in total assets and $6,269,000 in total
liabilities, resulting in a $1,032,000 shareholders' deficit.

The Company's consolidated balance sheets at December 31, 2008,
also showed strained liquidity with $884,000 in total current
assets available to pay $5,069,000 in total current liabilities.

A full-text copy of the Company's 2008 annual report is available
for free at http://researcharchives.com/t/s?5559

                         Q3 2009 Results

The Company reported a net loss of $4,693,000 on revenues of
$4,394,000 for the nine months ended September 30, 2008, compared
to a net loss of $3,399,000 on revenues of $6,624,000 for the same
period in 2007.

A full-text copy of the Company's Q3 2009 report is available at
no charge at http://researcharchives.com/t/s?555a

                     About ImageWare Systems

ImageWare Systems, Inc. -- http://www.iwsinc.com/-- provides
software-based identity management solutions.  The Company's
"flagship" product is the IWS Biometric Engine, a multi-biometric
platform that is hardware and algorithm independent, enabling the
enrollment and management of unlimited population sizes.  The
Company, formerly known as ImageWare Software, Inc., was founded
in 1987 and is headquartered in San Diego, California.


INFOLOGIX INC: David Gulian Holds 3.4% of Common Stock
------------------------------------------------------
David T. Gulian may be deemed to have sole voting and dispositive
power over 125,976 shares of Common Stock of InfoLogix, Inc., that
includes 91,101 shares owned by Mr. Gulian, 24,375 shares that may
be acquired upon the exercise of a warrant held directly by Mr.
Gulian, and 10,500 shares that may be acquired upon the exercise
of vested options.  Mr. Gulian may also be deemed to have shared
voting and dispositive power over 2,000 shares of Common Stock
that he holds jointly with Ann Marie Gulian.  Accordingly, Mr.
Gulian may be deemed to be the beneficial owner -- within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934 --
of 127,976 shares of Common Stock, which represents approximately
3.4% of the shares of Common Stock deemed to be outstanding
pursuant to Rule 13d-3(d)(1).

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.

                       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: IL Venture Capital No Longer Holds Shares
--------------------------------------------------------
IL Venture Capital, LLC, and Ira M. Lubert disclosed that as of
December 31, 2009, they no longer hold shares of common stock of
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: Richard Hodge Holds 3% of Common Stock
-----------------------------------------------------
Richard D. Hodge may be deemed to have sole voting and dispositive
power over 113,141 shares of Common Stock of InfoLogix, Inc., that
includes 89,578 shares owned by Mr. Hodge, 11,563 shares that may
be acquired upon the exercise of a warrant held directly by Mr.
Hodge, and 12,000 shares that may be acquired upon the exercise of
vested options.  Accordingly, Mr. Musser may be deemed to be the
beneficial owner -- within the meaning of Rule 13d-3 under the
Securities Exchange Act of 1934 -- of 89,578 shares of Common
Stock, which represents approximately 3.0% of the shares of Common
Stock deemed to be outstanding pursuant to Rule 13d-3(d)(1).

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.

                       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: Warren Musser Holds 2.1% of Common Stock
-------------------------------------------------------
Warren V. Musser may be deemed to have sole voting and dispositive
power over 80,133 shares of Common Stock of InfoLogix, Inc., that
includes 52,133 shares owned by Mr. Musser, 24,000 shares that may
be acquired upon the exercise of a warrant held directly by Mr.
Musser, 2,000 shares that may be acquired upon the exercise of
vested options and 2,000 shares of Common Stock held by The Musser
Foundation, of which Mr. Musser is President and Treasurer.
Accordingly, Mr. Musser may be deemed to be the beneficial owner -
- within the meaning of Rule 13d-3 under the Securities Exchange
Act of 1934 -- of 80,133 shares of Common Stock, which represents
approximately 2.1% of the shares of Common Stock deemed to be
outstanding pursuant to Rule 13d-3(d)(1).

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.

                       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."


IRON MOUNTAIN: New Repurchase Program Won't Affect Moody's Rating
-----------------------------------------------------------------
Moody's Investors Service said Iron Mountain Incorporated's B1
Corporate Family Rating and positive outlook are unchanged after
the company announced its board of directors has approved a new
share repurchase program and initiated a new dividend policy.

The last rating action on Iron Mountain occurred on August 5, 2009
when Moody's assigned a B2 rating to the proposed $450 million
senior subordinated notes due 2021 and affirmed the company's
ratings.

Headquartered in Boston, Massachusetts, Iron Mountain is an
international provider of information storage and protection
related services.  The company reported 2009 revenue of
$3 billion.


ISLE OF CAPRI: Bank Debt Trades at 2% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Isle of Capri
Casinos, Inc., is a borrower traded in the secondary market at
97.83 cents-on-the-dollar during the week ended Friday, Feb. 26,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.64 percentage points from the previous week, The Journal
relates.  The Company pays 175 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Dec. 19, 2013, and
carries Moody's B1 rating and Standard & Poor's B+ rating.  The
debt is one of the biggest gainers and losers among 188 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Isle of Capri Casinos, Inc., located in Saint Louis, Missourri,
owns and operates 18 casino properties throughout the U.S.  The
company also has international gaming interests in the Grand
Bahamas and England.  Net revenue for the 12-month period ended
Oct. 26, 2008, was about $1.1 billion.


J. CALDERON ENTERPRISES: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: J. Calderon Enterprises, Inc.
        244-250 Pelham Road
        New Rochelle, NY 10805

Bankruptcy Case No.: 10-22324

Chapter 11 Petition Date: February 24, 2010

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

Judge: Robert D. Drain

Debtor's Counsel: John W. Freeman, Esq.
                  211-31 Jamaica Avenue
                  Queens Village, NY 11429
                  Tel: (347) 581-4485
                  Fax: (917) 386-2569
                  Email: spedlit625@aol.com

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

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

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

The petition was signed by Javier Calderon, president of the
Company.


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.


JOHN MANEELY: Bank Debt Trades at 6% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which John Maneely
Company is a borrower traded in the secondary market at 93.61
cents-on-the-dollar during the week ended Friday, Feb. 26, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 1.29
percentage points from the previous week, The Journal relates.
The Company pays 325 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Dec. 9, 2013, and carries
Moody's B3 rating and Standard & Poor's B rating.  The debt is one
of the biggest gainers and losers among 188 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Headquartered in Beachwood, Ohio, John Maneely Company
manufactures steel pipe, hollow structural steel, electrical
conduit products and tubular products at ten manufacturing
facilities in the U.S. and Canada.  The Company is number one or
two in its key product areas: HSS, standard pipe and electrical
conduit.  JMC also enjoys leading market positions in the
galvanized mechanical tube and fittings markets.  Its products are
sold principally to plumbing and electrical distributors.  JMC's
parent, DBO Holdings, Inc., is approximately 55% owned by the
Carlyle Partners IV, LP.


KMART CORP: Court Slaps $10 Mil. Fine on Former CEO Conway
----------------------------------------------------------
Reuters reports that Magistrate Judge Steven Pepe on Thursday
ordered former Kmart Corporation chief executive, Charles Conaway,
to pay more than $10 million for misleading shareholders about
Kmart's prospects before its 2002 bankruptcy.  Judge Pepe held
that Mr. Conaway as chief executive had played a central role in
the securities violations and gave false testimony under oath.

According to Reuters, the Court fined Mr. Conaway $2.5 million and
ordered him to return a $5 million loan and about $2.7 million of
interest.

The U.S. Securities and Exchange Commission sued Mr. Conaway in
2005, accusing him of duping investors in the management
discussion and analysis portion of a third-quarter 2001 securities
filing and during a November 27, 2001, conference call.  According
to the Commission, Mr. Conaway failed to tell investors that Kmart
faced a cash shortage and was delaying payments to vendors in the
months before it filed for bankruptcy.

A federal jury in June 2009 found Mr. Conaway hid information
about Kmart's cash shortage, aiding and abetting Kmart's
misstatements.  The Troubled Company Reporter on January 22, 2010,
said Mr. Conaway lost a bid to reverse that 2009 jury verdict.

Reuters relates that Judge Pepe denied the SEC's request to bar
Mr. Conaway from serving as an officer or director of a public
company.

According to Reuters, Scott Lassar, Esq., a partner at Sidley
Austin in Chicago who represents Mr. Conaway, said his client
planned to appeal the verdict and the penalty.  "Mr. Conaway did
not get a dime from Kmart that he did not earn, and there were no
ill-gotten gains," Mr. Lassar said, according to Reuters.  Mr.
Lassar, Reuters continues, also referred to a 2005 arbitration
panel decision finding no basis to hold Mr. Conaway personally
liable for Kmart's problems.

Kmart Corporation is a predecessor operating company of Kmart
Holding.  In January 2002, Kmart Corp. and 37 of its U.S.
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the federal bankruptcy laws.  The Debtors emerged
from bankruptcy on May 6, 2003, pursuant to the terms of an
Amended Joint Plan of Reorganization.  Kmart completed its merger
with Sears, Roebuck and Co. on March 24, 2005.


LAMAR MEDIA: S&P Raises Rating on Subordinated Notes to 'B+'
------------------------------------------------------------
Standard & Poor's Ratings Services revised its recovery rating on
Baton Rouge, La.-based Lamar Media Corp.'s subordinated notes to
'4', indicating S&P's expectation of average (30% to 50%) recovery
for noteholders in the event of a payment default, from '5'.  At
the same time, S&P raised its issue-level rating on these
securities to 'B+' (at the same level as its 'B+' corporate credit
rating on the company) from 'B', in accordance with S&P's notching
criteria for a '4' recovery rating.

S&P affirmed its other existing ratings on Lamar Media Corp. and
parent company Lamar Advertising Co., including the 'B+' corporate
credit rating.  S&P's ratings are based on the consolidated
creditworthiness of the parent.

"The revised recovery rating reflects S&P's expectation for a
smaller decrease in cash flow in its simulated default scenario
than S&P had previously factored," said Standard & Poor's credit
analyst Ariel Silverberg.  "This is due to a moderation of S&P's
previous assumption of a rapid and severe decline in cash flow
resulting from a weak and uncertain advertising environment, in
light of the company's performance in 2009.  The resulting
increase in net enterprise value versus S&P's previous analysis
was sufficient enough to improve the recovery prospects for
holders of the subordinated debt to warrant the change in recovery
rating."

The 'B+' corporate credit rating reflects the company's high debt
leverage, heavy term loan amortization burden, and aggressive
financial policy.  Lamar's strong position in small-to-midsize
outdoor advertising markets, its consistently high EBITDA margin,
and S&P's expectation for continued positive discretionary cash
flow generation over the intermediate term somewhat temper the
company's weaknesses.


LAS VEGAS SANDS: Bank Debt Trades at 13% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 87.30 cents-
on-the-dollar during the week ended Friday, Feb. 26, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.88
percentage points from the previous week, The Journal relates.
The Company pays 175 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 1, 2014, and carries
Moody's B3 rating and Standard & Poor's B- rating.  The debt is
one of the biggest gainers and losers among 188 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) --
http://www.lasvegassands.com/-- owns and operates The Venetian
Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo
and convention center.  The company also owns and operates the
Sands Macao, the first Las Vegas-style casino in Macao, China.

As reported by the TCR on Aug. 4, 2009, Moody's placed Las Vegas
Sands Corp.'s ratings, including its 'B3' Corporate Family Rating,
on review for possible downgrade.  Moody's cited weak operating
results and heightened concern regarding the Company's ability to
maintain compliance with financial covenants, among other things.

The Company also carries 'B-' issuer credit ratings from Standard
& Poor's.


LAS VEGAS TV: Files for Chapter 11 in Nevada
--------------------------------------------
Las Vegas TV Partners LLC filed for Chapter 11 on February 26
(Bankr. D. Nev. Case No. 10-13140).

The Chapter 11 petition says that assets are between $1 million
and $10 million, while debts range from $10 million to $50
million.

Stephen R. Harris, Esq., at Belding, Harris & Petroni, Ltd.,
represents the Debtor in its Chapter 11 effort.

Las Vegas TV said it plans to restructure its debt and "create a
healthier business model".

According to LasVegasNOW.com, Station Manager and Sales Director
Lisa Amerson Lychock said in a statement, "Our dedicated employees
will retain their jobs and benefits, our advertisers will continue
to receive top quality customer service for their investment and
we will continue to maintain and seek top quality programming
opportunities for our loyal, committed viewers and advertisers."

Las Vegas TV Partners operates the KTUD Vegas TV station.  Las
Vegas TV Partners LLC is a partnership of Greenspun Broadcasting
and Catalyst Investors.  The station was previously affiliated
with the UPN and WB networks before becoming an independent
station in 2006 and adopting the "Vegas TV" name.  Last year, the
station entered into a sharing agreement with KVBC Channel 3, the
Las Vegas NBC affiliate.


LEVEL 3 COMMS: Bank Debt Trades at 10% Off in Secondary Market
--------------------------------------------------------------
Participations in a syndicated loan under which Level 3
Communications, Inc., is a borrower traded in the secondary market
at 90.04 cents-on-the-dollar during the week ended Friday,
Feb. 26, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 0.58 percentage points from the previous week, The
Journal relates.  The Company pays 225 basis points above LIBOR to
borrow under the facility.  The bank loan matures on March 1,
2014, and carries Moody's B3 rating and Standard & Poor's B-
rating.  The debt is one of the biggest gainers and losers among
188 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

Headquartered in Broomfield, Colorado, Level 3 Communications,
Inc., is a publicly traded international communications company
with one of the world's largest communications and Internet
backbones.

Level 3 Communications carries a 'Caa1' corporate family rating,
and 'Caa2' probability of default rating, with negative outlook
from Moody's, a 'B-' issuer default rating from Fitch, and 'B-'
long term issuer credit ratings from Standard & Poor's.


LEVI STRAUSS: Moody's Affirms Corporate Family Rating at 'B1'
-------------------------------------------------------------
Moody's Investors Service affirmed Levi Strauss & Co.'s Corporate
Family & Probability of Default ratings at B1 and revised the
rating outlook to stable from positive.

LS&Co's rating outlook was revised to stable as Moody's expects
the company's financial leverage to remain high for the near to
intermediate term, representing a credit profile more
representative of its current rather than a higher rating.  "The
company's operating margins have experienced erosion, primarily in
its European business, and as it continues to invest in retail
activities", stated Scott Tuhy, Senior Analyst at Moody's.
"Weaker performance has also arisen to a lesser extent from
underperformance of its Dockers brands", Tuhy added.  While
Moody's expects near term positive impacts on revenues from
acquisitions undertaken in the past year, the rating firm also
expects the company's operating margins will remain pressured.  At
the same time as the company is increasing capital expenditures
for the near term, and is also expected to maintain a dividend
payment, thus Moody's does not anticipate material deleveraging.

LS&Co's B1 rating reflects the company's high financial leverage
and good market position in the highly competitive denim and
casual slacks categories.  The company's ratings also reflect its
solid liquidity profile with significant cash balances, ample
undrawn committed credit facilities, and limited near term debt
maturities.

These ratings were affirmed:

  -- Corporate Family Rating at B1
  -- Probability of Default Rating at B1
  -- Senior Unsecured Notes at B2 (LGD 4, 66%)

Moody's last rating action on Levi Strauss & Co was on April 27,
2009, when the company's B1 rating with a positive outlook was
affirmed.

San Francisco, CA based Levi Strauss & Co. markets apparel
products in more than 110 countries primarily under the "Levi's",
"Dockers" and "Signature by Levi Strauss" brands.  The company had
global net revenues of approximately $4.1 billion for the year
ending November 29, 2009.


LIBERTY MEDIA: Moody's Retains 'B1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service indicated that Liberty Media LLC's B1
Corporate Family Rating, B1 senior unsecured note ratings, SGL-1
speculative-grade liquidity rating and stable rating outlook are
not affected by Liberty Media Corporation's (Liberty's parent)
announcement that it intends to transfer/reattribute approximately
$1.9 billion of assets and liabilities, including $807 million of
cash, to Liberty Interactive from Liberty Capital.  For further
information, see the issuer comment posted to www.moodys.com.

Moody's last rating on action Liberty occurred on November 20,
2009, when it lowered the company's CFR to B1 from Ba2,
Probability of Default Rating to Ba3 from Ba2, and senior
unsecured note rating to B1 from Ba2, concluding the review for
possible downgrade initiated on September 3, 2008.

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

Liberty, headquartered in Englewood, Colorado, is a holding
company that owns and operates a broad range of electronic
retailing, communications, and entertainment businesses and also
owns equity and debt positions in wide variety of technology,
media and telecommunications companies.  Annual revenue is
approximately $10 billion.


LINENS 'N THINGS: Bankruptcy Converted to Chapter 7
---------------------------------------------------
Law360 reports that a federal judge has converted Linens 'N
Things' bankruptcy proceedings to Chapter 7 liquidation based on
the company's concerns that it would not be able to collect enough
cash to implement its confirmed Chapter 11 plan.

Headquartered in Clifton, New Jersey, Linens 'n Things, Inc. --
http://www.lnt.com/-- was the second largest specialty retailer
of home textiles, housewares and home accessories in North
America. As of Sept. 30, 2008, Linens 'n Things operated 411
stores in 47 states and seven provinces across the United States
and Canada.  Linens 'n Things was acquired by private
equity firm Apollo Management in 2006.

On May 2, 2008, these Linens entities filed Chapter 11 petition
(Bankr. D. Del.): Linens Holding Co. (08-10832), Linens 'n Things,
Inc. (08-10833), Linens 'n Things Center, Inc. (08-10834),
Bloomington, MN., L.T., Inc. (08-10835), Vendor Finance, LLC (08-
10836), LNT, Inc. (08-10837), LNT Services, Inc. (08-10838), LNT
Leasing II, LLC (08-10839), LNT West, Inc. (08-10840), LNT
Virginia LLC (08-10841), LNT Merchandising company LLC (08-10842),
LNT Leasing III, LLC (08-10843), and Citadel LNT, LLC (08-10844).
Judge Christopher S. Sontchi presides over the case.

Mark D. Collins, Esq., John H. Knight, Esq., and Jason M. Madron,
Esq., at Richards, Layton & Finger, P.A., are Linens 'n Things'
bankruptcy counsel.  The Debtors' special corporate counsel are
Holland N. O'Neil, Esq., Ronald M. Gaswirth, Esq., Stephen A.
McCaretin, Esq., Randall G. Ray, Esq., and Michael S. Haynes,
Esq., at Morgan, Lewis & Bockius, LLP.  The Debtors'
restructuring management services provider is Conway Del Genio
Gries & Co., LLC.  The Debtors' CRO and Interim CEO is Michael F.
Gries, co-founder of Conways Del Genio Gries & Co., LLC.  The
Debtors' claims agent is Kurtzman Carson Consultants, LLC.  The
Debtors' consultants are Asset Disposition Advisors, LLC, and
Protivit, Inc.  The Debtors' investment bankers are Financo, Inc.,
and Genuity Capital Markets.


LNR PROPERTY: Bank Debt Trades at 16% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which LNR Property Corp.
is a borrower traded in the secondary market at 83.79 cents-on-
the-dollar during the week ended Friday, Feb. 26, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.54 percentage
points from the previous week, The Journal relates.  The Company
pays 275 basis points above LIBOR to borrow under the facility.
The bank loan matures on July 11, 2011, and carries Moody's Ca
rating and Standard & Poor's CCC rating.  The debt is one of the
biggest gainers and losers among 188 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

LNR Property Corp. -- http://www.lnrproperty.com/-- is a real
estate investment and management company spun off from
homebuilding giant Lennar in 1997.  LNR owns and manages a
portfolio of real estate properties and real estate finance
investments (unrated and junk-grade commercial mortgage-backed
securities and collateralized debt obligations, high-yield
mortgage loans, and mezzanine financing).  Its LandSource
Communities Development joint venture with Lennar develops and
sells homes as well as land for residential or commercial use; it
owns Newhall Land and Farming.  LandSource declared bankruptcy in
2008, a victim of the housing downturn.  LNR is a subsidiary of
Cerberus Capital Management, which owns a 75% stake in the company
through LNR Property Holdings.

As reported by the Troubled Company Reporter on Sept. 18, 2009,
Moody's Investors Service downgraded the ratings of LNR Property
Corporation's senior bank credit facility and corporate family
rating to B3 from B2, and placed the ratings under review for
possible downgrade.  The downgrade reflects the accelerated
deterioration in asset quality of the company's CMBS and real
estate investments as a result of the pressures on commercial real
estate fundamentals and the credit markets.


LODGIAN INC: Posts $52.4 Million Net Loss in 2009
-------------------------------------------------
On February 25, 2010, Lodgian, Inc., released its results for the
fourth quarter and full-year ended December 31, 2009.

The Company reported a net loss attributable to common shares of
$52.4 million, or $2.46 per share, for the year ended December 31,
2009, compared to a net loss of $12.0 million, or $0.55 per
diluted share in 2008.

EBITDA from continuing operations hotels declined to
$(2.5) million, compared to $40.2 million the prior year, due
largely to the previously discussed impairment losses.  Adjusted
EBITDA for the same properties decreased from $45.8 million in
2008 to $28.3 million in 2009.  Adjusted EBITDA margins for the 33
continuing operations hotels decreased 500 basis points to 15.0%
for the 2009 full year due to the significant revenue decline.

2009 total revenue for continuing operations hotels declined 17.4%
to $188.5 million from $228.2 million in 2008.  Occupancy
decreased 9.9% to 63.1%, while average daily rate decreased 9.0%
to $96.56 in 2009.  Loss from continuing operations was
$50.3 million, compared to $8.0 million in 2008, due to impairment
losses of $30.7 million recorded during 2009 compared to
$4.5 million of impairment losses recorded during 2008, as well as
the significant decline in revenue.

                      Fourth Quarter Results

For the fourth quarter ended December 31, 2009, net loss
attributable to common shares was $2.3 million, or $0.11 per
share, compared to a net loss of $4.7 million, or $0.22 per share
in the 2008 fourth quarter.  The lower net loss in the 2009 fourth
quarter was due to net income from discontinued operations of
$5.7 million, which was driven by a net $6.1 million gain on
property sales.

EBITDA from continuing operations hotels declined $(3.7) million
to $3.7 million, compared to the prior year's fourth quarter.
Adjusted EBITDA for the same properties decreased from
$8.8 million in the fourth quarter of 2008 to $4.0 million in the
2009 fourth quarter.  Adjusted EBITDA margins for the 33
continuing operations hotels declined 750 basis points to 9.7%
during the 2009 fourth quarter, compared to the 2008 fourth
quarter, due to the significant decline in revenue.

Fourth quarter 2009 total revenue for the Company's 33 continuing
operations hotels declined approximately 18.2% to $41.8 million,
compared to the 2008 fourth quarter.  Occupancy decreased 10.6% to
57.2%, while average daily rate decreased 9.1% to $90.56 in the
2009 fourth quarter.  Loss from continuing operations was
$8.4 million, compared to a loss of $4.9 million in the 2008
fourth quarter.

"Competition remains fierce as hotels in segments above the hotels
in our portfolio continue to discount deeply to attract our
guests," said Dan Ellis, Lodgian president and chief executive
officer.  "This has especially impacted our contract business.
This pricing war, combined with a very strong 2008 fourth quarter
in which we outperformed the industry, impacted our continuing
operations hotels' RevPAR, which was down 18.2%, compared to an
industry average of 11.7%.  Our RevPAR market share declined to
98.9%, compared to 102.5% in the previous year's fourth quarter.
We continue to compete aggressively, but will not take on business
solely for the sake of revenue when there is essentially no
profit."

                    Pending Merger Transaction

As previously disclosed on January 22, 2010, the Company entered
into a definitive agreement to be acquired by LSREF Lodging
Investments, LLC, in a transaction valued at approximately
$270 million, including assumed debt.

Under the terms of the agreement, the purchaser will acquire all
of the outstanding common stock of Lodgian for $2.50 per share in
an all-cash transaction.  The price represents a premium of
approximately 67.%  over Lodgian's average closing share price
during the trading period of one calendar month prior to
January 15, 2010, and 64.3% over Lodgian's average closing share
price during the trading period of six calendar months prior to
January 15, 2010.

Lodgian's Board of Directors has unanimously approved the merger
agreement and has recommended approval of the transaction by
Lodgian shareholders.

                    Asset Disposition Program

During the year, Lodgian sold five hotels for gross proceeds of
$21.9 million.  Of the proceeds, $6.8 million was used for debt
reduction and the remainder for general corporate purposes.

As of December 31, 2009, one property remains classified as held
for sale.

                          Balance Sheet

At December 31, 2009, the Company's unaudted consolidated balance
sheets showed $453.0 million in total assets, $319.7 million in
total liabilities, and $133.3 million in total stockholders'
equity.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $58.0 million in total current
assets available to pay $134.6 milion in total current
liabilities.

At year-end 2009, Lodgian had $31.8 million in unrestricted and
restricted cash on its balance sheet, as well as $6.2 million held
by lenders for various capital expenditure projects.

A full-text copy of the press release is available at no charge at
http://researcharchives.com/t/s?5556

A copy of the conference call script announcing the release of the
fourth quarter and full year results for 2009 is available at no
charge at http://researcharchives.com/t/s?5555

                       Going Concern Doubt

In the fourth quarter of 2009, the Company surrendered the Crowne
Plaza in Worcester, Massachusetts to a receiver appointed by the
lender.  On February 16, 2010, the Company disclosed that it was
surrendering the six hotels in the Merrill Lynch Fixed Rate Pool
#3 to a receiver.  The debt associated with these six hotels was
$45.5 million as of December 31, 2009.

The Company has $56 million of mortgage debt maturing in 2010,
comprising two single-asset mortgages and the Merrill Lynch Fixed
Rate Pool 1.  With respect to the Merrill Lynch Fixed Rate Pool 1,
which is the largest maturity in 2010 with a principal balance of
$34.5 million, the Company discloses that Jones Lang LaSalle
continues to pursue refinancing options for this pool on the
Company's behalf.

As of December 31, 2009, the current portions of the Company's
long-term liabilities were re-classified to current liabilities.
Specifically, the Merrill Lynch Fixed Rate #1 Loan of
$34.5 million, which matures in July, has been classified as a
current liability.

"As a result of these re-classifications, as of December 31, the
Company's current liabilities significantly exceeded its current
assets," said James MacLennan, the Company's chief financial
officer, during the conference call.

"This situation raises the issue of the company's ability to
continue as a going concern.  Therefore, management expects that
Deloitte's opinion, that will accompany our 10-K filing next
month, will include "going concern" language," Mr. MacLennan
reported.

                       About Lodgian, Inc.

Lodgian, Inc. (NYSE Amex Equities: LGN) -- http://www.lodgian.com/
-- is one of the nation's largest independent hotel owners and
operators.  The Company currently owns and manages a portfolio of
28 hotels with 5,359 rooms located in 19 states.  Of the Company's
28-hotel portfolio, 14 are InterContinental Hotels Group brands
(Crowne Plaza, Holiday Inn, Holiday Inn Select and Holiday Inn
Express), 8 are Marriott brands (Marriott, Courtyard by Marriott,
SpringHill Suites by Marriott, Residence Inn by Marriott and
Fairfield Inn by Marriott), two are Hilton brands, and four are
affiliated with other nationally recognized franchisors including
Starwood, Wyndham, and Carlson.


LYONDELL CHEMICAL: Amends Ch. 11 Plan Due to BoNY Settlement
------------------------------------------------------------
Lyondell Chemical Company and its debtor affiliates filed with the
United States Bankruptcy Court for the Southern District of New
York a Third Amended Joint Plan of Reorganization dated
February 16, 2010.

The 3rd Amended Plan was filed as an exhibit to the Debtors'
settlement agreement with The Bank of New York Mellon and the Bank
of New York Mellon Trust Company, N.A.

Under the 3rd Amended Plan, modifications were made in a manner
consistent with the terms agreed to in the BoNY Settlement
Pact, Deryck A. Palmer, Esq., at Cadwalader, Wickersham &
Taft LLP, in New York, explains.

BoNY is the indenture trustee for the holders of certain notes
aggregating (a) $100 million issued by Lyondell Chemical Company,
as predecessor-in-interest of ARCO Chemical Company, and
(b) $225 million issued by Equistar Chemicals, LP.

On the effective date of the 3rd Amended Plan, Reorganized
LyondellBasell will implement the BoNY Settlement along with the
Lender Litigation Settlement they entered into with the Financing
Party Defendants.

The Financing Party Defendants are Citibank, N.A.; Citibank
International plc; Citigroup Global Markets Inc.; Goldman Sachs
Credit Partners, L.P.; Goldman Sachs International; Merrill,
Lynch, Pierce, Fenner & Smith; Merrill Lynch Capital Corporation;
ABN AMRO Inc.; ABN AMRO Bank N.V.; UBS Securities, LLC; UBS Loan
Finance LLC; LeverageSource III S.a.r.l., in its individual
capacity; Ares Management; Bank of Scotland; DZ Bank AG; Kohlberg
Kravis Roberts & Co.; and UBS AG.

According to the 3rd Amended Plan, in full and complete
satisfaction, settlement and release of their claims against the
"Obligor Non-Debtors," if any, and pursuant to distributions in
connection with the Debtors' global restructuring and pursuant to
the Amended Plan, each holder of a Senior Secured Claim will
receive its pro rata share of 100% of the Class A Shares allocable
to the value of Debtor LyondellBasell Industries AF. S.C.A. and
non-Debtor LyondellBasell Industries Holdings B.V. and any of
their direct and indirect subsidiaries, subject to dilution on
account of an equity plan for certain employees of the Reorganized
Debtors and the warrants to be issued to holders of Class 5 Claims
on the Effective Date.

The Obligor Non-Debtors refer to non-debtor affiliates of the
Debtors that are obligors, issuers, borrowers or guarantors under
a December 20, 2007 Senior Secured Credit Agreement and a
December 20, 2007 Bridge Loan Agreement and an August 10, 2005
indenture among LBI, the guarantor parties, Wilmington Trust Co.
as trustee for 8.375% senior notes due 2015 in the principal
amounts of $615 million and EUR500 million issued pursuant to the
2015 Notes Indenture.  A list of the Obligor Non-Debtors is
available for free at:

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

Mr. Palmer explains that a pro rata allocation under the BoNY
Settlement will be used to determine the aggregate distributions
allocable to each of these subcategories of Senior Secured
Claims:

  (i) claims arising under the Senior Secured Credit Agreement,
(ii) claims arising under the Secured Hedge Agreements,
(iii) claims arising under the Arco Notes, and
(iv) claims arising under the Equistar Notes.

                      Global Restructuring

On or prior to the Effective Date, these transactions will be
effectuated in conjunction with the Amended Plan:

  (1) LyondellBasell Industries N.V. or New Topco and
      LyondellBasell Holdings B.V, a newly created, wholly owned
      subsidiary of New Topco will be formed outside the
      existing corporate structure of LyondellBasell.

  (2) LBIH will sell its single share of LBI to non-Debtor
      Basell Funding S.a.r.l.

  (3) LBI will transfer its Claims against the Obligor Non-
      Debtors Basell Finance Company B.V. and LBIH to the
      holders of the Senior Secured Claims.  The holders of
      the claims under the Senior Secured Credit Agreement will
      transfer their claims against the Obligor Non-Debtors and
      Debtor Basell Germany Holdings GmbH to LBHBV in exchange
      for all of the outstanding stock of LBHBV.  The holders of
      Senior Secured Claims will transfer all of the stock of
      LBHBV to New Topco in exchange for Class A Shares of New
      Topco and any other consideration they are to receive
      under the Amended Plan other than subscription rights.
      Citibank, N.A. as security agent under an intercreditor
      agreement dated December 20, 2007, among LBI, the Obligor
      Debtors and Obligor Non-Debtors, Deutsche Bank Trust
      Company America, Merrill Lynch Capital Corporation, BoNY,
      and other parties will sell the stock of LBIH to LBHBV for
      EUR10 in Cash.  The vote of the Senior Secured Lenders on
      the Amended Plan will be deemed to be a direction to
      Citibank to make that sale.  All guarantee claims and
      liens against Obligor Non-Debtors under the 2015 Notes
      Indenture and the Bridge Loan Agreement will be released.
.      Obligor Debtors are those Debtors that are obligors,
      issuers, borrowers or guarantors under the Senior Secured
      Credit Agreement, the Bridge Loan Agreement and the 2015
      Notes Indenture, but are not Schedule III Debtors.  A list
      of the Obligor Debtors is available for free at:

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

      A list of the Schedule III Debtors is available for free
      at http://bankrupt.com/misc/Lyondell_SchedIIIDebtors.pdf

  (4) Debtor LyondellBasell Finance Company will cancel its
      existing stock and will issue new capital stock to New
      Topco.

  (5) LBFC may assign a portion of an LCC/LBFC Intercompany Note
      to New Topco in consideration for cash and a portion of
      the Class A Shares.  New Topco will transfer the remaining
      Class A Shares on account of Claims against the U.S.
      Debtors to LBFC as a capital contribution.  LBFC in turn
      will transfer Class A Shares to each entity that is an
      obligor with respect to these Claims in proportion to the
      outstanding debt issued, and these obligors will
      immediately distribute the Class A Shares to the
      applicable holders of Claims.  The value of Class A Shares
      distributed to the holders of Claims against the U.S.
      Debtors will be equal to the net value of the U.S.
      Debtors.

      LCC/LBFC Intercompany Note refers to an intercompany note
      in the approximate amount of $7.2 billion owed by Lyondell
      Chemical to LBFC.

  (6) LBFC will contribute as capital to Lyondell Chemical the
      remainder of the LCC/LBFC Intercompany Note.

  (7) LBI, Debtor Basell Funding S.a.r.l. and LyondellBasell AF
      GP S.a.r.l. will be dissolved post-emergence in accordance
      with applicable law.

                 Millennium Custodial Trust

Mr. Palmer notes that on or before the Effective Date, a
Millennium Custodial Trust will be formed pursuant to a
Millennium Custodial Trust Agreement and the filing of a
certificate of trust with the Delaware Secretary of State.  The
Delaware Trustee and the Millennium Trust Trustee will be
appointed by the Debtors to administer the Millennium Custodial
Trust.  On the Effective Date, Equistar will transfer all of its
Equity Interests in Quantum Pipeline Company, Equistar
Polypropylene, LLC, Equistar Transportation Company, LLC and
Equistar Funding Corporation, the former subsidiaries of
Equistar, to Millennium Chemicals Inc.

On the Effective Date, certain Debtors, including certain of
MCI's subsidiaries, will transfer certain real property to the
Environmental Custodial Trust.  Subsequently, Lyondell Chemical
will transfer all of its Equity Interests in MCI to the
Millennium Custodial Trust.  By virtue of Lyondell Chemical's
transfer of its Equity Interests in MCI to the Millennium
Custodial Trust, MCI's Subsidiaries, including the Former
Equistar Subsidiaries, will be transferred to the Millennium
Custodial Trust.  The holders of Allowed Claims against MCI will
receive the Millennium Custodial Trust Interests, which will
entitle each holder to its Pro Rata Share of recoveries with
respect to the Millennium Trust Assets, including any recovery by
MCI from its direct and indirect ownership of the MCI
Subsidiaries.

                   Intercompany Agreements

Within 90 days of the Effective Date, the Millennium Trust
Trustee will review all executory contracts and unexpired leases
that exist between any of the Schedule III Debtors and will
determine whether to assume or reject these contracts.  Any
claims arising from the assumption or rejection of these
contracts will be Schedule III Intercompany Claims that will be
treated in accordance with the Amended Plan and payments, if any,
will be directed by the Millennium Trust Trustee.

All executory contracts and unexpired leases that exist between
any of the Schedule III Debtors and a Reorganized Debtor or a
Non-Debtor Affiliate will be deemed rejected as of the Effective
Date, and any claims arising from the rejection will be Schedule
III Intercompany Claims that will be treated in accordance with
the Amended Plan, and the Schedule III Intercompany Claims will
be discharged and waived.

                  Exculpation and Release

As of the confirmation date of the Plan, the Debtors and their
directors, professionals and agents will be deemed to have
solicited acceptances of the Amended Plan in good faith and in
compliance with the applicable provisions of the Bankruptcy Code.

Moreover, these parties and their employees will not have or
incur any liability to any holder of any Claim or Equity Interest
or any other Person for any act or omission taken or not taken in
good faith in connection with the Debtors' Chapter 11 cases, the
Disclosure Statement, the Amended Plan, the DIP Credit Agreement,
the solicitation of votes for and the pursuit of confirmation of
the Plan:

* the Debtors,
* the Reorganized Debtors,
* the Ad Hoc Group of Senior Secured Lenders,
* current and former agents under the Senior Secured Credit
   Agreement and the Bridge Loan Agreement,
* the Senior Secured Credit Agreement Lenders,
* UBS AG, Stamford Branch and Citibank N.A., collectively
   referred to as the DIP Agent,
* the DIP Lenders,
* LeverageSource (Delaware) LLC, an affiliate of Apollo
   Management VII, L.P., AI LBI Investment LLC, an affiliate of
   Access Industries, and Ares Corporate Opportunities Fund III,
   L.P., the Rights Offering Sponsors,
* the Bridge Loan Agreement lenders,
* ABN AMRO Incorporated, Citigroup Global Markets Inc., Goldman
   Sachs Credit Partners L.P., Merrill Lynch, Pierce, Fenner &
   Smith Incorporated and UBS Securities LLC, and their
   affiliates, as Joint Lead Arrangers and Joint Bookrunners and
   in all other capacities under the Senior Secured Credit
   Agreement and the Bridge Loan Agreement,
* holders of ARCO Notes and Equistar Notes,
* BoNY,
* the Creditors Committee,
* Citibank as security agent under the Intercreditor Agreement,
   and
* and the Disbursing Agent under the Amended Plan.

Except for acts or omissions constituting willful misconduct or
gross negligence or bad faith as determined by a final order; and
in all respects, these parties will be entitled to rely upon the
advice of counsel with respect to their duties and
responsibilities under the Amended Plan.

Similarly, upon the occurrence of the Effective Date, the
Debtors, the Reorganized Debtors or their authorized
representative will be deemed to unconditionally and forever
release, waive and discharge all Causes of Action in connection
with or related to the Debtors, their Chapter 11 cases, the
Amended Plan against the Parties subject to exculpation under the
Amended Plan.

However, unless the United States Government or any of its
agencies or any state and local authority has agreed otherwise,
nothing in the Confirmation Order or the Plan (i) will effect a
release of any claim by the United States Government or any of
its agencies or any state and local authority whatsoever,
including, any claim arising under the Internal Revenue Code,
federal securities laws, the environmental laws or any criminal
laws of the United States or any state and local authority
against the parties; (ii) enjoin the United States or any state
or local authority from bringing any claim, suit, action or other
proceedings against the Released Parties for any liability
whatever, including, any claim, suit or action arising under the
Internal Revenue Code, federal securities laws, the environmental
laws or any criminal laws of the United States or any
state or local authority; or (iii) exculpate any party from any
liability to the United States Government or any of its agencies
or any state and local authority whatsoever, including any
liabilities arising under the Internal Revenue Code, federal
securities laws, the environmental laws or any criminal laws of
the United States or any state and local authority against the
Released Parties.

                    Modified Claims Treatment

The Amended Plan also modified treatment of certain classes:

  (1) Class 4 Senior Secured Claims will receive in full and
      complete satisfaction, settlement and release of and in
      exchange for the Allowed Claim against the Debtors:

        (a) its Pro Rata Share of 100% of Class A Shares based
            on the net value allocable to LBFC and its direct
            and indirect subsidiaries, less the number of Class
            A Shares provided to holders of Allowed Claims who
            receive a distribution in Classes 5 and 7-C, and
            subject to dilution on account of the Equity
            Compensation Plan and the New Warrants.  Holders of
            ARCO/Equistar  Claims will receive an additional
            amount of Class A Shares and rights to purchase
            Class B Shares in the Rights Offering, the combined
            value of which will equal the product of $300
            million and ratio of the total Allowed ARCO/Equistar
            Claims to total Allowed Class 4 Claims;

        (b) the right to purchase its Rights Offering Pro Rata
            Share of Class B Shares; and

        (c) an Allowed Claim in Class 7-C in an amount up to
            $9.5 billion against each of the Debtors, provided
            however, that the amount of the Allowed Claim will
            be limited in amount as provided in the Senior
            Secured Credit Agreement, Millennium Notes Indenture
            and Bridge Loan Agreement, as applicable.

            The Millennium Notes Indenture is an indenture dated
            November 27, 1996, between Millennium America Inc.
            and Law Debenture Trust Company of New York, as
            successor to The Bank of New York, pursuant to which
            7.625% senior unsecured notes of Millennium America
            due 2026 in the principal amount of $241 million
            were issued.

  (2) Each of Class 5 Bridge Loan Claims will receive, in full
      satisfaction, settlement and release of and in exchange
      for the Allowed Claim against the Debtors:

       -- an Allowed Claim in Class 7-C against each of the
          Debtors; provided however, that the amount of that
          Allowed Claim will be limited in amount as provided in
          the Senior Secured Credit Agreement, Millennium Notes
          Indenture and Bridge Loan Agreement, as applicable;

       -- its Pro Rata Share of 28,195,099 Class A Shares,
          subject to dilution on account of the Equity
          Compensation Plan and the New Warrants; and

      -- its Pro Rata Share of the New Warrants.

  (3) Each of Class 7-A General Unsecured Claims Against Obligor
      Debtors will receive, in full satisfaction, settlement and
      release of and in exchange for the Allowed Claims:

       -- its Pro Rata Share of Cash totaling $300 million, less
          an amount of Cash distributed to holders of Allowed
          Class 8 Claims on a pro rata basis as if the amount of
          that claimant's Allowed Class 8 Claims were included
          in Class 7-A; and

       -- its Pro Rata Share of the Litigation Trust, less the
          Amount distributed to holders of Allowed Class 8
          Claims on a pro rata basis as if the amount of the
          claimant's Allowed Class 8 Claims were included in
          Class 7-A.

  (4) Class 7-B General Unsecured Claims against Obligor Debtors
      arising from the same primary debt will be allowed against
      only the Obligor Debtor primarily obligated on that debt,
      and all other Claims against any other Obligor Debtor
      based on that primary debt will be deemed disallowed in
      their entirety without further action on the part of the
      Debtors.  However, if the Court does not approve the
      consolidation of the Class 7-A Claims, then the Lender
      Litigation Settlement proceeds will be apportioned as
      determined by the Bankruptcy Court on or after the
      confirmation hearing.  In that event, the Lender
      Litigation Settlement proceeds will be subject to a
      reserve.

  (5) As to Class 7-C General Unsecured Claims against Schedule
      III Debtors, the BoNY Settlement Pro Rata Allocation will
      be used to determine the aggregate distributions allocable
      to these subcategories of Senior Secured Claims:

      -- claims arising under the Senior Secured Credit
         Agreement,
      -- claims arising under the Secured Hedge Agreements,
      -- the Arco Notes Claims, and
      -- the Equistar Notes Claims.

      In the event that the aggregate allowed amount of Senior
      Secured Claims in any subcategory is different from the
      amount assumed to be outstanding in that subcategory for
      purposes of the BoNY Settlement Pro Rata Allocation, the
      aggregate distribution to that subcategory will not
      change, but each holder of an Allowed Senior Secured Claim
      within that subcategory will be entitled to receive its
      pro rata share of the distribution to that subcategory,
      based on the actual aggregate Allowed claims in that
      subcategory.

A breakdown of the estimated unsecured claim recovery for each
Schedule III Debtor is available for free at:


http://bankrupt.com/misc/Lyondell_SchedIIIUnsecuredClaimsRecvry.pd
f

A breakdown of the estimated unsecured claim recovery for each
Non-Obligor Debtor is available for free at:

http://bankrupt.com/misc/Lyondell_EstRecforNon-ObligorDebtors.pdf

Non-Obligor Debtors are those Debtors that are not Obligor Debtors
or Schedule III Debtors.

                      Other Disclosures

The Amended Plan also provides for these terms:

  (i) No New Third Lien Notes or Cram Down Notes will be
      distributed under the Amended Plan in increments of less
      than $1,000.  No fractions of New Common Stock, or New
      Warrants with respect to fractional shares of New Common
      Stock, or Cash in lieu thereof will be distributed.  Cash
      will not be distributed under the Plan in denominations of
      less than one $0.01.

(ii) All executory contracts and unexpired leases that exist
      between any of the Reorganized Debtors or the Reorganized
      Debtors and any Non-Debtor Affiliate will be deemed
      assumed by the Reorganized Debtor at $0 cure, as of the
      Effective Date, but the parties reserve the right to agree
      (a) to a different cure amount and (b) that the amounts
      owed under a rejected contract will be deemed Intercompany
      Claims pursuant to the Amended Plan.

(iii) On the Effective Date, each of the insurance policies and
      insurance agreements issued to or entered into by a Debtor
      or a Debtor's predecessor will be, as applicable, either
      deemed assumed by the applicable Debtors, Reorganized
      Debtors or Schedule III Debtors pursuant to Section 365 of
      the Bankruptcy Code or continued in accordance with its
      terms in a way that each of the parties' contractual,
      legal and equitable rights under each Insurance Policy and
      Insurance Agreement will remain unaltered.

      Nothing in the Amended Plan, the Plan Supplement or an
      order confirming the Amended Plan will affect, impair or
      prejudice the rights and defenses of the Insurers or the
      Debtors, Reorganized Debtors or other insureds under the
      Insurance Policies and Insurance Agreements in any manner.

(iv) During the pendency of the Debtors' Chapter 11 cases, the
      sponsorship of certain U.S. Pension Plans has changed,
      including sponsorship of the (i) Millennium Chemicals Inc.
      Consolidated Retirement Plan, (ii) Pension Plan for
      Eligible Hourly Employees of the Millennium
      Petrochemicals, Inc. Nortech Plant, (iii) Basell Pension
      Plan, (iv) Basell Retirement Income Plan and (v) Basell
      Pension Plan for Hourly Employees at Edison New Jersey.
      Thus, these U.S. Pension Plans will be assumed with the
      new sponsors; provided that the change in sponsorship has
      not resulted, and will not result, in any liability for
      the affected U.S. Pension Plans being removed from the
      Debtors' controlled group.

A full-text copy of the Third Amended Plan is available for free
at http://bankrupt.com/misc/Lyondell_ThirdAmendedPlan.pdf

        Disclosure Statement Hearing Moved to March 8

The Court rescheduled the hearing to consider the adequacy of the
Disclosure Statement to March 8, 2010.

Prior to this, the Court tentatively rescheduled the Disclosure
Statement hearing from February 22, 2010, to March 1.

Moreover, the Court states that the February 22, 2010 record date
to determine creditors that are entitled to vote on the Amended
Plan will be adjusted to coincide more closely with the date that
an order is entered approving the Disclosure Statement.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Proposes Settlement With Oil Insurance
---------------------------------------------------------
Lyondell Chemical Co. and its affiliates ask the Court to approve
a settlement with Oil Insurance Limited.

Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York, says that the Settlement will resolve certain
outstanding issues between the Parties in connection with the
coverage of, and liability under, the Debtors' insurance with Oil
Insurance with respect to the damage to the Debtors' various
facilities caused by Hurricane Rita in September 2005.

Lyondell is a member and insured of Oil Insurance.  Oil Insurance
provided and continues to provide insurance for certain losses
incurred by Lyondell that were part of the Hurricane Rita
aggregation event as set forth in the Oil Policy.  Under the
formula set forth in the Oil Policy, final determination of the
amounts payable due to an aggregation event cannot be made until
all claims with the aggregation event are resolved.

Thus, Oil Insurance and Lyondell wish to partially resolve
Lyondell's Rita claim in advance of the Final Determination of all
amounts payable due to Rita.  Oil Insurance has paid Lyondell an
aggregate of $4,429,542 with respect to the Rita Claim; $2,189,099
was paid prior the Petition Date.  Oil Insurance's best
determination of the ultimate proportionate distribution for
Hurricane Rita at this time is 67.52%.

Thus, the Parties agreed that:

  (1) Lyondell's total covered loss with respect to Hurricane
      Rita is $13,053,713, which is subject to a deductible of
      $5,000,000.  Oil Insurance's full obligation to Lyondell
      with respect to Hurricane Rita would be $8,053,713;

  (2) Oil Insurance will pay to Lyondell $1,008,567, which, when
      added to the Previous Payment will be the product of a
      Scaling Factor of 67.523% and $8,053,713;

  (3) Once the Final Determination is made, the Scaling Factor
      will be adjusted accordingly.  If the adjusted Scaling
      Factor is higher than 67.52%, Oil Insurance agrees to pay
      Lyondell its proportionate share of the additional funds
      based on $8,053,713 of otherwise covered total loss.  If
      the adjusted Scaling Factor is lower than 67.52%, Lyondell
      agrees to pay Oil Insurance the difference between the
      amount paid in accordance with the 67.523% scaling factor
      and the adjusted Scaling Factor after Final Determination
      based on $8,053,713 of covered total loss.  Nothing in the
      Settlement will require Lyondell to pay Oil Insurance an
      amount greater than the total of the Previous Payment plus
      the Current Payment less the Prepetition Payment; and

  (4) the Debtors agreed not to sue, and to release Oil
      Insurance from any and all causes of action, claims, or
      demands of any kind that the Debtors have or may have
      relating to Hurricane Rita.

The Debtors maintain that the Settlement will provide finality
with respect to their insurance reconciliation efforts and free
their resources to pursue more productive tasks.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Reaches Deal With Unsecured Creditors
--------------------------------------------------------
LyondellBasell Industries announced that an agreement has been
reached that will help pave the way to LyondellBasell's emergence
from Chapter 11.  The proposed agreement, which remains subject to
court approval, final internal approval and final documentation,
resolves objections by the Unsecured Creditor's Committee to the
company's settlement of the estate's claims against the parties
who financed the 2007 leveraged buyout of Lyondell by Basell.
That settlement was announced in December 2009.

The new agreement increases the amount that will be distributed on
the effective date of the Plan to the holders of general unsecured
claims, the Millennium Bonds and 2015 Notes from $300 million to
$450 million.  The additional $150 million is to be paid in the
form of reorganized equity which will be funded by reduction in
distributions to the holders of Senior Secured Facility and Bridge
Loan Claims under the Plan.

The dispute between the unsecured creditors and these defendants
has been limiting LyondellBasell's ability to complete approval of
the disclosure statement and Plan of Reorganization.  It is
anticipated that this can be accomplished soon.

As part of the new agreement, the Unsecured Creditor's Committee,
substantial holders of the senior debt and bridge debt and the
2015 Notes Trustee have agreed to support LyondellBasell's Plan.

The proposed settlement is not conditioned on the success of any
particular proposal to raise new capital for LyondellBasell upon
emergence.  We will continue to work with all parties to design a
confirmable Plan of Reorganization that maximizes value for our
creditors while improving the financial stability of the
reorganized company.

The Plan and Disclosure Statement will be revised to implement the
new agreement and the current agreements among various creditor
constituents.  Among other things, the Plan reflects the agreement
among the senior and bridge debt to convert approximately
$18 billion of senior and bridge debt into common equity under the
Plan and the allocation of such equity in the reorganized
LyondellBasell between the holders of such debt upon confirmation
of the Plan.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Wins Approval of Settlement With BoNY
--------------------------------------------------------
Bankruptcy Judge Robert Gerber entered a formal order on
February 17, 2010, authorizing the Debtors' entry into a
settlement agreement with The Bank of New York Mellon and the Bank
of New York Mellon Trust Company, N.A.

BoNY is the indenture trustee for the holders of certain notes
aggregating (a) $100 million issued by Lyondell Chemical Company,
as predecessor-in-interest of ARCO Chemical Company, and
(b) $225 million issued by Equistar Chemicals, LP.

To recall, the Court approved the BoNY Settlement on February 11,
2010, subject to changes that allow Lyondell Chemical Company to
consider offers other than the then Second Amended Joint Plan of
Reorganization based on a rights offering of new stock.

Judge Gerber further held that:

* In agreeing to the BoNY Settlement, the Debtors acted in good
   faith and negotiated at arm's-length;

* In agreeing to the BoNY Settlement, BoNY acted in compliance
   with its duties under the ARCO and Equistar Indentures;

* BoNY negotiated and agreed to the terms of the BoNY
   Settlement in good faith and have ascertained the facts
   pertinent to the BoNY Settlement;

* BoNY exercised only those rights and powers vested in it by
   the ARCO and Equistar Indentures;

* BoNY, on behalf of the holders of the ARCO and Equistar
   Notes, is the sole holder of any and all liens granted by any
   Debtors pursuant to and in accordance with the Equistar
   and ARCO Indenture, thus, BoNY is the sole holder of any
   claim under Section 507(b) of the Bankruptcy Code that may
   arise in connection with the ARCO and Equistar Notes.

* As part of the BoNY Settlement, BoNY has settled any and all
  claims it may have under Section 507(b).

Judge Gerber also acknowledged that at the February 11, 2010
hearing, BoNY and the Debtors agreed to delete a provision in the
BoNY Settlement, which stated that any Party's breach of the
provisions of the BoNY Settlement would cause irreparable damage
to the other Party.

Prior to entry of the February 17 order, the Debtors filed with
the Court a copy of their Third Amended Joint Plan of
Reorganization as an exhibit to the BoNY Settlement.  The 3rd
Amended Plan contain modifications in a manner consistent with the
BoNY Settlement.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MEDICOR LTD: Files First Amended Chapter 11 Plan
------------------------------------------------
Law360 reports that MediCor Ltd. has filed an amended liquidation
plan that includes millions of dollars in settlements with
plaintiffs in a series of securities class actions against the
company's officers and directors and a separate deal with its
receiver, as well as an agreement between MediCor's unsecured
creditors and senior lenders.

BankruptcyData relates that according to the Disclosure Statement,
the Plan is a Plan of Liquidation, pursuant to which the net
proceeds of the prior sale of the Debtors' assets will be
distributed to certain holders of allowed claims.  In sum, the
Plan provides that MediCor's pre-petition senior lenders on
account of their pre-petition secured loans in excess of $57
million will receive the distributable cash, along with their pro
rata share of certain proceeds of litigation to be pursued by a
liquidating trustee appointed under the Plan.

Additionally, pursuant to the Plan and a settlement with the
senior lenders and committee, holders of allowed general unsecured
claims will receive on account of prepetition unsecured
indebtedness owed to them by the Debtors, pro rata shares of the
following after the payment of the reasonable fees and expenses of
a liquidating trustee appointed under the Plan: (i) $700,000 cash,
(ii) $ $275,000.00 and (iii) certain proceeds of litigation to be
pursued by the liquidating trustee.

Under the Plan, administrative expense claims and priority tax
claims are unclassified and are to be paid in full or upon such
other terms as the Debtors and the affected creditor may agree.
Class 1 priority non-tax claims are left unimpaired, and are to be
paid in full, or upon such other terms as the Debtors and the
affected creditor may agree.  Holders of Southwest Exchange
claims, inter-Debtor claims, non-debtor subsidiary claims, stock
claims and equity interests in the Debtors will receive no
distributions.

                         About MediCor Ltd.

Headquartered in North Las Vegas, Nevada, MediCor Ltd. --
http://www.medicorltd.com/-- manufactures and markets products
primarily for aesthetic, plastic and reconstructive surgery and
dermatology markets.  The company and seven of its affiliates
filed for Chapter 11 protection on June 29, 2007 (Bankr. D. Del.
Lead Case No. 07-10877) to effectuate the orderly marketing and
sale of their business.  Dennis A. Meloro, Esq., and Victoria
Watson Counihan, Esq., at Greenberg Traurig, LLP, represent the
Debtors' as Delaware counsel.  The Debtors engaged Alvarez &
Marsal North America, LLC as their restructuring advisor.  David
W. Carickhoff, Jr., Esq., at Blank Rome LLP represents the
Official Committee of Unsecured Creditors as counsel.  In its
schedules of assets and debts, MediCor Ltd. disclosed total assets
of $96,553,019, and total debts of $158,137,507.


MGM MIRAGE: Majority of Lenders Agree to 2014 Extension of Loan
---------------------------------------------------------------
MGM MIRAGE said lenders representing roughly $4.37 billion of the
outstanding commitments under its $5.55 billion senior bank credit
facility have entered into an amendment agreement which, subject
to certain conditions, will extend the maturity of a portion of
the credit facility from October 3, 2011, to February 21, 2014.

Pursuant to the Amendment, a restatement of the Company's senior
credit facility will become effective upon the making of certain
required prepayments and satisfaction of certain documentary
conditions provided that these occur no later than June 30, 2010.

The Restated Loan Agreement will:

    * require the Company to make a 20% reduction in credit
      exposures to lenders which have agreed to extend their
      commitments, other than lenders which have waived the
      reduction -- roughly $820 million;

    * re-tranche the senior credit facility so that roughly
      $1.4 billion of revolving loans and commitments will be
      effectively converted into term loans, leaving a revolving
      credit commitment of $2.0 billion, roughly $400 million of
      which will mature in October 2011;

    * require the Company to repay the roughly $1.2 billion owed
      to lenders who have not agreed to extend their commitments
      by October 2011;

    * extend the maturity date for the remaining roughly
      $3.6 billion under the credit facility through February 21,
      2014 (subject to certain conditions);

    * provide for extension fees and a 100 basis point increase in
      interest rate for extending lenders;

    * continue the existing minimum EBITDA and capital expenditure
      covenants with periodic step-ups during the extension
      period; and

    * permit the Company to issue unsecured debt and equity to
      refinance interim maturities.

The Amendment permits the Company to raise up to $850 million
through the issuance of secured indebtedness to fund all or a
portion of the Required Prepayments.  The Amendment also
authorizes the Company to transfer its 50% interest in Borgata and
related land holdings into a trust as contemplated by a proposed
settlement that the Company continues to negotiate with the New
Jersey Division of Gaming Enforcement.

"This Amendment underscores the tremendous confidence our bank
group has in our Company," said Jim Murren, Chairman and Chief
Executive Officer of MGM MIRAGE.  "The transaction provides us
with additional long-term financial flexibility and reflects our
continued commitment to strengthen our financial position."

"Completing this Amendment represents another important milestone
as we continue to improve our balance sheet and enhance our debt
maturity profile," said Dan D'Arrigo, Executive Vice President and
Chief Financial Officer of MGM MIRAGE.  "This is a testament to
the strength of our bank relationships and the partnership we have
enjoyed with our lenders over the years."

Bank of America, N.A. is the administrative agent for the Restated
Loan Agreement.  The joint lead arrangers for the Restated Loan
Agreement are Banc of America Securities LLC, RBS Securities,
Inc., J.P. Morgan Securities Inc., Barclays Capital, BNP Paribas
Securities Corp., Deutsche Bank Securities Inc., Citibank North
America, Inc., Sumitomo Mitsui Banking Corporation, Bank of
Scotland Plc, Commerzbank, Wachovia Bank, National Association,
Morgan Stanley Senior Funding, Inc. and UBS Securities LLC.

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- owns and operates 16 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, New Jersey,
Illinois and Macau.  CityCenter, an urban metropolis on the Las
Vegas Strip scheduled to open in late 2009, is a joint venture
between MGM MIRAGE and Infinity World Development Corp, a
subsidiary of Dubai World.  MGM MIRAGE Hospitality has entered
into management agreements for future casino and non-casino
resorts throughout the world.

The Company reported $22.51 billion in total assets, $2.38 billion
in total current liabilities, $3.03 billion in deferred income
taxes, $12.97 billion in long term debt, and $256.83 million other
long term obligation, resulting to a $3.87 billion stockholders'
equity as of December 31, 2009.

                         *     *     *

As reported by the Troubled Company Reporter on September 22,
2009, Moody's Investors Service affirmed MGM MIRAGE's Caa2
Corporate Family Rating and Caa3 Probability of Default Rating.
Moody's also assigned a Caa2 rating to the company's new
$475 million 11.375% senior unsecured notes due 2018.  Moody's
also affirmed MGM's SGL-4 Speculative Grade Liquidity rating.  The
rating outlook is negative.

As reported by the TCR on September 24, 2009, Fitch Ratings has
assigned a 'CCC/RR4' rating to MGM MIRAGE's $475 million 11.375%
unsecured notes due 2018.  The notes were priced at a 97.396%
discount to yield 11.875%.  The net proceeds will be used to
reduce credit facility borrowings, and also for general corporate
purposes.  The offering attempts to chip away at the company's
most significant credit hurdle: the maturity of its $5.8 billion
credit facility in 2011, which had $4.1 billion outstanding as of
June 30, 2009.


MGM MIRAGE: Sugerman Resigns From Board of Directors
----------------------------------------------------
MGM MIRAGE on Thursday announced the resignation of one of its
members of the Board of Directors of the Company, Joseph H.
Sugerman, M.D., effective February 25, 2010.  Dr. Sugerman has
resigned to concentrate on the commitments of his medical
practice.

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- owns and operates 16 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, New Jersey,
Illinois and Macau.  CityCenter, an urban metropolis on the Las
Vegas Strip scheduled to open in late 2009, is a joint venture
between MGM MIRAGE and Infinity World Development Corp, a
subsidiary of Dubai World.  MGM MIRAGE Hospitality has entered
into management agreements for future casino and non-casino
resorts throughout the world.

The Company reported $22.51 billion in total assets, $2.38 billion
in total current liabilities, $3.03 billion in deferred income
taxes, $12.97 billion in long term debt, and $256.83 million other
long term obligation, resulting to a $3.87 billion stockholders'
equity as of December 31, 2009.

                         *     *     *

As reported by the Troubled Company Reporter on September 22,
2009, Moody's Investors Service affirmed MGM MIRAGE's Caa2
Corporate Family Rating and Caa3 Probability of Default Rating.
Moody's also assigned a Caa2 rating to the company's new
$475 million 11.375% senior unsecured notes due 2018.  Moody's
also affirmed MGM's SGL-4 Speculative Grade Liquidity rating.  The
rating outlook is negative.

As reported by the TCR on September 24, 2009, Fitch Ratings has
assigned a 'CCC/RR4' rating to MGM MIRAGE's $475 million 11.375%
unsecured notes due 2018.  The notes were priced at a 97.396%
discount to yield 11.875%.  The net proceeds will be used to
reduce credit facility borrowings, and also for general corporate
purposes.  The offering attempts to chip away at the company's
most significant credit hurdle: the maturity of its $5.8 billion
credit facility in 2011, which had $4.1 billion outstanding as of
June 30, 2009.


MICHAEL LUNSFORD: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Michael G. Lunsford
        19991 84th Way
        Scottsdale, AZ 85255

Bankruptcy Case No.: 10-04769

Chapter 11 Petition Date: February 24, 2010

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

Debtor's Counsel: Robert M. Cook, Esq.
                  Law Offices Of Robert M. Cook PLLC
                  219 W Second St
                  Yuma, AZ 85364
                  Tel: (928) 782-7771
                  Fax: (928) 782-7778
                  Email: robertmcook@yahoo.com

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

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

A full-text copy of Mr. Lunsford's petition, including a list of
his 20 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/azb10-04769.pdf

The petition was signed by Mr. Lunsford.


MONEYGRAM INT'L: Board Approves 3 Employee Incentive Plans
----------------------------------------------------------
The Board of Directors of MoneyGram International, Inc., upon
recommendation of the Human Resources and Nominating Committee, on
February 17, 2010, approved:

     -- MoneyGram International, Inc. 2005 Omnibus Incentive Plan,
        as amended February 17, 2010, subject to approval of the
        stockholders of the Corporation at its next Annual Meeting
        of Stockholders.  The Omnibus Plan was amended to: (i)
        increase the aggregate number of shares that may be
        granted to an Eligible Person in any calendar year under
        the Omnibus Plan from 10 million to 12 million shares;
        (ii) an additional provision for Section 162(m)
        limitations for performance awards denominated in shares;
        and (iii) clarification regarding performance awards
        denominated in cash.

     -- MoneyGram International, Inc. Performance Bonus Plan, as
        amended and restated February 17, 2010.  The Bonus Plan
        (formerly known as the MoneyGram International, Inc.
        Amended and Restated Management and Line of Business
        Incentive Plan) was amended to: (i) change the name of the
        plan; (ii) to expand the participant eligibility under the
        Bonus Plan to include professional level employees; and
        (iii) to change the responsibility for implementation and
        administration of the Bonus Plan from the Chief Executive
        Officer to the Executive Vice President, Human Resources
        and Corporate Services.

     -- MoneyGram International, Inc. Severance Plan.  The
        Severance Plan sets forth the monetary and outplacement
        severance benefits the Corporation would provide to an
        eligible employee based upon the employment level of the
        individual and their number of years of service with the
        Corporation.

                      2009 Financial Results

MoneyGram swung to a net income of $18.344 million for the year
ended December 31, 2009, from a net loss of $261.385 million for
year 2008.  Net income for the fourth quarter of 2009 was
$28.124 million from $122.861 million for the same period in 2008.

Full-year total revenue in 2009 was $1.171 billion, up from
$927.1 million in 2008.  Total revenue in 2008 included net
securities losses of $340.7 million and investment revenue that
was $128.9 million more favorable compared with 2009.  Total
revenue in the fourth quarter 2009 was $296.4 million compared
with $319.0 million in the same period in 2008.  Fourth quarter
2008 total revenue included net securities gains of $10.2 million
and investment revenue that was $27.6 million more favorable
compared with 2009.

At December 31, 2009, the Company had total assets of
$5.879 billion against $5.877 billion in total liabilities,
$864.328 million in mezzanine equity and $862.763 million in
stockholders' deficit.

In the fourth quarter of 2009, MoneyGram paid the remaining
$45.0 million outstanding on its revolving credit facility and
made a $40.0 million prepayment on its Senior Tranche B Loan under
its Senior Facility.  In 2009, the Company paid down
$186.9 million, or 19%, of its total outstanding debt.  The
Company ended the year with assets in excess of payment service
obligations of $313.3 million.

The Company has not filed its annual report on Form 10-K with the
Securities and Exchange Commission.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?555b

                   About MoneyGram International

Minneapolis, Minnesota, MoneyGram International (NYSE:MGI) --
http://www.moneygram.com/-- offers more control and more choices
for people separated by distance or with limited bank
relationships to meet their financial needs.  MoneyGram helps
consumers to pay bills quickly and safely send money around the
world in as little as 10 minutes.  Its global network is comprised
of 180,000 agent locations in nearly 190 countries and
territories.  MoneyGram's convenient and reliable network includes
retailers, international post offices and financial institutions.

At December 31, 2009, the Company had total assets of
$5.879 billion against $5.877 billion in total liabilities,
$864.328 million in mezzanine equity and $862.763 million in
stockholders' deficit.


MONEYGRAM INT'L: FMR, Fidelity Own 10.114% of Common Stock
----------------------------------------------------------
FMR LLC and Edward C. Johnson 3d disclosed that they may be deemed
to beneficially own 8,345,708 shares or roughly 10.114% of the
common stock of MoneyGram International.

Fidelity Management & Research Company, a wholly owned subsidiary
of FMR LLC, is also the beneficial owner of 8,345,708 shares or
10.114% of the MoneyGram Common Stock as a result of acting as
investment adviser to various investment companies registered
under Section 8 of the Investment Company Act of 1940.  Edward C.
Johnson 3d and FMR LLC, through its control of Fidelity, and the
funds each has sole power to dispose of the 8,345,708 shares owned
by the Funds.

                   About MoneyGram International

Minneapolis, Minnesota, MoneyGram International (NYSE:MGI) --
http://www.moneygram.com/-- offers more control and more choices
for people separated by distance or with limited bank
relationships to meet their financial needs.  MoneyGram helps
consumers to pay bills quickly and safely send money around the
world in as little as 10 minutes.  Its global network is comprised
of 180,000 agent locations in nearly 190 countries and
territories.  MoneyGram's convenient and reliable network includes
retailers, international post offices and financial institutions.

At December 31, 2009, the Company had total assets of
$5.879 billion against $5.877 billion in total liabilities,
$864.328 million in mezzanine equity and $862.763 million in
stockholders' deficit.


MONEYGRAM INT'L: Guardian Life Owns 13.4% of Common Stock
---------------------------------------------------------
The Guardian Life Insurance Company of America, Guardian Investor
Services LLC, RS Investment Management Co. LLC, and RS Partners
Fund disclosed that as of December 31, 2009, they may be deemed to
beneficially own 11,066,848 shares or roughly 13.4% of the common
stock of MoneyGram International.

The Guardian Life Insurance Company of America is an insurance
company and the parent company of Guardian Investor Services LLC
and RS Investment Management Co. LLC.  Guardian Investor Services
LLC is a registered investment adviser, a registered broker-
dealer, and the parent company of RS Investment Management Co.
LLC.  RS Investment Management Co. LLC is a registered investment
adviser.

                   About MoneyGram International

Minneapolis, Minnesota, MoneyGram International (NYSE:MGI) --
http://www.moneygram.com/-- offers more control and more choices
for people separated by distance or with limited bank
relationships to meet their financial needs.  MoneyGram helps
consumers to pay bills quickly and safely send money around the
world in as little as 10 minutes.  Its global network is comprised
of 180,000 agent locations in nearly 190 countries and
territories.  MoneyGram's convenient and reliable network includes
retailers, international post offices and financial institutions.

At December 31, 2009, the Company had total assets of
$5.879 billion against $5.877 billion in total liabilities,
$864.328 million in mezzanine equity and $862.763 million in
stockholders' deficit.


MONEYGRAM INT'L: To Settle Securities Class Action
--------------------------------------------------
MoneyGram International has entered into memoranda of
understanding to settle federal securities class and stockholder
derivative actions pending in the United States District Court for
the District of Minnesota.  The claims arise out of the subprime
related losses in 2007 and 2008.

"We are pleased to be able to enter into these agreements and
bring to conclusion these legal proceedings," said Pamela H.
Patsley, MoneyGram chairman and CEO.  "My goal since joining
MoneyGram has been to re-focus the organization on our core
business and transform the company into a global market leader.
These agreements will put these claims behind us and move
MoneyGram another step forward towards the achievement of that
goal."

Under terms of the securities class action memorandum of
understanding, the plaintiffs agree in principle to settle the
claims for an $80 million cash payment, all but $20 million of
which will be paid by the Company's insurance coverage.  The
derivative claims memorandum of understanding provides for changes
to MoneyGram's business, corporate governance and internal
controls, some of which have already been implemented in whole or
in part in connection with MoneyGram's recent recapitalization.
The memoranda of understanding are subject to negotiation and
execution of definitive settlement documents containing usual and
customary settlement agreement terms, notice to the class and
shareholders, and approval of the Court.

MoneyGram's three remaining pre-recapitalization directors, having
helped MoneyGram successfully manage the transition of the
company's ownership, management and governance and resolve the
litigation, have determined not to seek re-election as directors
at MoneyGram's annual meeting for the year 2010 in order to ensure
a wholly new post-recapitalization board and wholly new audit
committee.

"MoneyGram is committed to ensuring that its Board of Directors
embodies the highest standards of governance and oversight for
MoneyGram and its shareholders," added Ms. Patsley.  "Our
Nominating Committee and board will work to ensure that the
MoneyGram Board of Directors and Audit Committee are comprised of
directors best suited to uphold these standards."

The company has begun a process to identify new director
candidates and anticipates nominating candidates for election to
the board at the 2010 annual meeting of stockholders.

                   About MoneyGram International

Minneapolis, Minnesota, MoneyGram International (NYSE:MGI) --
http://www.moneygram.com/-- offers more control and more choices
for people separated by distance or with limited bank
relationships to meet their financial needs.  MoneyGram helps
consumers to pay bills quickly and safely send money around the
world in as little as 10 minutes.  Its global network is comprised
of 180,000 agent locations in nearly 190 countries and
territories.  MoneyGram's convenient and reliable network includes
retailers, international post offices and financial institutions.

At December 31, 2009, the Company had total assets of
$5.879 billion against $5.877 billion in total liabilities,
$864.328 million in mezzanine equity and $862.763 million in
stockholders' deficit.


NETWORK DEVELOPMENT: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Network Development, LLC
        1580 Sparkman Dr., Suite 203
        Huntsville, AL 35816

Bankruptcy Case No.: 10-80703

Chapter 11 Petition Date: February 24, 2010

Court: United States Bankruptcy Court
       Northern District Of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: Garland C. Hall, III, Esq.
                  Attorney at Law
                  P.O. Box 2613
                  Decatur, AL 35602
                  Tel: (256) 355-1301
                  Email: gchall3@aol.com

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

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

A list of the Company's 6 largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/alnb10-80703.pdf

The petition was signed by Michael Forehand, managing member of
the company.


NEUMANN HOMES: Court Confirms Plan of Liquidation
-------------------------------------------------
Judge Eugene Wedoff of the U.S. Bankruptcy Court for the Northern
District of Illinois approved and confirmed on February 17, 2010,
the Joint Plan of Liquidation, its modifications and all plan-
related exhibits as satisfying Section 1129 of the Bankruptcy
Code in the Chapter 11 cases of Neumann Homes Inc. and its debtor
affiliates other than the cases of NHI Sky Ranch, LLC and Sky
Ranch, LLC.

The Confirmation Order came barely six months after the Debtors
filed their Plan and Disclosure Statement.  The Disclosure
statement was previously approved by the Court on December 11,
2009, following a series of amendments.

The Debtors stepped Judge Wedoff through the statutory
requirements of Sections 1129(a) and (b) necessary to confirm a
Chapter 11 plan:

A. Section 1129(a)(1) requires that the Plan comply with all
    applicable provisions of the Bankruptcy Code, which include
    compliance with Sections 1122 and 1123, governing
    classification and contents of the Plan.

    The Debtors' Plan meets those requirements.  In addition to
    administrative claims and priority tax claims, which are not
    required to be classified, the Plan designates 12 separate
    classes of claims and interests.  Article III of the Plan
    provides for the separate classification of claims and
    interests with respect to the Debtors based on differences
    in the legal nature or priority of those claims and
    interests.

B. The Debtors relate that they complied with the terms of the
    court orders approving the Disclosure Statement and the
    Solicitation Procedures, and the applicable provisions of
    the Bankruptcy Code.  Accordingly, the requirements of
    Section 1129(a)(2) are satisfied.

C. Section 1129(a)(3) requires that a plan be proposed in good
    faith and not by any means forbidden by law.

    The Debtors maintain that they proposed the Plan in good
    faith.  Consistent with the purpose of Chapter 11 of the
    Bankruptcy Code, the Plan enables holders of claims to
    maximize their possible recoveries under the circumstances.
    The Debtors relate that they are not aware of any viable
    alternative that would allow them to emerge from Chapter 11
    with the recoveries equal to or greater than those projected
    for creditors under the Plan.

D. All payments made or to be made by the Debtors for services
    or expenses in connection with their Chapter 11 cases are
    subject to approval of the Court.  Section 2.1 of the Plan
    provides for the payment only of allowed administrative
    claims, and Article XI of the Plan makes all payments on
    account of the professionals' requests for compensation or
    reimbursement for services rendered prior to the effective
    date subject to the requirements of the Bankruptcy Code and
    orders of the Court.  Accordingly, the Plan complies with
    the requirements of Section 1129(a)(4).

E. Section 1129(a)(5) requires that the proponent of a plan
    disclose the identity of certain individuals who will hold
    positions with the debtors or their successors after
    confirmation.  To the extent the requirements of Section
    1129(a)(5) apply to the Liquidation Trust Administrator and
    the Liquidation Trust Advisor Board members, the Debtors
    disclosed the identity of those individuals.

F. Section 1129(a)(6) does not apply because there is no
    governmental regulatory commission that has jurisdiction
    over the Debtors' rates.

G. The best interests test is satisfied as to each impaired
    class of claims and interests because each dissenting holder
    will receive or retain under the Plan, on account of its
    claim, property of a value, as of the effective date of the
    Plan, that is not less than the amount that it would receive
    in a Chapter 7 liquidation of the Debtors' assets on that
    date.  As a result, the Plan satisfies the requirements of
    Section 1129(a)(7).

H. Section 1129(a)(8) of the Bankruptcy Code requires that each
    class of claims or interests under a plan has either
    accepted the plan or is not impaired under the plan.

    In the Debtors' Chapter 11 cases, all classes of impaired
    claims (Class 4 General Unsecured Claims) voted to accept
    the Plan while Classes 1-A through 1-F, 2 and 3 are
    conclusively presumed to have accepted the Plan.  Meanwhile,
    the votes of holders of Class 5 claims have not been
    solicited as such class is deemed to reject the Plan.  As a
    result, Section 1129(a)(8), which requires that all impaired
    classes accept the Plan, has not been satisfied with respect
    to Class 5.

    The Debtors' Plan, however, can still be confirmed because
    it does not discriminate unfairly against Class 5, thereby
    satisfying the first prong of Section 1129(b)(1).  Under the
    Plan, no holders of claims or interests junior to the
    holders in Class 5 will receive or retain any property, and
    no class  of claims or interests senior to Class 5 will
    receive more than full payment on account of those claims or
    interests.

I. Section 1129(a)(9) of the Bankruptcy Code requires that
    certain priority claims be paid in full on the effective
    date of a plan and that the holders of certain other
    priority claims receive deferred cash payments.

    The Debtors' Plan complies with Section 1129(a)(9).  The
    Plan provides that on or as soon as reasonably practicable
    after the later of the Plan Effective Date or the date on
    which an administrative claim becomes an allowed claim, each
    creditor will receive cash equal to the unpaid portion of
    its allowed administrative claim or other less favorable
    treatment that has been agreed upon in writing by the
    Debtors and the creditor.

J. The Debtors have satisfied Section 1129(a)(10).  The Plan
    has been accepted by the only impaired class entitled to
    vote on the Plan, Class 4 General Unsecured Claims, and no
    entity included in Class 4 is an "insider" of the Debtors.

K. Pursuant to Section 1129(a)(11), a plan may be confirmed
    only if the confirmation is not likely to be followed by the
    liquidation or the need for further financial reorganization
    of the debtor or its successor unless that liquidation or
    reorganization is proposed under the plan.

    For purposes of determining whether the Plan satisfies these
    feasibility standards, the Debtors have analyzed their
    ability to meet their obligations under the Plan.  The Plan
    contemplates that the liquidation trust ultimately will
    dispose all the Debtors' assets and that all proceeds of the
    assets will be distributed to the creditors.  Moreover, the
    Debtors expect to have sufficient funds available to meet
    their obligations under the Plan.  Accordingly, the Plan is
    feasible and satisfies the standards of Section 1129(a)(11).

L. All fees payable have been paid or will be paid on the
    effective date of the Plan, thereby, satisfying Section
    1129(a)(12).

M. The Debtors have withdrawn from or terminated their retiree
    benefit plans and therefore, none of them is obligated to
    pay any unpaid retiree benefits on an ongoing basis or in
    the future.  Accordingly, the requirements of Section
    1129(a)(13) have been satisfied.

N. The Debtors are 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. The Debtors are not individuals and accordingly, Section
    1129(a)(15) is inapplicable.

P. The Debtors operate moneyed businesses and are commercial
    corporations.  Accordingly, Section 1129(a)(16), which
    addresses non-profit organization, is inapplicable.

                           Settlements

The Court acknowledged that the Debtors' Plan is dependent on and
incorporates the terms of certain compromises and settlements
that are necessary for the success of the Plan, including the
Debtors' settlement agreements with Kenneth Neumann and his
related entities and the Debtors' settlements with IndyMac
Ventures LLC, GMAC and Comerica Bank.

                    Releases and Injunctions

Judge Wedoff also approved the releases and injunctions stated in
Sections 14.6, 14.7, 14.1 and 14.8; the indemnification
obligations stated in Section 14.5; and the injunctions or stays
stated in Section 16.14 of the Plan.

  * Section 14.6 specifically requires the Debtors to release
    Kenneth Neumann, Jean Neumann and all entities presently or
    formerly owned or affiliated with Mr. Neumann, from all
    claims and liabilities.

  * Under Section 14.7, all persons entitled to vote to accept
    the Plan, creditors, holders of claims, parties-in-interests
    and others, are required to release the so-called "released
    parties," from claims or causes of actions except those that
    are based on tax codes, Employee Retirement Income Security
    Act, and environmental, criminal and securities laws.

  * Section 14.1 provides that confirmation will not discharge
    claims against the Debtors, however, holders of claims are
    preliminarily enjoined from seeking or receiving any payment
    or other distribution from, or seeking recourse against the
    liquidation trust or any of its property on account of those
    claims.

  * Section 14.5 provides that the indemnification rights of all
    present and former directors, officers, employees
    consultants, agents or representatives of a Debtor will be
    released and terminated on the Plan Effective Date, except
    those indemnification rights of an indemnitee who is also a
    "released party" and those based solely upon any act or
    omission arising out of or relating to the indemnitee's
    service with, for or on behalf of a Debtor on and after the
    bankruptcy filing.

  * Section 16.14 of the Plan provides all injunctions or stays
    provided for in the Chapter 11 cases will remain in full
    force and effect during the 90-day period when IndyMac
    Venture' collateral will be retained in the Debtors'
    estates.

The Court further held that the provisions of each executory
contract or unexpired lease to be assumed under the Plan that are
or may be in default will be satisfied solely by cure payments.

The Debtors are required to serve a notice on all parties to
those contracts, stating the proposed amount to cure the default,
no later than February 27, 2010.  Any person who disagrees with
the proposed cure amount has 30 days after service of the notice
to file his or her objection.

William Kaye is designated as the Liquidation Trust Administrator
under the Trust Agreement.  Wayne Walker and Neil Luria are
designated as members of the Liquidation Trust Advisory Board.

The Court consider the Plan as to Debtors NHI Sky Ranch LLC and
Sky Ranch LLC at a later date.

Full-text copies of the Confirmation Order and the Amended Plan
dated February 8, 2010, are available without charge at:

   http://bankrupt.com/misc/Neumann_ConfirmationOrder.pdf
   http://bankrupt.com/misc/Neumann_LiquidationPlan.pdf

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The Company has built more than 11,000 homes in some
150 residential communities.  The Company offers formal business
training to employees through classes, seminars, and computer-
based training.

The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

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


NEUMANN HOMES: Proposes Settlement With Former CEO
--------------------------------------------------
Neumann Homes Inc. and its affiliated debtors sought and obtained
an order from the U.S. Bankruptcy Court for the Northern District
of Illinois, approving a settlement agreement they entered into
with their former chief executive Kenneth Neumann.

The Debtors entered into the Neumann Agreement to settle their
claims against Mr. Neumann and his wife, Jean Neumann, and all
entities presently or formerly owned or affiliated with the
former CEO.  Those entities include KJET Office Building LLC,
Kreutzer Road LLC, KDJET LLC, KPN Michigan LLC, KPN Michigan Pool
LLC and KPN Sterling Woods LLC.

Under the Settlement Agreement, Mr. Neumann, et al., are required
to pay $1.125 million to fund the Debtors' joint plan of
liquidation and to release their claims against the Debtors,
which include more than $2 million in administrative claims.

In return, Mr. Neumann, et al., will be released from all claims
asserted against them by the Debtors, will receive certain assets
of the Debtors which include trade names, and will obtain
injunctive relief from claims of other persons or entities
pursuant to the Settlement Agreement and the Plan.

Upon execution of the Settlement Agreement, IHP Investment Fund
III L.P. will also be released from claims asserted against it by
the Debtors.

IHP Investment is one of the defendants of a lawsuit filed by the
Debtors, alleging claims for the avoidance of preferential or
fraudulent transfers, totaling $3,220,074.  Mr. Neumann, et al.,
were also named as respondents in the lawsuit.

A full-text copy of the Neumann Homes-Kenneth Neumann Settlement
Agreement is available without charge at:

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

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The Company has built more than 11,000 homes in some
150 residential communities.  The Company offers formal business
training to employees through classes, seminars, and computer-
based training.

The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

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


NEUMANN HOMES: Submits Status Report on Adversary Proceedings
-------------------------------------------------------------
In accordance with a Court directive issued at a January 19, 2010
status hearing, law firms Keating & Shure, Ltd., and Bracewell &
Giuliani LLP submitted to the Court on February 16, 2010, status
reports of adversary proceedings in the cases of Neumann Homes
Inc. and its debtor affiliates.

Keating & Shure apprised the Court of these adversary cases which
it has handled or currently handles:

Adversary Case                Status of the Case
---------------               ------------------
NHI v. City of Kenosha, WI    The parties have agreed to settle
                               the matter.

NHI v. City of Lockport, IL   The parties have agreed to settle
                               the matter.

NHI v. Village of             On February 12, 2010, the Debtors
Carpentersville, IL           filed an amended complaint adding
                               a declaratory claim against
                               Carpentersville and Carolina
                               Casualty Insurance Company.
                               Service upon Carolina Casualty is
                               outstanding.  Carpentersville's
                               responsive pleading is due
                               February 26, 2010.

NHI v. Village of Minooka, IL The Debtors filed an amended
                               complaint on February 3, 2010. A
                               responsive pleading was due on
                               February 17, 2010.

NHI v. Village of Round       Settlement discussion continuing.
Lake Heights, IL               Extension granted in answering
                               the complaint, through March 17,
                               2010.

NHI v. Village of Wauconda    The parties have agreed to settle
                               the matter.

NHI v. City of Naperville, IL The parties have agreed to settle
                               the matter.

NHI v. Woodstock Comm. Unit   The Debtors filed an amended
S.D. No. 200                  complaint on February 3, 2010.
                               Motion to dismiss was filed on
                               February 12, 2010.

NHI v. Oswego Community       Settlement discussion continuing.
School District               Extension granted in answering
                               until after negotiations break
                               down.

NHI v. Parker, CO Water &     Answer filed. Discovery to
Sanitation District           commence.

NHI v. School District        Amended Complaint filed on
No. 34 Antioch, IL            February 3, 2010. Motion to
                               dismiss was filed on February 12,
                               2010.

NHI v. Town of Firestone, CO  The parties have agreed to settle
                               the matter.

NHI v. Village of Hanover     Case dismissed on January 19,
Park, IL                      2010.

NHI v. Village of Wonder      Amended Complaint filed Feb. 3,
Lake, IL                      2010. Motion to dismiss Amended
                               Complaint filed February 10, 2010.

NHI v. City of Aurora, CO     The parties have agreed to settle
                               the matter.

NHI v. Town of Cortland, IL   The case was dismissed on
                               November 13, 2009.

NHI v. Village of Oswego, IL  Complaint filed and served. Answer
                               due by February 17, 2010, by
                               agreement.

NHI v. Commonwealth Edison    Answer filed on December 21, 2009.
Company                       Discovery pending. Responses to
                               NHI discovery due on March 10,
                               2010.

NHI v. Sprint/Nextel Retail   Answer filed November 25, 2009.
Stores LLC                    Discovery to commence.

NHI v. SBC Internet Services  Extension to answer until Feb. 26,
                               2010.

NHI v. AT&T Corporation       Answer filed January 15, 2010.
                               Discovery to commence.

NHI v. Neu Towne Parker       Complaint served on Colorado
Metro District                municipal corporation. Extension
                               on answer granted until March 17,
                               2010.

NHI v. Minooka, IL High       Amended Complaint filed on
School District No. 111       February 3, 2010. Extension on
                               response granted until March 3,
                               2010.

NHI v. Village of Gilberts    This case was dismissed on
                               January 19, 2010.

NHI v. School District U-46   Amended Complaint filed on
Elgin, IL                     February 3, 2010.  Motion to
                               dismiss was filed on February 12,
                               2010.

NHI v. Hanover Park           Case Number 09-01082. The parties
                               District have agreed to settle
                               the matter.

NHI v. Village of Sturtevant  The parties have agreed to settle
                               the matter.

NHI v. Minooka, IL School     Amended Complaint filed on
District 201                  February 3, 2010. Motion to
                               dismiss was filed on February 12,
                               2010.

NHI v. Clear Channel Outdoor  Settlement discussion pending.
                               Extension granted on answer until
                               date after negotiations break
                               down.

NHI v. American Express       The parties have agreed to settle
Company                       the matter.

NHI v. Safeco Business        No response to complaint.
Insurance

NHI v. Cardmember Services    The parties have agreed to settle
                               the matter.

Bracewell & Giuliani apprised the Court of these adversary cases
which it handled or currently handles:

Adversary Cases               Status of the Case
---------------               ------------------
Neumann Homes, Inc. et al.    No responsive pleadings filed.
v. Kenneth P. Neumann et al.  This case will be discharged upon
                               confirmation of the Plan in the
                               underlying bankruptcy.

Neumann Homes, Inc. et al.    Answer filed. Discovery to
v. Village of Grayslake       commence.

Neumann Homes, Inc. et al.    Answer filed. Discovery to
v. City of Aurora, IL         commence.

Neumann Homes, Inc. et al.    Waiver of service sent Nov. 24,
v. City of Joliet             2009. Responsive pleading due
                               January 25, 2010. Settlement
                               discussions pending.

Neumann Homes, Inc. et al.    Amended Complaint filed on
v. Village of Antioch         February 3, 2010. Motion to
Illinois                      Dismiss Amended Complaint filed
                               February 10, 2010.

Neumann Homes, Inc. et al.    Responsive pleading due from
v. Cavalli-Dotson Ventures    Bailey Dotson and Best Buy Homes
Colorado, I LLC, et al.       Inc. on March 1, 2010.

Neumann Homes, Inc. et al.    The case has not been served and
v. Premium Assignment Corp.   will be discharged upon
                               confirmation of the Plan in
                               the underlying bankruptcy.

Neumann Homes, Inc. et al.    This case has not been served and
v. Worknet Inc.               will be discharged upon
                               confirmation of the Plan in the
                               underlying bankruptcy.

Neumann Homes, Inc. et al.    This case has not been served and
v. D&B Advertising            will be discharged upon
                               confirmation of the Plan in the
                               underlying bankruptcy.

Neumann Homes, Inc. et al.    This case has not been served and
v. Compass Signs              will be discharged upon
                               confirmation of the Plan in the
                               underlying bankruptcy.

Neumann Homes, Inc. et al.    This case has not been served and
v. Paddock Publications Inc.  will be discharged upon
                               confirmation of the Plan in the
                               underlying bankruptcy.

Neumann Homes, Inc. et al.    This case has not been served and
v. Northwest News Group of    will be discharged upon
Greater Chicago               confirmation of the Plan in the
                               underlying bankruptcy.

Neumann Homes, Inc. et al.    This case has not been served and
v. Kenosha News Publishing    will be discharged upon
Corp.                         confirmation of the Plan in the
                               underlying bankruptcy.

Neumann Homes, Inc. et al.    This case has not been served and
v. Copy Xpress                will be discharged upon
                               confirmation of the Plan in the
                               underlying bankruptcy.

Neumann Homes, Inc. et al.    This case has not been served and
v. IHP Investment Fund and    will be discharged upon
Kenneth P. Neumann            confirmation of the Plan in the
                               underlying bankruptcy.

Neumann Homes, Inc. et al.    This case has not been served and
v. Another Plumbing Co.,      will be discharged upon
et al.                        confirmation of the Plan in the
                               underlying bankruptcy.

Neumann Homes, Inc. et al.    Deadline to file responsive v.
Middlesboro at Oakhurst       pleadings extended to March 2,
                               2010 by agreement.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The Company has built more than 11,000 homes in some
150 residential communities.  The Company offers formal business
training to employees through classes, seminars, and computer-
based training.

The Company filed for Chapter 11 protection on November 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection from its creditors, they listed
assets and debts of more than $100 million.

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


NEWMARKET CORP: S&P Raises Corporate Credit Rating to 'BB+'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Richmond, Va.-based NewMarket Corp. to 'BB+' from 'BB'.
The outlook is stable.

At the same time, S&P raised the issue-level rating on the
company's 7.125% senior unsecured notes due 2016 to 'BB' (one
notch below the corporate credit rating) from 'BB-'.  The recovery
rating remains at '5', indicating S&P's expectation of modest
recovery (10% to 30%) in the event of a payment default.

"The upgrade follows improved financial metrics and liquidity as
the company generated strong profits and cash flows during 2009,"
said Standard & Poor's credit analyst Ket Gondha.

While this improvement was partially driven by margin expansion
due to short-term fluctuations in raw material prices and
temporary reductions in spending, a level balance of supply and
demand should underpin the company's ability to maintain margins
above historical norms.  In S&P's view, NewMarket will maintain
credit measures that are appropriate for the rating, even as the
company implements its financial and strategic initiatives aimed
at increasing shareholder returns, diversity, and growth.

The ratings on NewMarket reflect the company's focus on the highly
competitive, mature global petroleum additives industry, exposure
to volatile raw material costs, and moderately aggressive
financial policies.  Well-entrenched market positions in niche
product areas, satisfactory liquidity, and credit ratios that are
currently robust for the rating temper these negative factors.


NIGHTLIFE ENTERPRISES: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Nightlife Enterprises, L.P.
          dba China Club
        268 W. 47th Street
        New York, NY 10036

Bankruptcy Case No.: 10-10956

Chapter 11 Petition Date: February 24, 2010

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

Judge: Allan L. Gropper

Debtor's Counsel: Erica R. Feynman, Esq.
                  Rattet, Pasternak & Gordon-Oliver, LLP
                  550 Mamaroneck Avenue
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  Email: efeynman@rattetlaw.com

                  Jonathan S. Pasternak, Esq.
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, NY 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406
                  Email: jsp@rattetlaw.com

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

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

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

The petition was signed by Daniel Fried.


NLP ACQUISITION: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: NLP Acquisition Limited Partnership
        c/o William K. Haines, Jr.
        8050 Freedom Avenue NW
        North Canton, OH 44720

Bankruptcy Case No.: 10-60613

Chapter 11 Petition Date: February 24, 2010

Court: United States Bankruptcy Court
       Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Patrick J. Keating, Esq.
                  Buckingham, Doolittle & Burroughs LLP
                  3800 Embassy Parkway, Suite 300
                  Akron, OH 44333
                  Tel: (330) 258-6554
                  Fax: (330) 252-5554
                  Email: pkeating@bdblaw.com

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

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

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

            http://bankrupt.com/misc/ohnb10-60613.pdf

The petition was signed by William K. Haines, Jr., managing member
of the Company.


NOVELIS INC: Bank Debt Trades at 4% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Novelis, Inc., is
a borrower traded in the secondary market at 96.22 cents-on-the-
dollar during the week ended Friday, Feb. 26, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.26 percentage
points from the previous week, The Journal relates.  The Company
pays 200 basis points above LIBOR to borrow under the facility.
The bank loan matures on July 6, 2014.  The bank debt is not rated
by Moody's while it carries Standard & Poor's BB- rating.  The
debt is one of the biggest gainers and losers among 188 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

As reported by the Troubled Company Reporter on Nov. 19, 2009,
Moody's changed the outlook for Novelis, Inc., and Novelis
Corporation to stable from negative.  The speculative grade
liquidity rating of Novelis, Inc., was also upgraded to SGL-2 from
SGL-3.  At the same time, Moody's affirmed Novelis Inc's B2
corporate family rating, its B2 probability of default rating, the
Ba3 rating on its senior secured term loan, and the Caa1 senior
unsecured notes rating.  The Ba3 rating on Novelis Corporation's
senior secured term loan was also affirmed.

The change in outlook to stable reflects Moody's expectation that
Novelis will continue to show improvement in its earnings and cash
flow generation given the renegotiation of all of its can sheet
contracts, cost cutting efforts and the run off of virtually all
its hedge loss position.  The outlook anticipates that the company
will continue to focus on cash generation and liquidity and that
its performance will continue to benefit from the more robust
conditions in its can sheet business, which accounts for roughly
50% to 60% of sales.  Although Moody's does not expect that the
company will meaningfully reduce absolute debt levels over the
next twelve to fifteen months, the outlook reflects Moody's belief
that debt protection coverage ratios will continue to strengthen
as the company returns to a sustainable level of profitability.

Moody's last rating action on Novelis was Aug. 5, 2009, when the
company's senior unsecured ratings were downgraded to Caa1 from
B3.

Headquartered in Atlanta, Georgia, Novelis is the world's largest
producer of aluminum rolled products.  For the twelve months ended
Sept. 30, 2009, the company had total shipments of approximately
2,725 kilotonnes and generated $8.2 billion in revenues.


OCEAN MIST RESORT: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Ocean Mist Resort LLC
        416 Main St
        West Dennis, MA 02670

Bankruptcy Case No.: 10-11834

Chapter 11 Petition Date: February 24, 2010

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

Judge: William C. Hillman

Debtor's Counsel: Simon Mann, Esq.
                  Law Office of Simon Mann
                  11 Beacon St, Suite #315
                  Boston, MA 02108
                  8574980021
                  Fax: (617) 367-7903
                  Email: simonmannlaw@gmail.com

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

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

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

             http://bankrupt.com/misc/mab10-11834.pdf

The petition was signed by Devitt Adams and Leon Narbone, managers
of the Company.


OMNIA COLLEGE: Case Summary & Unsecured Creditor
------------------------------------------------
Debtor: Omnia College, LLC
        P.O. Box 61237
        Palo Alto, CA 94306

Bankruptcy Case No.: 10-51757

Chapter 11 Petition Date: February 24, 2010

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

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Charles B. Greene, Esq.
                  Law Offices of Charles B. Greene
                  84 W Santa Clara St. #770
                  San Jose, CA 95113
                  Tel: (408) 279-3518
                  Email: cbgattyecf@aol.com

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

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

According to the schedules, the Company has assets of $2,400,000
and total debts of $2,594,567.

The Debtor identified BAC Home Loans with a debt claim (586
College Ave. Palo Alto, CA Single family residence) for $1,054,377
($2,400,000 secured) ($1,540,190 senior lien) 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/canb10-51757.pdf

The petition was signed by Manar Zarroug, principal officer of the
Company.


OTTER TAIL: Gets Approval for Cash Collateral Use Until May 31
--------------------------------------------------------------
Otter Tail Ag Enterprises, LLC, obtained the approval of the Hon.
Dennis D. O'Brien of the U.S. Bankruptcy Court for the District of
Minnesota to continue using the cash collateral of AgStar
Financial Services, PCA, and MMCDC New Markets Fund II, LLC, until
May 31, 2010.

The Debtor requires the continued use of cash collateral in order
to continue its operations, and to accommodate the plan filing and
confirmation process relating to the upcoming filing of the
Debtor's Plan of Reorganization.  The Debtor said that it needs
approximately $24,423,366 between February 28, 2010, and the
period ending on May 31, 2010.  The Debtor entered into a
stipulation and agreed order with the lenders concerning use of
cash collateral, adequate protection and other related matters.

The Debtor will, unless AgStar will otherwise consent in advance
in writing, submit to the Prepetition Lenders, U.S. Bank and the
County: (a) reports required to be delivered by Debtor of the
master loan agreement; (b) reports filed with the United States
Trustee in Debtor's Case; (c) by 5:00 p.m. (Central Time) on
Thursday of each week, a weekly report comparing on a line item
basis budgeted amounts, as itemized in the Budget, to actual
amounts disbursed during the preceding week; (d) by 5:00 p.m.
(Central Time) on Thursday of each week, a weekly report itemizing
all expenditures during the preceding week and (e) by 5:00 p.m.
(Central Time) on Thursday of each week, its certification of the
ledger balance of all deposit accounts of Debtor as of the close
of business on the immediately preceding Friday; and (xvi) all
other financial information reasonably requested.

The Debtor will pay to the Prepetition Lenders, as additional
adequate protection: (a) accrued interest at the nondefault rate
of interest set forth in the AgStar Loan Documents and the NMF
Loan Documents, for the prior month on the Prepetition Loans will
be paid by Debtor to the Prepetition Lenders on the first day of
each month, beginning on March 1, 2010, and monthly thereafter,
through the Cash Collateral Maturity Date in the amounts set forth
in the Budget and other sums paid in connection with this order.

AgStar's security interest in the AgStar Postpetition Collateral
will be subject to payment of the Carve-Out not to exceed $75,000.

As security for the use of Cash Collateral, AgStar will have and
is granted a perfected security interest in all of the real
and personal property of Debtor.  AgStar will also be entitled to
an administrative expense claim.  As adequate protection against
any diminution in the interest of NMF, U.S. Bank and the County in
the prepetition collateral occurring from and after the Petition
Date, NMF, U.S. Bank, and the County will have and are granted a
perfected security interest in all of the real and personal
property of the Debtor.

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

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

Debtor will maintain a minimum cash balance at all time through
the Cash Collateral Maturity Date of $2,000,000, measured as of
the close of business each Friday and included in the financial
reports required of the Debtor.

                         About Otter Tail

Based in Fergus Falls, Minnesota, Otter Tail AG Enterprises, LLC
-- http://www.ottertailethanol.com/-- owns and operates a
nameplate capacity 55 million gallon annual production plant of
undenatured ethanol in Fergus Falls, Minnesota.  The Company
processes approximately 20 million bushels of corn into
approximately 55 million gallons of ethanol each year.  In
addition, the Company sells distillers grains, a principal co-
product of the ethanol production process.

The Company filed for Chapter 11 relief on Oct. 30 (Bankr. D.
Minn. Case No. 09-61250).  The petition listed assets of
$66.4 million against $86 million in debt, nearly all secured.
The largest secured creditor is AgStar Financial Services, owed
$40.9 million.


PROTOSTAR LTD: Creditors Fail to Stall Sale Bonuses
---------------------------------------------------
A judge has rejected unsecured creditors' request to bar bonus
payments associated with ProtoStar Ltd.'s $185 million satellite
sale while they appeal the order approving the payments, despite
the creditors' belief that they will prevail in the dispute,
Law360 reports.

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.


RAINIER PACIFIC BANK: Closed; Umpqua Bank Assumes All Deposits
--------------------------------------------------------------
Rainier Pacific Bank, Tacoma, Washington, was closed February 26
by the Washington Department of Financial Institutions, which
appointed the Federal Deposit Insurance Corporation as receiver.
To protect the depositors, the FDIC entered into a purchase and
assumption agreement with Umpqua Bank, Roseburg, Oregon, to assume
all of the deposits of Rainier Pacific Bank.

The 14 branches of Rainier Pacific Bank will reopen during normal
business hours as branches of Umpqua Bank.  Depositors of Rainier
Pacific Bank will automatically become depositors of Umpqua Bank.
Deposits will continue to be insured by the FDIC, so there is no
need for customers to change their banking relationship to retain
their deposit insurance coverage.  Customers should continue to
use their former Rainier Pacific Bank branch until they receive
notice from Umpqua Bank that it has completed systems changes to
allow other Umpqua Bank branches to process their accounts as
well.

Friday evening and over the weekend, depositors of Rainier Pacific
Bank can access their money by writing checks or using ATM or
debit cards. Checks drawn on the bank will continue to be
processed. Loan customers should continue to make their payments
as usual.

As of December 31, 2009, Rainier Pacific Bank had approximately
$717.8 million in total assets and $446.2 million in total
deposits.  Umpqua Bank will pay the FDIC a premium of 1.04 percent
to assume all of the deposits of Rainier Pacific Bank. In addition
to assuming all of the deposits, Umpqua Bank agreed to purchase
approximately $670.1 million of the failed bank's assets. The FDIC
will retain the remaining assets for later disposition.

The FDIC and Umpqua Bank entered into a loss-share transaction on
$578.1 million of Rainier Pacific Bank's assets. Umpqua Bank will
share in the losses on the asset pools covered under the loss-
share agreement.  The loss-share transaction is projected to
maximize returns on the assets covered by keeping them in the
private sector.  The transaction also is expected to minimize
disruptions for loan customers.  For more information on loss
share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-830-4725.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/rainier.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $95.2 million.  Umpqua Bank's acquisition of all the
deposits was the "least costly" resolution for the FDIC's DIF
compared to all alternatives.  Rainier Pacific Bank is the 22nd
FDIC-insured institution to fail in the nation this year, and the
fourth in Washington.  The last FDIC-insured institution closed in
the state was American Marine Bank, January 29, 2010.


RAMSEY HOLDINGS: Court Sets Cash Collateral Hearing for March 9
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Oklahoma
will consider at a hearing on March 9, 2010, at 1:30 p.m., Ramsey
Holdings, Inc., et al.'s authority to use cash securing obligation
with CIT Lending Services Corp.  The hearing will be held at
Courtroom 2, 1st Floor, 224 S. Boulder Ave., Tulsa, Oklahoma.

The Debtors would use the money to fund their Chapter 11 cases,
pay suppliers and other parties.

As reported on the Troubled Company Reporter on January 4, 2010,
the Debtor is indebted to CIT Lending Services Corp., as
administrative and collateral agent under the April 2007 Credit
Agreement and amended in January 2008, on behalf of the
prepetition lenders.

As of the petition date, the Debtor owed CIT Lending $22 million
in original principal plus $4 million of capitalized accrued
interest outstanding under the subordinated notes and the Debtors'
aggregate unsecured trade debt is $4 million.  The majority of the
trade debt is owed by its operating entities: Auto Crane, Ramsey
Winch and Eskridge.

In exchange for using the cash collateral, the Debtors will grant
the prepetition agent replacement liens on any and all of the
Debtors' assets, and superpriority administrative expense claim.

                    About Ramsey Holdings, Inc.

Tulsa, Oklahoma-based Ramsey Holdings, Inc., filed for Chapter 11
bankruptcy protection on December 18, 2009 (Bankr. N.D. Okla. Case
No. 09-13998).  The Company's affiliates -- Auto Crane Company;
Eskridge, Inc.; Ramsey Industries, Inc.; and Ramsey Winch Company
-- also filed for Chapter 11 bankruptcy protection.  John D. Dale,
Esq., at Gable & Gotwals assists the Debtors in their
restructuring efforts.  Ramsey Holdings listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


READER'S DIGEST: Committee Hired BDO UK as Pension Advisor
----------------------------------------------------------
The Official Committee of Unsecured Creditors of The Reader's
Digest Association, Inc., and its Debtor-subsidiaries sought the
Court's permission to retain BDO (U.K.), LLP, as special UK
pension advisor, nunc pro tunc to September 14, 2009.

Daniel Pevonka, on behalf of R.R. Donnelley & Sons Company and
chairperson of the Creditors' Committee, relates that a non-debtor
foreign affiliate of the Debtors, The Reader's Digest Association
Limited, has potential liabilities arising out of a pension
scheme, whereby employees of RDA UK became entitled to pension
benefits and RDA UK agreed to meet the balance of the cost of
providing the benefits after taking into account the employees'
own contributions.

Subsequent to the Petition Date, the Pensions Regulator in the
United Kingdom commenced an investigation as to whether it should
exercise its moral hazard powers against the Debtors in an attempt
to hold the Debtors responsible for the Pension Scheme Liability,
Mr. Pevonka relates.  He notes that the Creditors' Committee had
requested that BDO UK apply its specialized knowledge and
experience to assist the Creditors Committee in evaluating and
quantifying the potential responsibility of the Debtors for the
Pension Scheme Liability.

In performing its services, BDO UK's activities were and will be
limited to reviewing and analyzing information provided by, and
conferring with, the Debtors' UK financial advisors, the Debtors,
RDA UK or the Pensions Regulator, and reviewing and analyzing the
terms of any proposed settlement of the Pension Scheme liabilities
and reporting its findings to the Creditors Committee, Mr. Pevonka
tells the Court.

BDO UK will be paid at its customary hourly billing rates:

  Partners               GBP520 to GBP645
  Directors              GBP413 to GBP498
  Senior Managers        GBP413 to GBP498
  Managers               GBP322 to GBP379
  Seniors                GBP193 to GBP240
  Staffs                  GBP88 to GBP175

Richard Farr, a partner at BDO UK, assures the Court that his firm
is a "disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

A hearing will be held on March 8, 2010, to consider the
application.  Objections are due March 3.

               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)


READER'S DIGEST: U.K. Edition in Talks With Bidders
---------------------------------------------------
Reader's Digest Association Inc.'s U.K. unit is in talks with
potential buyers, the Associated Press reported, citing the
administrator for the publication.   There is "significant
interest" in the publication, said Phillip Sykes, a partner at
Moore Stephens, according to the report.

Mid-February, the Reader's Digest Association, Ltd., a subsidiary
of RDA, filed an administration proceeding in the UK.  The
decision by the RDA UK board to place the UK company into an
orderly insolvency process follows the recent decision by the UK
Pensions Regulator that it would not support an agreement already
reached between RDA UK, the trustees of its pension plan and the
UK Pension Protection Fund to settle a longstanding pension plan
liability.

               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)


READER'S DIGEST: S&P Raises Corporate Credit Rating to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Pleasantville, New York-based Reader's Digest Assn. Inc.
to 'B' from 'D'.  The rating outlook is stable.

At the same times, S&P assigned the company's $525 million senior
secured notes due 2017 an issue-level rating of 'B' (at the same
level as the 'B' corporate credit rating) with a recovery rating
of '4', indicating S&P's expectation of average (30% to 50%)
recovery for noteholders in the event of a payment default.

The rating reflects:

* Reader's Digest's exposure to economic cyclicality;

* The highly competitive nature of the publishing business;

* Secular pressures facing the publications business;

* Mature growth prospects of the company's direct marketing
  business;

* The dated image of the Reader's Digest flagship magazine; and

* An increasingly uncompetitive direct marketing model focused on
  selling music, videos, and books.

In S&P's view, the position of the company's flagship publication
as the world's highest circulating paid magazine does not offset
these factors.

Leverage and coverage improve under the refinanced capital
structure from that of the prepetition capital structure and the
exit capital structure.  The company reduced debt to $525 million,
from $2.2 billion under the prepetition capital structure.  Under
the plan of reorganization, the $2.2 billion prepetition capital
structure was converted to $555 million senior secured facilities.
The senior secured facilities consisted of a $150 first-lien term
loan, which was converted from the DIP financing; a reinstated
$105 million first-lien German term loan; and a $300 million
second-lien U.S. term loan.  The $525 million senior secured notes
and cash on the balance sheet were used to refinance the
$555 million portion of the exit capital structure.

Pro forma lease-adjusted leverage would be 3.7x as of Sept. 30,
2009, and interest coverage would improve to 3.8x.  At June 30,
2009, the company's interest coverage was fractional.  Lower
interest expense would also increase discretionary cash flow.  S&P
expects the company to generate positive discretionary cash flow
over the near term, after the costs related to the bankruptcy
filing and related restructuring have rolled off.


READER'S DIGEST: Plan Declared Effective February 19
----------------------------------------------------
The Reader's Digest Association, Inc., and its debtor-affiliates
notified the United States Bankruptcy Court for the Southern
District of New York and parties-in-interest that their Third
Amended Joint Chapter 11 Plan of Reorganization became effective
on February 19, 2009.

Judge Robert D. Drain signed a written order, on January 19, 2010,
confirming the Debtors' Plan.  Under the Plan, the Debtors will
reduce its total debt by 75% from more than $2.2 billion to
approximately $555 million.  General unsecured creditors,
including the retirees, will get a 3.3% to 3.6% recovery on
estimated claims of $110 million to $120 million.

Holders of the Debtors' senior secured debt will receive equity,
effectively transferring ownership of Reader's Digest to a lender
group led by J.P. Morgan Chase & Co.

Reader's Digest and 47 of its affiliates filed on August 24, 2009,
separate voluntary petitions for Chapter 11 of the U.S. Bankruptcy
Code because of the world's recent economic storm constrained by
the substantial debt on their balance sheet and associated debt
service obligations.  The bankruptcy filing is a pre-arranged
Chapter 11 restructuring with the Debtors' senior secured lenders.

Pursuant to Section 1141(d) of the Bankruptcy Code, except as
otherwise provided in the Plan, the Confirmation Order or other
Court order that may be applicable, on the latest to occur of (i)
the Effective Date, (ii) the entry of a Final Order resolving all
Claims in the Chapter 11 Cases, and (iii) the final distribution
made to Holders of Allowed Claims pursuant to the Plan, all Claims
and Equity Interests in the Debtors are discharged and released in
full.

Accordingly, all persons and entities will be precluded from
asserting against the Debtors, their successors or assigns,
including the Reorganized Debtors, any other or further Claims
based upon any act or transaction that occurred prior to the
Effective Date.

Under the Plan, each of the Debtors' Executory Contracts and
Unexpired Leases has been deemed assumed as of the Effective Date
except any Executory Contract or Unexpired Lease previously
assumed, rejected, or for which request for rejection is pending
as of the Effective Date.  All Proofs of Claim arising from the
rejection of any Executory Contract or Unexpired Lease pursuant to
the Plan must be filed by Holders of the Claims no later than
March 24, 2010.

All requests for payment of an Administrative Claim that accrued
on or before the Effective Date that were not otherwise accrued in
the ordinary course of business must be filed with the Court no
later than April 24, 2010.  All final requests for professional
compensation and reimbursement claims, including those for
substantial contribution compensation and expenses for services
rendered before the Effective Date, must be filed by April 8,
2010.

         Reader's Digest Exit Ch. 11 on High Yield Bonds

The emergence of Reader's Digest and its debtor-affiliates from
bankruptcy protection is setting a trail that other distressed
companies will likely follow, Joe Bel Bruno of The Wall Street
Journal reported on February 19, 2010.

Instead of taking a debtor-in-possession credit facility, the
Debtors previously sought and obtained the Court's authority to
enter into an agreement to issue and sell notes to refinance their
(i) obligations under their new first and second priority secured
term loans to be issued on the effective date of their plan of
reorganization, and (ii) reinstated euro term loan.

The Debtors' decision to sell $525 million floating-rate 7-year
notes was "purely a financial" one, Mr. Bruno reported, citing
Reader's Digest's chief financial officer, Thomas A. Williams as
source.  The high-yield bonds, also known as junk bonds, are
cheaper to finance and will be paid off in much shorter periods,
the report said.

"I sat with the capital markets desks at J.P. Morgan, Bank of
America, Goldman Sachs and Credit Suisse, and in all situations
the high-yield bond offering was presented as having this
extraordinary flexibility," the Journal quoted Mr. Williams as
saying.

According to the report, Reader's Digest is expected to save about
$30 million a year on the notes as a result of lower interest
rates.  The notes will mature on February 15, 2017.

Due to its flexibility, Mr. Bruno said that similar high-yield
notes deals from other distressed companies are under way, citing
LyondellBasell Industries as an example.  LyondellBasell, he
noted, is considering issuing junk bonds to finance its exit from
bankruptcy.

               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)


REALOGY CORP: Bank Debt Trades at 12% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Realogy Corp. is a
borrower traded in the secondary market at 88.34 cents-on-the-
dollar during the week ended Friday, Feb. 26, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.70 percentage
points from the previous week, The Journal relates.  The Company
pays 300 basis points above LIBOR to borrow under the facility.
The bank loan matures on sept. 30, 2013, and carries Moody's Caa1
rating and Standard & Poor's CCC- rating.  The debt is one of the
biggest gainers and losers among 188 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services, has a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
approximately 15,000 offices and 270,000 sales associates doing
business in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.


REVLON INC: Bank Debt Trades at 2% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Revlon, Inc., is a
borrower traded in the secondary market at 98.31 cents-on-the-
dollar during the week ended Friday, Feb. 26, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.59 percentage
points from the previous week, The Journal relates.  The Company
pays 400 basis points above LIBOR to borrow under the facility.
The bank loan matures on Dec. 20, 2011, and carries Moody's Ba3
rating and Standard & Poor's B+ rating.  The debt is one of the
biggest gainers and losers among 188 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Headquartered in New York City, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).

At September 30, 2009, Revlon had $802.0 million in total assets
against total current liabilities of $315.2 million, long-term
debt of $1.147 billion, long-term debt-affiliates of
$107.0 million, long-term pension and other post-retirement plan
liabilities of $209.3 million, other long-term liabilities of
$66.1 million, resulting in $1.04 billion in stockholders'
deficiency.  At September 30, 2009, the Company had a liquidity
position of $173.2 million, consisting of cash and cash
equivalents (net of any outstanding checks) of $59.7 million, as
well as $113.5 million in available borrowings under the 2006
Revolving Credit Facility.


SIX FLAGS: Barclays & Renaissance No Longer Have Equity Stake
-------------------------------------------------------------
In a Schedule 13G/A filing with the U.S. Securities and Exchange
Commission dated February 15, 2010, Barclays PLC disclosed that
it beneficially owns 41,732 shares of Common Stock with 0% equity
stake in Six Flags Inc.

In an SEC filing dated February 12, 2010, Mark Silber, executive
vice president of Renaissance Technologies LLC, disclosed that
Renaissance holds 0% shares of Six Flags common stock.

                           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).


REDWOOD PARK: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Redwood Park, Inc.
        3915 Danbury
        Amarillo, TX 79109

Bankruptcy Case No.: 10-20102

Chapter 11 Petition Date: February 24, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Amarillo)

Judge: Robert L. Jones

Debtor's Counsel: Bill Kinkead, Esq.
                  Kinkead Law Offices
                  6937 Bell St., Suite G
                  Amarillo, TX 79109
                  Tel: (806) 353-2129
                  Fax: (806) 353-4370
                  Email: bkinkead713@hotmail.com

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

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

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

The petition was signed by Sidney H. Thompson, president of the
Company.


REVLON CONSUMER: Moody's Affirms 'B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed all of Revlon Consumer Products
Corporation's ratings, including its B2 corporate family rating
and its speculative grade liquidity rating of SGL-2.  Moody's also
assigned ratings of Ba2 and Ba3 to the company's proposed
$140 million asset-based revolving credit facility and its
$800 million senior secured term loan, respectively.  Moody's will
withdraw the company's existing bank facility ratings, currently
Ba3 on both the revolver and term loan, upon successful completion
of the proposed refinancing.  Final ratings will also be dependent
upon Moody's review of all final documentation.  The outlook is
stable.

Moody's affirmation of Revlon's ratings reflects the company's
sustained operating and financial improvements despite the ongoing
challenges of the macroeconomic environment as well as its ability
to stabilize its Revlon brand market share position as a result of
a series of successful new product introductions.  Moody's
recognizes that the proposed bank financing is an important step
in its multi-year effort to improve its capital structure and
liquidity.

"Revlon's improved cost structure and debt profile should provide
the company with sufficient financial flexibility to profitably
sustain its market share through ongoing investments in new
product development," says Moody's Vice President and Senior
Credit Officer, Janice Hofferber.  "The company's next challenge
will be to grow revenue by expanding its Revlon global brand
and/or its portfolio of other brands internationally while
maximizing its opportunities in new product development."

Revlon's B2 corporate family rating reflects the company's global
brand franchises, strong geographic and product diversification
for a number of well known brands in color cosmetics, hair color
and fragrances, and significantly improved and sustained
profitability and cash flow metrics (EBITA margins of 14% and FCF
to Debt of 6% respectively, based on Moody's analytic
adjustments).  Moody's expects Revlon's profitability to be
sustainable despite strategies to grow the company's revenue which
may require additional product development and advertising and
promotional spending.  However, Revlon's ratings will remain
somewhat constrained by the highly competitive nature of the
cosmetics and personal care category in which it operates and the
company's still relatively high adjusted leverage (5.8 times).
Revlon's ratings could be upgraded if it is able to successfully
demonstrate meaningful organic growth while maintaining
profitability at current levels and reducing its leverage.

These ratings of Revlon were affirmed (LGD point estimates
revised):

  -- Corporate family rating of B2;

  -- Probability of default rating of B2;

  -- $160 million senior secured asset based revolving credit
     facility due 2012 at Ba3 (LGD 2, 28%)

  -- $815 million senior secured term loan facility of Ba3 (LGD 2,
     28%);

  -- $330 million 9 _% Senior Secured Notes due 2015 of B3 (LGD 5,
     74%), and

  -- Speculative grade liquidity rating of SGL-2

These ratings of Revlon were assigned:

  -- $140 million senior secured asset based revolving credit
     facility due March 2014 at Ba2 (LGD 1, 2%); and

  -- $800 million senior secured term loan facility due March 2017
     at Ba3 (LGD 3, 31%).

  -- Outlook is stable

The last rating action regarding Revlon was on November 2, 2009,
when Moody's upgraded the company's corporate family rating to B2
from B3, its Speculative Grade Liquidity rating to SGL-2 from SGL-
3 with a stable outlook.

Headquartered in New York, Revlon Consumer Products Corporation is
a worldwide cosmetics, skin care, fragrance, and personal care
products company.  The company is a wholly-owned subsidiary of
Revlon, Inc., which is majority-owned by MacAndrews & Forbes,
which is in turn wholly-owned by Ronald O.  Perelman.  Revlon's
net sales for the twelve-month period ended December 2009 were
approximately $1.3 billion.  M&F beneficially owns approximately
77.4% of Revlon's outstanding Class A common stock, 100% of
Revlon's Class B common stock and 78.8% of Revlon's combined
outstanding shares of Class A and Class B common stock, which
together represent approximately 77.2% of the combined voting
power of such shares.


RJ YORK: Taps Armstrong Teasdale as Bankruptcy Counsel
------------------------------------------------------
RJ York SSG, LLC, has sought permission from the U.S. Bankruptcy
Court for the Eastern District of Missouri to employ Armstrong
Teasdale, LLP, as bankruptcy counsel.

Armstrong Teasdale will, among other things:

     a. attend meetings and negotiate with representatives of
        creditors and other parties-in-interest;

     b. prepare motions, applications, answers, orders, reports
        and papers necessary to the administration of the estate;

     c. negotiate and prepare a plan of reorganization, disclosure
        statement and related agreements and/or documents, and
        take any necessary action on behalf of the Debtor to
        obtain approval of the disclosure statement and
        confirmation of the plan; and

     d. represent the Debtor in connection with obtaining post-
        petition loans.

Armstrong Teasdale will apply for compensation for professional
services rendered in connection with the Chapter 11 case, subject
to the Court's approval and in compliance with applicable
provisions of the U.S. Bankruptcy Code, the Local Rules and orders
of the Court, on an hourly basis plus reimbursement of actual,
necessary expenses and charges that Armstrong Teasdale incurs.

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

St. Louis, Missouri-based RJ York SSG, LLC, is a property
developer.  The Company filed for Chapter 11 bankruptcy protection
on February 2, 2010 (Bankr. E.D. Mo. Case No. 10-40876).  David L.
Going, Esq., and Susan K. Ehlers, Esq., at Armstrong, Teasdale et
al., assist the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


ROBERTO ALVARADO: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Roberto Feliciano Alvarado
          dba Supermercado Danny
          aka Centro Ahorros .
        PO Box 898
        Salinas, PR 00751

Bankruptcy Case No.: 10-01324

Chapter 11 Petition Date: February 24, 2010

Court: United States Bankruptcy Court
       District of Puerto Rico (Ponce)

Debtor's Counsel: Nydia Gonzalez Ortiz, Esq.
                  Santiago & Gonzalez
                  11 Calle Betances
                  Yauco, PR 00698
                  Tel: (787) 267-2205
                  Email: sgecf@yahoo.com

According to the schedules, the Company has assets of $1,566,802,
and total debts of $1,790,467.

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

             http://bankrupt.com/misc/prb10-01324.pdf


RONALD EDWARDS: Case Summary & 3 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ronald A. Edwards Construction Company, Inc.
        2920 Oak Circle
        Columbus, GA 31907

Bankruptcy Case No.: 10-40232

Chapter 11 Petition Date: February 24, 2010

Court: United States Bankruptcy Court
       Middle District of Georgia (Columbus)

Debtor's Counsel: Stephen G. Gunby, Esq.
                  P.O. Box 1846
                  Columbus, GA 31902
                  Tel: (706) 324-3448
                  Fax: (706) 327-3958
                  Email: sggunby@bellsouth.net

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

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

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

             http://bankrupt.com/misc/gamb10-40232.pdf

The petition was signed by Ronald A. Edwards, CEO/president of the
Company.


SANTA CLARA: Wants Access to East West Cash to Pay Operating Costs
------------------------------------------------------------------
Santa Clara Square, LLC, asks the U.S. Bankruptcy Court for the
Northern District of California for authorization to use the cash
collateral of East West Bank, a secured creditor, to pay its
operating expenses for the post-petition period (end of December
2009, and January 2010.)  The outstanding expenses are:

   Thoits Insurance:                   $2,026
   City of Santa Clara (Utilities):      $657
   Bay Alarm:                            $281
   Starlite Sweeper:                   $1,100
   Martinez Gardening:                   $600
   Trustee's Fees                        $325
   Alpha Invest. & Prop. Mgt.          $2,500
   Total:                              $7,490

East West consented to the Debtor's use of cash collateral to pay
these amounts, with payment to be made from funds held in the
debtor-in-possession account (current balance of $363,240.)

Los Altos, California-based Santa Clara Square, LLC, filed for
Chapter 11 bankruptcy protection on December 21, 2009 (Bankr. N.D.
Calif. Case No. 09-61196).  Lawrence A. Jacobson, Esq., at the Law
Offices of Cohen and Jacobson, assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and liabilities in its petition.


SEARS HOLDINGS: S&P Changes Outlook to Stable; Keeps 'BB-' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Hoffman
Estates, Illinois-based Sears Holdings Corp. to stable from
negative.  At the same time, S&P affirmed all ratings on Sears,
including the 'BB-' corporate credit rating on the company.

S&P based the rating affirmations and outlook revision on its
analysis of Sears' better-than-expected operating performance in
the fourth quarter ended Jan. 30, 2010, as well as improving
credit measures because of higher profitability and modest debt
reduction.  Total debt to EBITDA declined to about 3.6x in the
fiscal year ended Jan. 30, 2010, from 4.2x a year ago.

The ratings on Sears reflect the relatively high business risk
associated with Sears department stores and Kmart discount
department stores, weak profitability relative to its peers, and
S&P's expectation that both concepts will still face obstacles in
improving sales and store productivity.  S&P is also concerned
about the company's historical use of cash flow to fund share
repurchases and its diminishing reinvestment of cash for capital
expenditures.

Despite continued weakness in sales, Sears reported better-than-
expected operating results for the fourth quarter ended Jan. 30,
2010, as a result of improving gross margin rates and cost
reduction.  Domestic comparable-store sales declined 2.5% after an
increase of 1.7% at Kmart and a decline of 6.1% at Sears' domestic
operations.  For the fiscal year ended Jan. 30, 2010, comparable-
store sales declined 5.1%; there was a 0.8% decline at Kmart and
an 8.7% decline at Sears' domestic operations.  However, well-
controlled inventory levels restored gross margin; this, along
with cost reduction, contributed to improving profitability in the
important fourth quarter.  As a result, EBITDA increased to
$992 million (including pension expense) in the fourth quarter
from $885 million a year ago.  Despite a 1.7% decline in
comparable-store sales, operating results also recovered in the
fourth quarter at Sears Canada because of effective expense
control and tight inventory management.

Although sales trends are improving at Kmart, S&P expects sales to
remain soft at Sears' domestic operations as a result of high
unemployment and a weak housing market, which hampers demand for
high ticket products such as home appliances.  S&P remain
concerned about management's ability to revive sales and improve
store productivity in difficult economic and housing conditions
amid an intensely competitive landscape within the department
store segment.  Still, S&P expects sales and earnings to make some
progress in fiscal 2010 given Sears' disciplined inventory control
and tight expense management, which mitigates some of the effect
of weak sales.


SELDEN ENTERPRISES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Selden Enterprises Limited Partnership
        4124 North Ryan Road
        Creston, CA 93432

Bankruptcy Case No.: 10-10865

Chapter 11 Petition Date: February 24, 2010

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

Judge: Robin Riblet

Debtor's Counsel: Peter Susi, Esq.
                  7 W Figueroa 2nd Fl
                  Santa Barbara, CA 93101-3191
                  Tel: (805) 965-1011
                  Fax: (805) 965-7351
                  Email: cheryl@msmlaw.com

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

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

According to the schedules, the Company has assets of $9,150,395,
and total debts of $6,427,742.

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

The petition was signed by Todd Fisher.


SENIAH CORP: Case Summary & 4 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Seniah Corp.
        c/o William K. Haines, Jr.
        8050 Freedom Avenue NW
        North Canton, OH 44720

Bankruptcy Case No.: 10-60620

Chapter 11 Petition Date: February 24, 2010

Court: United States Bankruptcy Court
       Northern District of Ohio (Canton)

Judge: Russ Kendig

Debtor's Counsel: Patrick J. Keating, Esq.
                  Buckingham, Doolittle & Burroughs LLP
                  3800 Embassy Parkway, Suite 300
                  Akron, OH 44333
                  Tel: (330) 258-6554
                  Fax: (330) 252-5554
                  Email: pkeating@bdblaw.com

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

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

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

             http://bankrupt.com/misc/ohnb10-60620.pdf

The petition was signed by William K. Haines, Jr., president of
the Company.


SHALLOWBAG MARINA: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Shallowbag Marina, LP
        2839 Paces Ferry Road, Ste. 880
        Atlanta, GA 30339

Bankruptcy Case No.: 10-65225

Chapter 11 Petition Date: February 24, 2010

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

Judge: Robert Brizendine

Debtor's Counsel: Gregory D. Ellis, Esq.
                  Lamberth, Cifelli, Stokes, Ellis & Nason
                  Suite 550, 3343 Peachtree Road, NE
                  Atlanta, GA 30326-1022
                  Tel: (404) 262-7373

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

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

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

            http://bankrupt.com/misc/ganb10-65225.pdf

The petition was signed by Stephanie A. Haugen.


SHEARIN FAMILY: Bankr. Administrator Wants Conversion or Dismissal
------------------------------------------------------------------
Marjorie K. Lynch, the bankruptcy administrator for the Eastern
District of North Carolina, has asked the U.S. Bankruptcy Court
for the Eastern District of North Carolina to convert Shearin
Family Investments, LLC's Chapter 11 bankruptcy case to Chapter 7
or, in the alternative, dismiss the Debtor's case.

Ms. Lynch says that the Debtor has failed to pay its quarterly
fees for the fourth quarter of 2009.

Based in Rocky Mount, North Carolina, Shearin Family Investments,
LLC owns and operates a condominium resort in Carteret County, in
North Carolina.  The company filed for Chapter 11 relief on
Oct. 13, 2008 (Bankr. E.D. N.C. Case No. 08-07082).  Amy M. Faber,
Esq., at Stubbs & Perdue, P.A., and Trawick H. Stubbs, Jr., Esq.,
at Stubbs & Perdue, P.A., represent the Debtor as counsel.  When
the Debtor filed for protection from its creditors, it listed
assets of $46,327,546 and debts of $49,260,007.


SIRIUS XM RADIO: Enterprise Value 18 Times Projected 2010 EBITDA
----------------------------------------------------------------
The Wall Street Journal's Martin Peers wrote Friday that Sirius XM
Radio's valuation is "out of this world."  Mr. Peers explained
that Sirius' financial statements indicate it has 3.6 billion
shares outstanding.  However, including the 40% that Liberty Media
Corporation would get from converting preferred shares in Sirius,
the outstanding shares would be 6.45 billion.

"On Sirius's stock price of $1.07, that means the company's
enterprise value is a whopping 18 times estimated 2010 earnings
before interest, taxes, depreciation and amortization, or Ebitda,"
Mr. Peers wrote for the Journal.

Mr. Peers noted that accounting analyst Robert Willens said
accounting rules require a company to exclude "potential common
shares" from computation of its share count if it is losing money
from continuing operations.  Sirius on Thursday reported its third
consecutive annual net loss.  Sirius posted a net loss of
$342.790 million for the year ended December 31, 2009, from net
losses of $5.313 billion for 2008 and $565.252 million for 2007.
Total revenue was $2.472 billion for 2009 compared to $1.663
billion for 2008 and $922.066 million for 2007.

Mr. Peers recalled Liberty obtained the preferred stock as part
payment for its bailout of Sirius in February 2009.  Liberty paid
$12,500 for the preferred shares, in addition to providing loans.
"Sirius has since repaid those loans, but the common stock
underlying the preferred shares now is valued at $2.8 billion,"
Mr. Peers said.

"The current valuation is hard to justify, even assuming Sirius's
subscription service continues to expand.  A more reasonable
enterprise value to the Ebitda multiple might be about eight,
higher than that of cable-TV operators whose business is somewhat
similar, which suggests the stock is worth only 26 cents," Mr.
Peers said.

In its 2009 annual report on Form 10-K, Sirius said Liberty has
significant influence over its business and affairs.  Sirius said
pursuant to the terms of the preferred stock held by Liberty
Media, Sirius cannot take certain actions, such as certain
issuances of equity or debt securities, without the consent of
Liberty Media.  Additionally, Liberty Media has the right to
designate six members of Sirius' 15-member board of directors.

"The interests of Liberty Media may differ from our interests.
The extent of Liberty Media's stock ownership in us also may have
the effect of discouraging offers to acquire control of us,"
Sirius said.

                       About Sirius XM Radio

Based in New York, Sirius XM Radio Inc. has two principal wholly
owned subsidiaries, XM Satellite Radio Holdings Inc. and Satellite
CD Radio Inc.  XM Satellite Radio Holdings Inc. owns XM Satellite
Radio Inc., the operating company for the XM satellite radio
service.  Satellite CD Radio Inc. owns the Federal Communications
Commission license associated with the SIRIUS satellite radio
service.  XM Satellite Radio Inc. owns XM Radio Inc., the holder
of the FCC license associated with the XM satellite radio service.

In July 2008, the Company's wholly owned subsidiary, Vernon Merger
Corporation, merged with and into XM Satellite Radio Holdings Inc.
and, as a result, XM Satellite Radio Holdings Inc. became Sirius'
wholly owned subsidiary.

As of December 31, 2009, the Company had total assets of
$7.263 billion against total liabilities of $7.226 billion.

                           *     *     *

As reported by the Troubled Company Reporter on February 3, 2010,
Moody's Investors Service upgraded Sirius XM Radio Inc.'s
Corporate Family Rating to Caa1 from Ca, Probability of Default
Rating to B3 from Caa3, and speculative-grade liquidity rating to
SGL-2 from SGL-3.  The upgrades reflect Moody's view that
continued expected improvement in the company's operating results
and recent refinancing actions to term out debt have improved its
liquidity position and significantly lowered near-term default
risk.  Realized synergies from the merger of Sirius and XM and
stabilization of the subscriber base is driving a significant
shift in Sirius XM's earnings performance, with EBITDA turning
positive in 2009 for the first time in the company's history.

On January 29, the TCR said Standard & Poor's Ratings Services
raised its corporate credit rating on Sirius XM Radio and its
subsidiaries, XM Satellite Radio Holdings Inc. and XM Satellite
Radio Inc. (which S&P analyze on a consolidated basis), to 'B'
from 'B-'.


SIRIUS XM RADIO: Reports $342 Million Net Loss for 2009
-------------------------------------------------------
SIRIUS XM Radio on Thursday reported its third consecutive annual
net loss.  SIRIUS XM Radio posted a net loss of $342.790 million
for the year ended December 31, 2009, from net losses of
$5.313 billion for 2008 and $565.252 million for 2007.  Total
revenue was $2.472 billion for 2009 compared to $1.663 billion for
2008 and $922.066 million for 2007.

As of December 31, 2009, the Company had total assets of
$7.263 billion against total liabilities of $7.226 billion.

In a news release, SIRIUS XM Radio said pro forma 2009 revenue was
$2.53 billion, up 4% over 2008 pro forma revenue of $2.44 billion,
and pro forma adjusted income from operations of $463 million,
versus ($136) million in 2008.

"2009 was a notable year of firsts for SIRIUS XM: The first full
year of positive pro forma adjusted income from operations and the
first full year of positive free cash flow in the company's
history," said Mel Karmazin, the Chief Executive Officer of SIRIUS
XM.  "We demonstrated considerable operating momentum in the
fourth quarter -- the addition of over 250,000 subscribers, ARPU
growth, revenue growth, improved SAC, and continued operating cost
reductions.  These gains position us to deliver on our 2010
guidance."

In the fourth quarter 2009, the Company's pro forma average
revenue per subscriber (ARPU) grew to $10.92 from $10.65 in the
fourth quarter of 2008.  The average self-pay monthly customer
churn rate was 2.0% in the fourth quarter of 2009, as compared
with 1.8% in the fourth quarter of 2008.

Fourth quarter of 2009 pro forma revenue was $684 million, up 6%
from fourth quarter 2008 pro forma revenue of $644 million.
Subscriber acquisition costs (SAC) per gross subscriber addition
was $64 in the fourth quarter of 2009, an improvement of 9% over
the $70 in SAC per gross subscriber addition in the fourth quarter
of 2008.

In the fourth quarter of 2009, SIRIUS XM achieved pro forma
adjusted income from operations of $115 million as compared with
$32 million in the fourth quarter of 2008. Free cash flow in the
quarter of 2009 was $150 million compared to $26 million in the
fourth quarter of 2008.  The pro forma fourth quarter 2009 net
loss was ($25) million as compared with ($248) million in the
fourth quarter of 2008.  On a GAAP basis, the fourth quarter 2009
net income was $14 million compared to a loss of ($246) million in
the 2008 quarter.

"The $599 million improvement in full-year pro forma adjusted
income from operations illustrates the strength of our business
model and also demonstrates the economic benefit generated by the
SIRIUS-XM merger in July 2008," said David Frear, the Company's
Executive Vice President and Chief Financial Officer.  "With over
$380 million in cash, positive free cash flow and continued growth
in adjusted income from operations, our financial condition has
never been stronger," Mr. Frear added.

                           2010 Outlook

Looking to 2010, the Company expects full-year revenue of over
$2.7 billion.  Free cash flow is expected to remain positive in
2010.

"We expect to add over 500,000 net subscribers this year,
exceeding the company's previous subscriber high of 19 million at
the end of 2008. We also expect this year's adjusted income from
operations to be up approximately 20% to $550 million," said Mr.
Karmazin.

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?554e

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?554f

                     Donnelly Employment Deal

On January 14, 2010, the Company entered into a new employment
agreement with Patrick L. Donnelly to continue to serve as its
Executive Vice President, General Counsel and Secretary, through
January 13, 2014.  The Employment Agreement supersedes Mr.
Donnelly's existing employment agreement and provides for an
initial base salary of $575,000, with specified increases.  If Mr.
Donnelly's employment is terminated without cause or he terminates
his employment for good reason, the Company is obligated to pay
him a lump sum payment equal to his then annual salary and the
cash value of the bonus last paid or payable to him in respect of
the preceding fiscal year and to continue his health and life
insurance benefits for one year.  The Company's obligations to pay
the amounts are subject to Mr. Donnelly's execution of a valid
release of claims against the Company and his compliance with
certain restrictive covenants.  The Company also has agreed to
indemnify Mr. Donnelly for any excise taxes that may be imposed on
him under Section 280G of the Internal Revenue Code.

The Company granted Mr. Donnelly an option to purchase 13,163,495
shares of the Company's common stock at an exercise price of
$0.6669 per share (the last sale price of the Company's common
stock on the Nasdaq Global Select Market prior to the execution of
the Employment Agreement).  The Option will generally vest in four
equal installments on each of January 14, 2011, January 14, 2012,
January 14, 2013 and January 14, 2014, subject to earlier
acceleration or termination under certain circumstances.

                       About Sirius XM Radio

Based in New York, Sirius XM Radio Inc. has two principal wholly
owned subsidiaries, XM Satellite Radio Holdings Inc. and Satellite
CD Radio Inc.  XM Satellite Radio Holdings Inc. owns XM Satellite
Radio Inc., the operating company for the XM satellite radio
service.  Satellite CD Radio Inc. owns the Federal Communications
Commission license associated with the SIRIUS satellite radio
service.  XM Satellite Radio Inc. owns XM Radio Inc., the holder
of the FCC license associated with the XM satellite radio service.

In July 2008, the Company's wholly owned subsidiary, Vernon Merger
Corporation, merged with and into XM Satellite Radio Holdings Inc.
and, as a result, XM Satellite Radio Holdings Inc. became Sirius'
wholly owned subsidiary.

                           *     *     *

As reported by the Troubled Company Reporter on February 3, 2010,
Moody's Investors Service upgraded Sirius XM Radio Inc.'s
Corporate Family Rating to Caa1 from Ca, Probability of Default
Rating to B3 from Caa3, and speculative-grade liquidity rating to
SGL-2 from SGL-3.  The upgrades reflect Moody's view that
continued expected improvement in the company's operating results
and recent refinancing actions to term out debt have improved its
liquidity position and significantly lowered near-term default
risk.  Realized synergies from the merger of Sirius and XM and
stabilization of the subscriber base is driving a significant
shift in Sirius XM's earnings performance, with EBITDA turning
positive in 2009 for the first time in the company's history.

On January 29, the TCR said Standard & Poor's Ratings Services
raised its corporate credit rating on Sirius XM Radio and its
subsidiaries, XM Satellite Radio Holdings Inc. and XM Satellite
Radio Inc. (which S&P analyze on a consolidated basis), to 'B'
from 'B-'.


SORENSON HUNTING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Sorenson Hunting Lodge and Resort, Inc.
          fdba Spring Lake Hunting Lodge and Resort
          fdba Spring Lake Hunt Club
        44915 218th Street
        Oldham, SD 57041

Bankruptcy Case No.: 10-40099

Chapter 11 Petition Date: February 24, 2010

Court: United States Bankruptcy Court
       District of South Dakota (Southern (Sioux Falls)

Judge: Charles L. Nail, Jr.

Debtor's Counsel: A. Thomas Pokela, Esq.
                  PO Box 2621
                  Sioux Falls, SD 57101-2621
                  Tel: (605) 338-6151
                  Email: thomaspokela@qwestoffice.net

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

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

According to the schedules, the Company has assets of $1,630,000,
and total debts of $881,845.

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/sdb10-40099.pdf

The petition was signed by Brad Lingbeck, director of the Company.


SPANSION INC: Donald Smith Owns Zero Shares of Class A Stock
------------------------------------------------------------
Donald Smith & Co., Inc., disclosed with the U.S. Securities and
Exchange Commission on February 11, 2010, that it beneficially
owns zero shares of Spansion Inc. Class A Common Stock.

                    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: Jennison Discloses 0% Ownership of Stock
------------------------------------------------------
Jennison Associates LLC discloses with the U.S. Securities and
Exchange Commission on February 12, 2010, that it beneficially
owns zero shares of Spansion Inc. Common Stock.

Jennison Associates furnishes investment advice to several
investment companies, insurance separate accounts, and
institutional clients -- the Managed Portfolios.  As a result of
its role as investment adviser of the Managed Portfolios,
Jennison may be deemed to be the beneficial owner of the shares
of Spansion Inc.'s Common Stock held by those Managed Portfolios.

Prudential Financial, Inc. indirectly owns 100% of equity
interests of Jennison.  As a result, Prudential may be deemed to
have the power to exercise or to direct the exercise of the
voting or dispositive power that Jennison may have with respect
to the Issuer's Common Stock held by the Managed Portfolios.

                    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: Reports $514,059,000 Net Loss for 2009
----------------------------------------------------
Spansion Inc. filed with the Court its 2009 annual report on form
10-K with the Securities and Exchange Commission on February 12,
2010.  A full-text copy of Spansion Inc.'s 10-k is available for
free at http://ResearchArchives.com/t/s?52b4


                         Spansion Inc.
             Consolidated Statement of Operations
               For Year Ended December 27, 2009

Net Sales                                        $1,059,408,000
Net sales to related parties                        351,245,000
                                                 --------------
Total net sales                                   1,410,653,000

Cost of sales                                     1,103,757,000
Research and Development                            136,449,000
Sales, general and administrative                   216,298,000
In-process Research and Development                           -
Restructuring charges                                46,852,000
Asset impairment charges                             12,538,000
                                                 --------------
Operating loss before reorganization items         (105,241,000)

Other Income (expense)
Interest and other income                             4,038,000
Interest expense                                    (50,976,000)
Gain on deconsolidation of subsidiary                30,100,000
                                                 --------------
Loss before reorganization items                   (122,079,000)
Reorganization Items                               (391,383,000)
                                                 --------------
Loss before income taxes                           (513,462,000)
(Provision) Benefit for income taxes                   (597,000)
                                                 --------------
Net Loss                                          ($514,059,000)
                                                 ==============

                          Spansion Inc.
              Consolidated Statement of Cash Flows
               For Year Ended December 27, 2009

Cash Flows from Operating Activities:
Net loss                                          ($514,059,000)
Adjustment to reconcile net loss to net
cash provided by operating activities:
Depreciation, amortization                         168,368,000
Asset impairment charges                            14,045,000
Provision for doubtful accounts                     19,832,000
Provision for deferred income taxes                     18,000
Net loss on sale and disposal                           76,000
Compensation recognized under ESOP                  12,419,000
Gain on deconsolidation of subsidiary              (30,100,000)
Gain on sale of Suzhou plant                        (4,669,000)
Loss from write-off of rejected leases               3,090,000
Amortization of debt premium and discount            1,540,000
Changes in operating assets and liabilities:
  Decrease in accounts receivables                 (248,352,000)
  Decrease(increase) in inventories                 180,569,000
(Increase)decrease in prepaid expenses             (10,448,000)
  Increase in other assets                           (5,165,000)
  Increase(decrease) in accounts payable            629,396,000
(Decrease) increase in income taxes payable         (2,708,000)
  Increase(decrease) in deferred income              11,665,000
  Increase(decrease) in deferred income              11,032,000
                                                 --------------
Net cash provided by operating activities           236,549,000

Cash Flows from Investing Activities:
Proceeds from sale property, plant, equip.            4,352,000
Purchases of property, plant, equipment             (29,713,000)
Loan made to an investee                             (5,263,000)
Cash proceeds from PTI                               15,539,000
Proceeds from redemption of ARS                      14,775,000
Cash decrease due to deconsolidation                (52,092,000)
Cash decreases due to the sale of Suzhou            (10,431,000)
                                                 --------------
Net cash provided by investing activities           (62,833,000)

Cash Flows From Financing Activities:
Proceeds from borrowings                            117,758,000
Payments on debt and capital lease                  (79,863,000)
                                                 --------------
Net cash provided by financing activities            37,895,000

Effect of exchange rate changes on cash              (3,095,000)
                                                 --------------
Net increase in cash and equivalents                208,516,000
Cash and cash equiv. beginning period               116,387,000
                                                 --------------
Cash and cash equiv. at end of period              $324,903,000
                                                 ==============

                    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)


TENNECO INC: Fitch Upgrades Issuer Default Rating to 'BB+/RR1'
--------------------------------------------------------------
Fitch Ratings has upgraded Tenneco Inc.'s Issuer Default Rating
and outstanding debt:

  -- IDR to 'B+' from 'B';

  -- Senior secured revolving credit facility to 'BB+/RR1' from
     'BB/RR1';

  -- Senior secured term loan to 'BB+/RR1' from 'BB/RR1';

  -- Senior secured tranche B-1 letter of credit/revolving loan
     facility to 'BB+/RR1' from 'BB/RR1';

  -- Senior secured second lien notes to 'BB/RR2' from 'CCC/RR6';

  -- Senior unsecured notes to 'B-/RR6' from 'CCC/RR6';

  -- Subordinated notes to 'B-/RR6' from 'CCC/RR6'.

The Rating Outlook is Positive.  Approximately $1.2 billion of
debt outstanding is covered by these ratings.

The upgrade is supported by improvements in the credit profile,
Fitch's expectations for additional deleveraging in 2010 and an
improved global automotive environment.  TEN's credit profile
improved in the fourth quarter because of solid profitability,
strong free cash flow, and debt reduction, all of which combined
to drive gross leverage materially lower.  The upgrade is also
driven by the strong liquidity position and the outlook for
significant revenue growth.  This is due to expectations for
higher light vehicle production globally and new opportunities for
sales to commercial vehicles, which TEN has forecasted will be a
significant addition to original equipment revenues going forward.
Furthermore, during the challenges in 2009 the company took
restructuring actions that should increase operating efficiencies
and allow for margin expansion.

The Positive Outlook is driven by Fitch's view that the company's
credit profile will continue to improve, the profile could be
strong for the new rating over the next twelve months and further
positive ratings actions may be warranted if TEN's favorable
operating trend persists and if the industry recovery continues.

Concerns remain centered on revenue concentration in Europe given
Fitch's outlook for flat production, the company's underfunded
pension plan, exposure to commodities, and the possibility that
working capital requirements may negatively impact free cash flow
as a result of significant revenue growth.

While the company's sales are globally diversified, 44% of its
sales in 2009 were from Europe, South America and India, which is
a concern.  Fitch forecasts that European light vehicle sales will
decline in 2010 due to the lack of government incentives to boost
vehicle demand; as a result, production volumes are forecasted to
slightly decline.

This credit concern is mitigated by TEN's somewhat diverse sales
mix.  Sales to the original equipment manufacturers accounted for
approximately 78% of sales and aftermarket sales contributed 22%
to the top line in 2009.  Furthermore, Fitch believes that
material new wins, particularly in the non-automotive area, should
provide solid top-line growth over the next several years in the
event of continued weakness in automotive production.

The Recovery Ratings on the senior secured facilities (revolving
credit facility, Term Loan A, and Tranche B1) remain 'RR1' which
implies a recovery in the range of 91%-100%.  With stronger
earnings, Fitch believes the outlook for recovery ratings for the
second lien notes has improved to 'RR2' from 'RR6'; the new
recovery rating implies a recovery between 71% and 90%.  The
senior unsecured and subordinated notes recovery ratings remain
'RR6' which reflects a recovery in the range of 0%-10%.  The
recovery ratings reflect Fitch's recovery expectations under a
scenario in which distressed enterprise value is allocated to the
various debt classes.

In 2009, free cash flow was $121 million and Fitch expects it to
be positive again in 2010 given the company's cash preservation
initiatives.  With greater earnings and reduced borrowings,
leverage at the end of the recent quarter declined to 3.5 times
(x), a significant change from 5.0x at the end of the prior
quarter.  While profits have driven the earnings portion of the
equation, the company's equity offering in November 2009 generated
net proceeds of $188 million which was used for debt reduction.
The combination of these two factors drove the significant
sequential change.  Fitch projects that leverage could fall to
below 3.0x during 2010.

Liquidity at the end of 2009 was $797 million which consisted of
$167 million of cash on the balance sheet and $630 million on the
revolving credit facility.  In addition, the company has a U.S.
accounts receivable program which can be used up to $100 million.
TEN also has European accounts receivable programs which benefits
the company's liquidity position; some of these European programs
can be cancelled with 30 days notice.

Importantly, TEN does not have any significant debt maturities
until 2012 when $700 million of the $830 million of the credit
facility expires.  TEN had a $249 million underfunded pension
obligation, which due to losses in the equity and fixed income
markets in 2008, is likely to require incremental contributions
over the near term.  At the end of 2008, the pension funding
status was 59%.  The company expects to make 2010 contributions of
$54 million to the plans.

Over the longer term, TEN's position in the emissions segment
positions the company well to expand its customer base and
volumes.  Also over a longer time horizon, product demand should
increase given plans for tighter emission standards and expected
growth in revenues and profits that should come from TEN's
migration to more technological, value-added products which should
also support margins.


THOMAS KAMINSKY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Joint Debtors: Thomas O. Kaminsky
               Cathy S. Kaminsky
                 aka Catherine Simic Kaminsky
               5727 E. Monterosa St.
               Phoenix, Az 85018

Bankruptcy Case No.: 10-04692

Chapter 11 Petition Date: February 24, 2010

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

Debtors' Counsel: John N. Skiba, Esq.
                  Jackson White, PC
                  40 North Center Street, Suite 200
                  Mesa, AZ 85201
                  Tel: (480) 464-1111
                  Fax: (480) 464-5692
                  Email: jskiba@jacksonwhitelaw.com

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

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

According to the schedules, the Company has assets of $1,993,353
and total debts of $3,089,931.

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

             http://bankrupt.com/misc/azb10-04692.pdf

The petition was signed by the Joint Debtors.


THORNBURG MORTGAGE: Creditors Seek to Cut Venable's Fees
--------------------------------------------------------
A group of unsecured creditors has criticized as excessive a
request by TMST Inc.'s counsel for almost $500,000 in fees for
certain work done in the real estate investment firm's Chapter 11
case and asked for the fees to be reduced, according to Law360.

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).
Thornburg has changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, has been tapped as
counsel.  Orrick, Herrington & Sutcliffe LLP is employed as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., have been tapped as investment
banker and financial advisor.  Protiviti Inc. has also been
engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.

On October 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc. and TMST Hedging
Strategies, Inc.


TIMOTHY RAY: Gets Interim Okay to Use Cash Collateral
-----------------------------------------------------
Timothy Ray Wright obtained interim authorization from the Hon.
Sarah S. Curley of the U.S. Bankruptcy Court for the District of
Arizona to use cash collateral until May 1, 2010.

Bank of America, N.A. (BofA) has consented to the Debtor's request
to use the cash collateral.  As security for repayment of an
indebtedness in an aggregate amount of at least $9,832,349, BofA
holds a lien on properties.  A list of the properties, along with
a copy of the budget, is available for free at:

               http://ResearchArchives.com/t/s?5553

BofA hasn't consented to the surcharge of the BofA Real Property
Collateral or any of the BofA Cash Collateral.  The Debtor may not
surcharge the BofA Real Property Collateral or any of the BofA
cash collateral and surcharge cash collateral to maintain property
rental business as a going concern.

The Court has set a final hearing for March 24, 2010, at 1:30 p.m.
on the Debtor's request to use cash collateral.

BofA is represented by Gallagher & Kennedy PA.

Phoenix, Arizona-based Timothy Ray Wright -- dba Timothy R. Wright
and Timothy Wright -- filed for Chapter 11 bankruptcy protection
on December 14, 2009 (Bankr. D. Ariz. Case No. 09-32244).  Howard
C. Meyers, Esq., at Burch & Cracchiolo, P.A., assists the Company
in its restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


TISHMAN SPEYER: Bank Debt Trades at 21% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Tishman Speyer
Properties is a borrower traded in the secondary market at 78.92
cents-on-the-dollar during the week ended Friday, Feb. 26, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.96
percentage points from the previous week, The Journal relates.
The Company pays 175 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Dec. 27, 2012, and carries
Moody's Ba2 rating.  It is not rated by Standard & Poor's.  The
debt is one of the biggest gainers and losers among 188 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Tishman Speyer Properties -- http://www.tishmanspeyer.com/-- lays
claim to New York City's Chrysler Building and Rockefeller Center.
The property company invests in, develops, and/or operates
commercial real estate.  Other well known holdings include
Berlin's Q 205 project (the first post-reunification development
in the city's center) and Chicago's Franklin Center (one of the
city's largest office properties).  The company owns or has
developed more than 115 million sq. ft. in Asia, Europe, South
America, and the US since it was founded in 1978.  The company
also has projects in India, China, and Brazil, and owns some
92,000 residential units around the world.


TLC VISION: Strategic Turnaround Owns 1.08% of Common Stock
-----------------------------------------------------------
Strategic Turnaround Equity Partners LP (Cayman), et al.,
disclosed that as of February 23, 2010, they may be deemed to
beneficially own shares of TLC Vision Corp.'s common stock, par
value $0.01 per share:

                                       Shares
                                       Beneficially
   Company                             Owned         Percentage
   -------                             ------------  ----------
Trinad Capital Master Fund, Ltd.        2,087,296      4.13%
Trinad Management, LLC                  2,087,296      4.13%
Strategic Turnaround Equity Partners,
  L.P. (Cayman)                           543,910      1.08%
Galloway Capital Management LLC           543,910      1.08%
Robert Ellin                            2,087,296      4.13%
Gary Herman                               557,410      1.10%
Bruce Galloway                          1,277,082      2.53%
Larry Hopfenspirger                     1,499,436      2.96%
David Sandberg                          1,075,984      2.13%
Red Oak Partners, LLC                     622,597      1.23%
The Red Oak Fund, LP                      622,597      1.23%
Pinnacle Partners, LLC                    453,387       .90%
Pinnacle Fund, LLLP                       453,387       .90%

Strategic Turnaround is a fund primarily focused on investing in
undervalued public equities.  Galloway Capital is principally
engaged in serving as the general partner of Strategic Turnaround.
Gary L. Herman and Bruce Galloway are the managing members of
Galloway Capital.

Trinad Capital is a fund dedicated to investing in micro-cap
companies.  Trinad Management is principally engaged in serving as
the general partner of Trinad Capital.  Robert Ellin is the
managing member of Trinad Management.

Larry Hopfenspirger is an individual investor principally involved
in the business of investments.

David Sandberg is the controlling member of Red Oak Partners.  Red
Oak Partners (i) manages Red Oak Fund and (ii) is general partner
of Pinnacle Partners, which manages Pinnacle Fund (each of
Pinnacle Fund and Red Oak Fund a "Fund" and, collectively, the
"Funds").  The Funds are private investment vehicles formed for
the purpose of investing and trading in a wide variety of
securities and financial instruments.  The Funds directly own the
shares as reported in this statement.  Each of the filers
disclaims beneficial ownership with respect to any shares other
than shares owned directly by said filer.

The Reporting Persons additionally disclose that they are not
satisfied with, and intend to object to the Company's proposed
plan of reorganization, which was filed with the United States
Bankruptcy Court for the District of Delaware on December 21,
2009.  The Company's plan contemplates, among other things, (i)
the cancellation of all of the Debtors' existing common stock; and
(ii) the issuance of common stock in a reorganized entity to the
Debtors' prepetition secured lenders and certain members of senior
management, and nothing for the equity holders.

The Reporting Persons render their own independent investment
decisions.  An informal arrangement may be deemed to exist between
the Reporting Persons.   Although there is no formal agreement,
the Reporting Persons may seek to have discussions with management
or the Board of Directors or the Company's lenders, advisors,
other investors, or may determine to correlate their activities
with respect to their investment in the Company.

The aggregate percentage of shares of Common Stock outstanding
reported owned by each Reporting Person is based on the 50,565,219
shares outstanding as of November 13, 2009, which is the total
number of shares outstanding as reported in the Company's
quarterly report on Form 10-Q, as filed with the Securities and
Exchange Commission on November 16, 2009.

A full-text copy of Strategic Turnaround's amended Schedule 13D is
available for free at http://researcharchives.com/t/s?5554

                         About TLC Vision

TLCVision -- http://www.tlcvision.com/ -- is North America's
premier eye care services company, providing eye doctors with the
tools and technologies needed to deliver high-quality patient
care.  Through its centers' management, technology access service
models, extensive optometric relationships, direct to consumer
advertising and managed care contracting strength, TLCVision
maintains leading positions in Refractive, Cataract and Eye Care
markets.

TLC Vision (USA) Corporation, and two of its corporate affiliates
filed petitions for Chapter 11 on Dec. 21, 2009 (Bankr. D. Del.
Case No. 09-14473).  The petition says assets and debts are
$100 million to $500 million.

The Company's lead U.S. restructuring counsel is the law firm of
Proskauer Rose LLP and Canadian restructuring counsel is the law
firm of Torys LLP.  The Company's financial advisor is Conway Del
Genio Gries & Co., LLC.  Epiq Bankruptcy Solutions is claims and
notice agent.


TRIBUNE CO: Bank Debt Trades at 39% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 60.89 cents-on-the-
dollar during the week ended Friday, Feb. 26, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.89 percentage
points from the previous week, The Journal relates.  .  The loan
matures May 17, 2014.  Tribune pays 300 basis points above LIBOR
to borrow under the facility.  Moody's has withdrawn its rating on
the bank debt, while it is not rated by Standard & Poor's.  The
debt is one of the biggest gainers and losers among 188 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRIDENT RESOURCES: Courts OK Sale & Investor Solicitation Process
-----------------------------------------------------------------
Trident Resources Corp., Trident Exploration Corp. and their
affiliates, disclosed that on February 19, 2010, in conjunction
with the ongoing restructuring proceedings under the Companies'
Creditors Arrangement Act (the "CCAA") in Canada and Chapter 11 of
the United States Bankruptcy Code in the United States, the
Canadian Court and the US Court (the "Courts") each approved a
"back-stop" commitment letter that provides for a US$200 million
equity commitment, subject to a number of conditions being met.

The Courts also approved a sale and investor solicitation process
(the "SISP") which provides the opportunity to invest in Trident
or to acquire some or all of the Trident assets and business.  The
SISP is being undertaken under the supervision of FTI Consulting
Canada ULC, the Court-appointed Monitor in the CCAA proceedings.
The terms of the SISP are available on the Monitor's website at
http://cfcanada.fticonsulting.com/trident.

Any party that wishes to participate in the SISP must contact
William Shaw (212-403-5221, william.shaw@rothschild.com) or
Marcelo Messer (212-403-3716 marcelo.messer@rothschild.com) of
Rothschild Inc., financial advisor to Trident. The deadline for
letters of intent is March 31, 2010.

                    About Trident Resources

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.


TRONOX INC: Gets Nod for Settlement With Term Loan Lenders
----------------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York has approved the Settlement
Agreement entered into by and between Tronox Incorporated and its
debtor affiliates, the Official Committee of Unsecured Creditors,
and Credit Suisse AG, as administrative agent under the Credit
Agreement dated November 28, 2005, concerning the term loan
facility under the Credit Agreement and certain litigation related
to the facility brought on behalf of Tronox by the Creditors'
Committee.

The Settlement Agreement results in substantial benefits to the
Debtors' estates, including receiving payment of the $5 million
Escrow Amount for the benefit of the estates.

The Settlement Agreement will be binding and enforceable against
the Debtors and their estates, Credit Suisse AG, acting on behalf
of and at the direction of the Required Lenders under the Credit
Agreement, and the Lenders.

Nothing contained in any plan confirmed in any of the Chapter 11
cases or any order of the Court confirming any plan will conflict
with or derogate from the provisions of the Settlement Agreement
or the Order.

On February 26, 2010, the parties will execute and the Creditors'
Committee will file a stipulation dismissing the Committee
Litigation with prejudice.

The mutual releases contained in the Settlement Agreement will be
effective as of the Effective Date, and each Party will be deemed
to have released and to be permanently enjoined from asserting,
pursuing or prosecuting in any manner and in any forum any claims
released pursuant to the Settlement Agreement, including claims
arising from the negotiation of or entry into the Settlement
Agreement.

Claim No. 2327 filed by the Agent on behalf of the Lenders in
connection with claims arising under the Credit Agreement will be
deemed allowed and paid in full after giving effect to the
payments to be made under the Settlement Agreement.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: OKs Rejection of Pittman & Koehler Contracts
--------------------------------------------------------
The Bankruptcy Court has authorized Tronox Inc. and its units to
reject the HR Contracts of Gary Pittman and Dr. Berndt U. Koehler.
The Contracts are rejected effective as of February 23, 2010.

The Executives must file (a) any proof of claim, or (b) any
amendment to any proof s of claim filed previously, for damages
arising from the rejection of the HR Contracts on or before
March 25, 2010.

ronox Incorporated terminated the employment of Mr. Adams on
August 15, 2008, Mr. Brown on December 4, 2008, Ms. Mikkelson on
May 8, 2009, and Mr. Corbett on May 31, 2009.

On September 3, 2008, Tronox Incorporated entered into an
Executive Employment Agreement with Gary Pittman, pursuant to
which Mr. Pittman was employed as Vice President of Special
Projects.  Tronox Incorporated terminated the employment of Mr.
Pittman on January 23, 2009.

On May 18, 2007, Tronox LLC entered into an agreement regarding a
"Success Bonus" with Dr. Berndt Koehler, who was employed as
Business Director with Tronox Pigments GmbH, a non-debtor and
formerly one of Tronox's German subsidiaries.  Dr. Koehler is
entitled to a bonus if Tronox's Uerdingen, Germany facility, owned
by Tronox Pigments GmbH, is successfully sold.

On March 13, 2009, Tronox's German subsidiaries filed for
insolvency protection in Germany.  As a result of that filing,
Tronox LLC is no longer in control of these subsidiaries.
Accordingly, Tronox LLC is no longer pursuing a sale of the
Uerdingen Facility and no longer pays any employee associated with
that facility.  Because the Debtors no longer need to incentivize
Dr. Koehler to pursue a successful sale of the Uerdingen Facility,
the Debtors have determined to reject the Koehler Contract to
avoid any potential administrative expense claim on account of
that contract.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRONOX INC: RTI Hamilton Lawsuit Dismissed by Court
---------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York has granted Tronox LLC's Motion to
Dismiss RTI Hamilton, Inc.'s Adversary Complaint and all counts of
the Adversary Complaint are dismissed.

In a Memorandum of Decision, the Court states that the language of
the supply agreement between Tronox LLC and RTIH within its four
corners is clear and unambiguous.  Judge Gropper says the Supply
Agreement carefully allocates responsibilities to the parties
regarding the construction of the plant and the supply of product.
On the other hand, he notes that the agreement contains no
representation or warranty by either party as to its financial
condition, and it contains no obligation on either party to inform
the other of matters relating to financial condition.

According to Judge Gropper, the fact that Tronox has admitted in
the Adversary Case against Anadarko Petroleum Corporation and
Kerr-McGee Corporation that it is and has been undercapitalized or
insolvent does not constitute an automatic breach of a contract
that does not otherwise contain a representation relating to
solvency or financial status.

Moreover, Judge Gropper relates, RTIH's allegations as to bad
faith by Tronox relate only to an alleged failure to disclose
facts and conduct prior to the execution of the Supply Agreement.
As there are no allegations in the complaint that Tronox has acted
in bad faith during performance under or enforcement of the
contract, Tronox's motion to dismiss the claim must be granted,
Judge Gropper says.

RTIH may have 10 days to move to amend the Complaint, and Tronox
may have 10 days to respond to any motion, Judge Gropper rules.

In the absence of a timely motion to amend, the adversary
proceeding will be closed, and judgment entered in favor of
Tronox.

Prior to the Court's entry of the Order, RTIH objected to the
proposed order filed by the Debtors dismissing the adversary
complaint as it does not allow RTIH to amend its Adversary
Complaint.  RTIH also asked the Court to grant it leave to amend
its Adversary Complaint.

Tronox, however, asserted that because RTIH's proposed amendments
to its complaint fail to address deficiencies recognized by the
Court in its Memorandum of Decision granting Tronox's motion to
dismiss allowing RTIH leave to amend would be futile.  RTIH's
opposition further confirms that the adversary proceeding is
simply an attempt to avoid its "take or pay" obligations with
respect to a project that it abandoned for its own business
reasons -- not because of any confusion regarding Tronox's
financial condition, Tronox asserted.

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRUMP ENTERTAINMENT: Attys' Fee Dispute Heading to 3rd Circuit
--------------------------------------------------------------
Law360 reports that a group of developers embroiled in protracted
litigation with Trump Entertainment Resorts Inc. over a Florida
land purchase has asked a federal appeals court to consider its
request for attorneys' fees after a district court said it was
barred by the automatic stay in Trump's bankruptcy.

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
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


TSG INCORPORATED: Has Access to PNC Bank's Cash Until May 21
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
approved a third stipulation, authorizing TSG Incorporated to use
cash collateral of PNC Bank, National Association until 5:00 p.m.
(ET) on May 21, 2010.

A continued hearing on the Debtor's use of cash collateral will be
held on May 18, 2010, at 10:30 a.m. (ET) in Courtroom No. 4, 900
Market Street, Philadelphia, Pennsylvania.

As reported in the Troubled Company Reporter on January 18, 2010,
the Debtor owes PNC Bank, National Association, a total amount of
$4.9 million under three separate loans: (i) a term loan in the
original principal face amount of $6.5 million, of which
approximately $2.3 million is outstanding (the "Term Loan"),
(ii) a line of credit in the original principal face amount of
$2 million, of which approximately $1.745 million is outstanding
(the "Line of Credit"); and (iii) a line of credit (that was
subsequently converted into a term loan) in the original principal
face amount of $1.5 million, of which approximately $895,000 is
outstanding (the "Converted Line of Credit").

The Debtor would use the cash collateral to pay employees,
maintain its assets, provide financial information, and perform
any task that would maximize the value of its assets and to
reorganize.

Pursuant to the stipulation:

   1. the Debtor is permitted to exceed expenses by an amount not
      more than 5% of the total expenses or 5% with respect to
      each individual line item;

   2. the unused amount of the cash collateral may be deferred for
      use or later use during the period; and

   3. the Debtor will not increase its payroll without the prior
      written consent of the lender or the Court.

As adequate protection of PNC's interest in the cash collateral,
the Debtor will grant PNC replacements liens.  The Debtor will
also make periodic cash payments.

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.


US CONCRETE: Moody's Downgrades Corporate Family Rating to 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service downgraded U.S. Concrete's corporate
family rating and probability of default rating to Caa2 from Caa1
and the rating for its senior subordinated notes to Caa3 from
Caa2.  Its speculative grade liquidity rating remains SGL-4, and
its outlook remains negative.

The downgrades reflect continued volume deterioration of ready-
mixed concrete and precast concrete, resulting from weak
construction activity across all market segments, particularly the
company's largest segment, non-residential construction.  Moody's
believes that non-residential construction will continue to
decline in 2010 and ready-mixed concrete prices will weaken.  As a
result, the company's profitability is expected to continue to
suffer and its debt-to-EBITDA leverage to remain elevated over the
next year.  The downgrades also reflect weak liquidity and the
risk of credit agreement covenant violations in 2010.

As a result of the above mentioned pressures, the company
announced plans to engage Lazard FrŠres & Co. and Alix Partners as
financial advisors, and Kirkland & Ellis LLP as a legal advisor as
it considers alternatives to strengthen its balance sheet.  One
prospective outcome may entail a securities exchange for its
subordinated notes that Moody's could view as a distressed
exchange, akin to a limited default.

The SGL-4 reflects U.S. Concrete's weakened liquidity position,
including weak cash flow generation, heavy reliance on the
revolving credit facility and risk of covenant violations in 2010.
The company entered into an amendment of its senior credit
facility to temporarily lower the springing fixed-charge coverage
availability trigger from $25 million to $20 million, providing it
with an additional $5 million in short-term liquidity until
April 30, 2010.  It also received a waiver for any potential cross
defaults that might be triggered by the non-payment of interest
due on April 1, 2010 on the senior subordinated notes.  U.S.
Concrete's liquidity may be weakened by cash contributions to the
company's Superior Materials joint venture, which also faces
potential covenant violations and credit facility refinancing
needs.

The negative outlook reflects the risk of potential delays in
stimulus-related infrastructure spending or of a delay in the
recovery of residential construction, which would negatively
affect the company's credit metrics, liquidity position, credit
agreement covenant compliance, and credit facility refinancing
risk.

The Caa2 corporate family rating reflects the company's highly
cyclical operating performance, high financial leverage, low
profitability, heavy reliance on a single product, lack of
vertical integration, high fixed cost structure, and current
pricing pressures.  The rating is supported by the company's
geographic diversification and strong presence in markets with
favorable long-term growth prospects, such as Texas (Dallas / Fort
Worth and West Texas) and Northern California, which together
account for approximately two-thirds of its revenues.  The rating
is also supported by the company's exposure (19% of revenues) to
the public infrastructure and street and highway construction
markets, which are expected to benefit from federal stimulus
funding.

Moody's last rating action occurred on November 18, 2009, at which
time U.S. Concrete's corporate family rating was downgraded to
Caa1 from B2, and its senior subordinated notes to Caa2 from B3.

U.S. Concrete, headquartered in Houston, Texas, is a producer of
ready-mixed concrete, precast concrete and concrete-related
products, and ranks among the top ten ready-mixed concrete
producers in the U.S. The company serves construction markets in
West Texas, Dallas / Fort Worth, Northern California, the Atlantic
region, and Michigan, with a primary focus on Texas and California
markets.  In 2008, U.S. Concrete generated approximately
$754 million in revenues and shipped approximately 6.5 million
cubic yards of ready-mixed concrete.


USI HOLDINGS: S&P Gives Stable Outlook, Keeps CCC Rating
--------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on USI Holdings Corp. to stable from negative.  At the
same time, Standard & Poor's affirmed its 'B-' counterparty
credit, 'B-' senior secured debt, and 'CCC' subordinated unsecured
debt ratings on USI.  The recovery rating on USI's senior secured
debt remains '3' (50%-70% recovery), and the recovery rating on
its unsecured debt is unchanged at '6' (0%-10% recovery).

The outlook on USI had been negative since the first quarter of
2008, primarily because the company's performance had been lower
than both S&P's expectations and peers' results.  In addition, S&P
had concerns regarding the company's ability to manage through the
soft pricing cycle.  Since then -- under the leadership of Mike
Sicard, who took over as CEO in late 2007 -- the company has been
taking appropriate strategic measures to improve its financial and
business profile.  S&P believes management has a clear strategy
and is committed to maximizing organic revenue growth, improving
operating efficiencies, and making fewer acquisitions, with a
greater commitment to more effectively integrating acquired
companies into the organization.  To date, management has been
building traction to achieve these goals through initiatives such
as institutionalized sales pipeline management and tracking
processes, better coordinated carrier-relations efforts, value
proposition enhancements, talent additions in both leadership and
producer ranks, and more effective operational controls.

Somewhat mitigating this positive traction is S&P's view that many
of these initiatives are, in some respects, only now enabling the
company to catch up on many operational and business processes
that several peers have already had in place for some time.
Further, S&P believes it will continue to take time for these
business initiatives to translate into material improvements in
financial results, particularly given the economic headwinds that
are currently having a negative impact on USI and its peers in the
broker segment.  As a result, the company's financial performance
has remained somewhat weak this year.  Still, the stable outlook
incorporates S&P's belief that USI has positioned itself to
display tangible improvements in its financial results in 2010.

Further contributing to the stable outlook, USI has demonstrated
adequate financial management through the tough market cycle.  The
company can offset the material organic growth declines through
disciplined expense management as well as selected strategic
acquisitions, which resulted in EBITDA growth and margin expansion
during 2009.  Its liquidity is appropriate for the rating level.
Finally, USI has a healthy cushion with respect to its restrictive
covenants, consisting mainly of a maximum leverage test.

The rating on USI reflects its highly leveraged balance sheet,
limited financial flexibility, and industry-trailing operating
performance as well as the pressure on organic growth and
profitability from a continued challenging pricing environment and
economic climate.  Somewhat offsetting these weaknesses is USI's
earnings diversification, encompassing product placement through
its property/casualty, employee benefits, and specialized benefits
divisions.  Moreover, USI benefits from a strategy that emphasizes
organic growth and improving operating efficiencies as well as an
enhanced competitive position through the expansion of the
company's national footprint, primarily from acquisitions.

"The ratings will come under pressure if the company's revenue and
profitability and resultant coverage metrics fall short of S&P's
expectations," noted Standard & Poor's credit analyst.  "This
could happen because of the unsuccessful execution of recent
strategic initiatives, a greater-than-anticipated impact from the
unfavorable pricing or economic climate, or more aggressive
financial management.  On the other hand, if the company
significantly exceeds S&P's outlined expectations, there could be
positive rating movement over the medium to long term."


VION PHARMACEUTICALS: Plan Outline Hearing Set for Today
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
consider at a hearing on March 1, 2010, at noon (prevailing
Eastern Time,) Vion Pharmaceuticals, Inc.'s Disclosure Statement
explaining its proposed plan of liquidation.  Objections were due
February 26, 2010.

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

According to the Disclosure Statement, the Plan provides for the
liquidation the Debtor's estate and distribute the remaining
assets, which consists mainly of sale proceeds, to holders of
allowed claims.  The Plan also contemplates the transfer of the
Debtor's assets and liabilities into the Vion Liquidating Trust.
The liquidating trustee will be the disbursing agent that will
make all distributions under the Plan.

                        Treatment of Claims

  Type of Claim                Plan Treatment        Est. Recovery
  -------------                --------------        -------------
Administrative Claims        Paid full in cash          100%

Priority Tax Claims          Paid full in cash          100%

Class 1 - Priority           Paid full in cash          100%

Class 2 - Secured            Paid full in cash          100%

Class 3 - General Unsecured  Each holder paid its     13% - 17%
Claims, including notes      pro rata share of
Claims                       distributable cash

Class 4 - Interests and      No distribution              0%
related related claims
arising from common stock

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

The Court will also consider confirmation of the Plan on April 6,
2010, at 11:30 a.m.

                  About Vion Pharmaceuticals Inc.

New Haven, Connecticut-based Vion Pharmaceuticals Inc. is a
developer of cancer drug therapies.  Vion Pharmaceuticals filed
for Chapter 11 bankruptcy protection on December 17, 2009 (Bankr.
D. Del. Case No. 09-14429).  Christopher M. Samis, Esq., and John
Henry Knight, Esq., at Richards, Layton & Finger, P.A., assist the
Company in its restructuring effort.  Roth Capital Partners, LLC,
assisted the Debtor with the sale of all or key assets during the
Chapter 11 proceeding.  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


VION PHARMACEUTICALS: Gets FDA Response on Protocol Assessment
--------------------------------------------------------------
Vion Pharmaceuticals Inc. had received a response from the U.S.
Food and Drug Administration on a Special Protocol Assessment for
its oncology therapeutic Onrigin(TM) (laromustine) Injection.

In January 2010, Vion filed a SPA with the FDA related to a
randomized Phase II/III trial of Onrigin(TM) in combination with
low-dose Ara-C in elderly patients with newly diagnosed acute
myeloid leukemia.  In its response, the FDA requested that the
Company conduct a separate Phase II trial of Onrigin(TM) and
review the results of this trial with the FDA prior to conducting
a Phase III trial.

The SPA process is intended to evaluate a Phase III protocol whose
data will form the primary basis for an efficacy claim.  The Phase
II/III randomized trial for which the Company filed the SPA had
been designed in response to the FDA's complete response letter to
the Company's New Drug Application for Onrigin(TM) that required a
randomized trial be conducted to support the approval of
Onrigin(TM) for the treatment of AML.

On December 17, 2009, Vion filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court in the District of Delaware.  On
February 11, 2010 Vion filed with the Court a Chapter 11 Plan of
Liquidation and a related disclosure statement.  A hearing is
scheduled to consider approval of the Disclosure Statement on
March 1, 2010 and the Plan on April 6, 2010.  Assuming that these
hearings are held on or before the scheduled dates, and that the
Plan is so confirmed at the scheduled hearing and goes effective
by its terms, Vion anticipates that it will then no longer be a
reporting company under the Securities Exchange Act of 1934, as
amended.

Bankruptcy law does not permit solicitation of acceptances of the
Plan until the Court approves the Disclosure Statement.

                  About Vion Pharmaceuticals Inc.

New Haven, Connecticut-based Vion Pharmaceuticals Inc. is a
developer of cancer drug therapies.  Vion Pharmaceuticals filed
for Chapter 11 bankruptcy protection on December 17, 2009 (Bankr.
D. Del. Case No. 09-14429).  Christopher M. Samis, Esq., and John
Henry Knight, Esq., at Richards, Layton & Finger, P.A., assist the
Company in its restructuring effort.  Roth Capital Partners, LLC,
assisted the Debtor with the sale of all or key assets during the
Chapter 11 proceeding.  The Company listed $10,000,001 to
$50,000,000 in assets and $50,000,001 to $100,000,000 in
liabilities.


VISTEON CORP: Court Declines to Remove Pensioners From Committee
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Visteon Corp.'s
cases sought an order from the Court, directing the Office of the
United States Trustee to:

  (a) reconstitute the composition of the Creditors Committee
      by removing representatives of the Pension Plan
      Participants; and

  (b) appoint an official committee of Pension Plan
      Participants.

As previously reported, the U.S. Trustee, at the Court's
direction, appointed on February 1, 2010, (i) Chris A. Hensel of
Program Supply Electronics for Visteon Corporation, (ii) Robert
Leiss, president of UAW Local 1695, and (iii) Michael Lostutter,
the director of the IUE-CWA's Pension Fund & 401K Plan as
additional members to the Creditors Committee.

Representatives of the Creditors Committee, an ad hoc committee
of Pension Plan Participants, the IUE-CWA and UAW shared with the
U.S. Trustee common beliefs that the interests of the Pension
Plan Participants, general unsecured creditors and other
stakeholders would be best served by the appointment of an
official committee of Pension Plan Participants, William P.
Bowden, Esq., at Ashby & Geddes, P.A., in Wilmington, Delaware,
counsel for the Committee, pointed out.

The Creditors Committee noted that while it believes the
representatives of the Pension Plan Participants will strictly
maintain confidentiality and will take an objective view of
operational matters relative to the Debtors' businesses, other
key participants in the Debtors' cases may not share that comfort
level.

"As a result, the presence of the representatives of the Pension
Plan Participants on the Creditors Committee may well
substantially inhibit the Creditors Committee's ability to engage
these other participants, and to negotiate and resolve the
important operational and financial restructuring issues the
Debtors' case present," Mr. Bowden said.

The Pension Plan Participants' focus on the survival of the
Pension Plans, and less direct interest in the other crucial
operational issues confronting unsecured creditors, augers for
the appointment of an official committee of Pension Plan
Participants, Mr. Bowden emphasized.

He noted that the other members of the Creditors Committee have
additional complex issues that the Pension Plan Participants
might not take a direct interest.  Those issues include:

  -- engaging relevant parties in formulating an alternative
     plan that will fund a substantial recovery for unsecured
     creditors;

  -- seeking out the best means of recapitalizing reorganized
     Visteon;

  -- determining how to allocate value among unsecured
     creditors; and

  -- determining how to best implement and consummate the
     Debtors' operational restructuring.

Mr. Bowden further asserted that the addition of the
representatives of Pension Plan Participants to the Creditors
Committee may very well detract from or dilute the effectiveness
of both the representatives and the Creditors Committee, on
behalf of their respective constituencies.

The Creditors Committee's Reconstitution Motion is supported by
the Ad Hoc Pension Committee.  The interim Ad Hoc Committee of
Non-Union Defined Benefit Plan Participants of Visteon Entities
also filed its joinder to the Reconstitution Motion.

                          Parties React

Roberta A. DeAngelis, the Acting U.S. Trustee for Region 3, and
Wilmington Trust FSB, as administrative agent under the Debtors'
senior secured term loan facility, on behalf of itself and the
several lenders of the Prepetition Term Loan Facility, opposed
the relief requested by the Creditors' Committee.

Ms. DeAngelis averred that since the Debtors have not
affirmatively moved to terminate or modify the Pension Plans, the
appointment of a separate Pension Plan Committee is not
appropriate.

Wilmington Trust contended that the Debtors are correct, and that
the Court should reconsider and vacate its January 21, 2010
Order.  Wilmington Trust asserted that if the Court does not do
so, it should deny the Committee's Reconstitution Motion.
Wilmington Trust added that the Bankruptcy Code does not
authorize the appointment of an Official Committee of Pension
Plan Participants because they are not creditors.

                          *     *     *

For records set forth in open court, Judge Sontchi denied the
Committee's request.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Has Access to Cash Collateral Until March 17
----------------------------------------------------------
Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware entered his Eleventh Supplemental Interim
Order authorizing Visteon Corporation and its debtor affiliates
to further use the cash collateral through March 17, 2010.

The Debtors' use of the Cash Collateral will be subject to
compliance of a prepared budget, a copy of which is available for
free at http://bankrupt.com/misc/Visteon_March19Budget.pdf

A final hearing will be held on March 16, 2010.  Parties who
oppose the Cash Collateral use have until March 11 to send in
their formal objections.

A full-text copy of the 11th Supplemental Interim Cash Collateral
Order is available for free at:

      http://bankrupt.com/misc/Visteon_11thCashColl.pdf

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Wants Plan Exclusivity Until April 30
---------------------------------------------------
Visteon Corporation and its debtor affiliates ask Judge
Christopher S. Sontchi of the U.S. Bankruptcy Court for the
District of Delaware to further extend:

  (a) their exclusive period to file a Chapter 11 plan of
      reorganization through April 30, 2010; and

  (b) their exclusive periods to solicit acceptances of that
      plan through July 30, 2010.

The Debtors filed their Exclusivity Period Extension Motion on
February 17, 2010, and designated it as their Second Exclusivity
Motion.

Simultaneous with the filing of their recent Exclusivity Motion,
the Debtors also delivered to a Court a further status report on
their reorganization proceedings for the month of February 2010.

Previously, under the January 2010 Status Report, the Debtors
noted that the filing of their plan of reorganization on
December 17, 2009, appeared to have spurred a number of parties to
action.  The prospect of no recovery for bondholders, the
freshening of the capital markets, the Debtors' operational
success, and signs of a potential rebound in the automotive
sector precipitated major institutions, who hold substantial
amounts of the Debtors' unsecured bonds, to reach out to the
Debtors and the Official Committee of Unsecured Creditors
regarding the possibility of entering into a backstopped rights
offering to raise junior capital.  In this light, since early
January, the Debtors continued to seek progress toward developing
confirmable plan options with their creditor constituents, Mark
A. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, relates under the February Status Report.

Mr. Billion summarizes the Debtors' recent activities:

  * In early January 2010, the Debtors entered into
    confidentiality agreements with 11 financial institutions
    regarding exit financing.

  * On January 15, 2010, the Debtors, Ford Motor Company, the
    holders of the Debtors' prepetition secured term loan debt,
    and the Committee reached a "stand still" agreement to allow
    each of the parties the opportunity to explore whether
    alternative plan structures may be viable.  As part of the
    Stand Still Agreement, as extended pursuant to a stipulation
    and order on February 8, 2010, the parties effectively
    agreed to an extension of the Debtors' Exclusive Plan Filing
    Period through March 16, 2010, and an extension of the
    Debtors' Exclusive Solicitation Period through April, 22,
    2010.

  * On January 19, 2010, one of the holders of the Debtors'
    outstanding notes sent the Debtors a proposed plan and
    rights offering term sheet contemplating a fully backstopped
    $900 million equity commitment.

  * In early February 2010, seven financial institutions
    provided preliminary indications of interests with respect
    to those financing.

  * On February 1, 2010, about 30 of the Noteholders putatively
    representing a majority of all tranches of the Debtors'
    unsecured bonds submitted a plan term sheet premised on a
    backstopped $950 million rights offering along with a signed
    equity commitment letter.

  * On or around February 8, 2010, the Debtors and certain of
    putative backstop parties completed several weeks of
    negotiations with respect to, and executed confidentiality
    agreements to enable access to the comprehensive data room
    maintained by the Debtors.  In addition, the Restricted
    Backstop Parties retained industry-specific advisors,
    including OHorizons, LLC and Conway Mackenzie, Inc., to
    assist in their due diligence.

  * On February 9, 2010, the Debtors' senior management team
    and their financial advisors met with certain of the
    Restricted Backstop Parties and their advisors to provide
    them with a comprehensive overview of the Debtors' business
    plan.

  * On February 12, 2010, the Noteholders provided the Debtors
    with a draft work plan that contemplates continued
    diligence over the next several weeks with a target date of
    on or about March 15, 2010, for completion of definitive
    documents and filing of a junior creditor rights offering-
    based plan.

  * On February 15, 2010, the Debtors' senior management team
    and their financial advisors met again with the Noteholders
    and financial advisors that attended the February 9, 2010
    meeting.

The Debtors inform the Court that they have also been in active
and near continuous discussions with the Term Lenders regarding
possible modifications to the December 17, 2009 Plan of
Reorganization.

Meanwhile, by all accounts, the Debtors tell Judge Sontchi that
they have continued to perform well in bankruptcy,
notwithstanding continued turbulence in the automotive sector.
The Debtors maintain that all major constituencies seem to agree
they have skillfully managed their businesses through the Chapter
11 process and have kept information and communication flowing
freely in a concerted effort to drive consensus and preserve and
enhance the value of their estates.

"Without doubt, the positive momentum generated on a number of
fronts since filing the plan on December 17, 2010, will help
ensure Visteon's successful emergence from chapter 11 while
maximizing value for all stakeholders," Mr. Billion says.  "But
to determine how to achieve its exit from chapter 11, Visteon
must, and will, work with each of the parties as they continue
their rigorous diligence efforts," he maintains.

According to Mr. Billion, the Debtors must continue their
analysis of each of the issues presented by the proposals as
received and to the extent those proposals evolve.  He adds that
at this stage of the cases, the Debtors and their advisors are
considering, among other things:

  -- Whether the funding proposed by the Noteholders will
     actually materialize on acceptable terms to permit the
     filing of a feasible alternate plan with a sustainable
     capital structure;

  -- What level of debt reorganized Visteon will be able to
     service to assure future success and continued access to
     new business;

  -- Whether, and to what extent, reinstatement of any unpaid
     term debt is legally available;

  -- Whether there is a viable plan alternative that would allow
     the Debtors to maintain all of their pension plans and
     provide some form of recovery to unsecured creditors;

  -- The inherent litigation and execution risks associated with
     each of the parties' alternative plan structures; and

  -- Most importantly, whether key customers, including Ford,
     which the Committee continues to threaten with protracted
     litigation, would support an alternative to the filed plan.

Mr. Billion asserts that the potential plan sponsors need
additional time to swiftly complete their diligence efforts.  He
notes that the Noteholders' work plan contemplates that diligence
will continue through the middle of March 2010.

The Debtors aver that while they may ultimately have multiple
restructuring options, their goals in these Chapter 11 cases
remain the same.  Deleveraging of the Debtors' balance sheet and
addressing legacy costs remains critical to their go-forward
business, Mr. Billion points out, so that customers will be
assured that the Debtors will be a reliable and stable partner
for the multiyear vehicle platforms and programs that are the
lifeblood of the Original Equipment Manufacturer/supplier
relationship.  Achieving consensus between key stakeholders
remains ideal, he adds, because a protracted and litigious stay
in bankruptcy could destroy the Debtors' value and inject
substantial additional risk, time, and expense into the process
of returning Visteon to financial health.

Accordingly, the Debtors relate that they intend to progress
these cases toward confirmation as soon as a plan structure --
whether it be the filed plan or an alternative plan structure --
emerges as the most feasible way to deleverage their balance
sheet, address legacy costs, and assure their OEM customers that
they will be a reliable and stable supplier and partner in the
future.

Against this backdrop, the Debtors assert that all of the factors
courts generally weigh in determining whether to extend
exclusivity weigh in favor of extending their Exclusive Periods.

The Debtors remind the Court that in less than nine months since
the Petition Date, they have effectuated an aggressive
operational restructuring and executed on a number of liquidity-
enhancing measures, including attaining substantial accommodation
agreements with five key customers and procuring a favorable
debtor-in-possession financing facility from a subset of the Term
Lenders.  The Debtors add that they have also begun their claims
reconciliation process in an effort to determine the extent of
the claims pool and its impact on potential recoveries.

The Court will convene a hearing on March 16, 2010, to consider
the Debtors' exclusivity request.  Objections are due no later
than March 11.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Bank Debt Trades at 109.66% in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Visteon
Corporation is a borrower traded in the secondary market at 109.66
cents-on-the-dollar during the week ended Friday, Feb. 26, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.73
percentage points from the previous week, The Journal relates.
The loan matures on May 30, 2013.  Visteon pays 300 basis points
above LIBOR to borrow under the facility.  Moody's has withdrawn
its rating on the bank debt and it is not rated by Standard &
Poor's.  The debt is one of the biggest gainers and losers among
188 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Earns $184 Million in 2009 Despite Sales Decrease
---------------------------------------------------------------
Visteon Corporation and subsidiaries reported net income of
$184.0 million on net sales of $6.68 billion for the year ended
December 31, 2009, compared to a net loss of $647.0 million on net
sales of $9.54 billion for the year ended December 31, 2008.

Net sales decreased $2.86 billion during the year ended
December 31, 2009, when compared to the same period of 2008,
consisting of a $2.66 billion decrease in product sales and a
$202 million decrease in services revenues.  The decrease in
product sales included a $1.7 billion decline associated with
lower production volumes and customer sourcing actions in all
regions and for all major customers, $610 million associated with
facility divestitures and closures, $300 million of unfavorable
currency primarily related to the Euro and Korean Won, and net
customer price reductions.

Net sales for Climate were $2.54 billion for the year ended
December 31, 2009, compared with $3.14 billion for the same period
of 2008, representing a decrease of $600 million.  Net sales for
Electronics were $2.17 billion for the year ended December 31,
2009, compared to $3.28 billion for the same period of 2008,
representing a decrease of $1.11 billion.  Net sales for Interiors
were $1.92 billion and $2.80 billion for the years ended
December 31, 2009 and 2008, respectively, representing a decrease
of $877 million.

Services revenues primarily relate to information technology,
engineering, administrative and other business support services
provided by the Company to Automotive Components Holdings, LLC
("ACH"), an indirect, wholly-owned subsidiary of the Company.
Said services are generally provided at an amount that
approximates cost.  Total services revenues were $265 million for
the year ended December 31, 2009, compared with $467 million for
the same period of 2008.  The decrease in services revenue
represents lower ACH utilization of the Company's services in
connection with the terms of various agreements.

The Company's gross margin was $597 million for the year ended
December 31, 2009, compared with $459 million for the same period
in 2008, representing an increase of $138 million.

Selling, general and administrative expenses were $331 million for
the year ended December 31, 2009, compared with $553 million for
the same period in 2008, representing a decrease of $222 million.

The Company recorded restructuring expenses of $84 million for the
year ended December 31, 2009, compared to $147 million for the
same period in 2008.  Substantially all of the Company's
restructuring expenses are related to employee severance and
termination benefit costs.

The Company recorded reimbursement for qualifying restructuring
costs of $62 million and $113 million for the years ended
December 31, 2009, and 2008, respectively, pursuant to the terms
of the Amended Escrow Agreement.  All remaining funds available
under the Amended Escrow Agreement were fully utilized during
2009.

On March 31, 2009, representatives from KPMG were appointed as
administrators of Visteon UK Limited, a company organized under
the laws of England and Wales and an indirect, wholly-owned
subsidiary of Visteon Corporation.  As of March 31, 2009, total
assets of $64 million, total liabilities of $132 million and
related amounts deferred as "Accumulated other comprehensive
income" of $84 million, were deconsolidated from the Company's
balance sheet resulting in a deconsolidation gain of $152 million.
The Company also recorded $57 million for contingent liabilities
related to the UK Administration, including $45 million of costs
associated with former employees of the UK Debtor, for which the
Company was reimbursed from the escrow account on a 100% basis.

On December 24, 2009, the Company terminated a lease arrangement
that was subject to a previous sale-leaseback transaction, ceasing
the Company's continuing involvement and triggering the
recognition of $30 million of previously deferred gains on the
sale-leaseback transaction.  This amount was partially offset by a
loss of $10 million associated with the remaining net book value
of leasehold improvements associated with the facility and
$9 million of other losses and impairments related to asset
disposals.

The Company recorded reorganization items of $60 million for the
year ended December 31, 2009.  These items are primarily related
to professional service fees.

Interest expense was $117 million for the year ended December 31,
2009, compared to $215 million for the year ended December 31,
2008.  The decrease is primarily due to the Company ceasing to
record interest expense in connection with the Chapter 11
proceedings.  Interest income was $11 million for the year ended
December 31, 2009, compared to $46 million for the year ended
December 31, 2008.

The Company's 2009 provision for income tax was $80.0 million, a
$36 million decrease when compared with 2008.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed $5.02 billion in total assets, $5.47 billion in total
liabilities (including $2.82 billion in liabilities subject to
compromise), resulting in a $455 million shareholders' deficit.

A full-text copy of the Company's annual report for 2009 is
available at no charge at http://researcharchives.com/t/s?555e

                      Bankruptcy Proceedings

During 2008, weakened economic conditions, largely attributable to
the global credit crisis, and erosion of consumer confidence,
negatively impacted the automotive sector on a global basis.

Despite actions taken by the Company to reduce its operating costs
in 2008, the rate of reductions did not keep pace with that of the
rapidly deteriorating market conditions and related decline in OEM
production volumes, which resulted in significant operating losses
and cash flow usage by the Company, particularly in the fourth
quarter of 2008.

On March 31, 2009, Visteon UK Limited filed for administration
under the United Kingdom Insolvency Act of 1986 with the High
Court of Justice, Chancery division in London, England.  The UK
Administration does not include the Company or any of the
Company's other subsidiaries.  The UK Administration was initiated
in response to continuing operating losses of the UK Debtor and
mounting labor costs and their related demand on the Company's
cash flows.  Since their appointment, the Administrators have
wound down the business of the UK Debtor and closed its operations
in Enfield, UK, Basildon, UK and Belfast, UK, and made the
employees redundant.  The Administrators continue to realize the
UK Debtor's assets, primarily comprised of receivables.

Amounts related to contingent liabilities for potential claims
under the UK Administration, which may result from (i)
negotiations; (ii) actions of the Administrators; (iii) resolution
of contractual arrangements, including unexpired leases; (iv)
assertions by the UK Pensions Regulator; and, (v) material adverse
developments; or other events, may be recorded in future periods.
Accordingly, no assurance can be provided that the Company will
not be subject to future litigation and/or liabilities related to
the UK Administration.

On May 28, 2009, Visteon and certain of its U.S. subsidiaries
filed voluntary petitions for reorganization relief under Chapter
11 of the U.S. Bankruptcy Code in the Bankruptcy Court for the
District of Delaware.  The reorganization cases are being jointly
administered as Case No. 09-11786.  The Company's other
subsidiaries, primarily non-U.S. subsidiaries, have been excluded
from the Chapter 11 proceedings and continue to operate their
businesses without supervision from the Court and are not subject
to the requirements of the Bankruptcy Code.

The Debtors are currently funding post-petition operations under a
temporary cash collateral order from the Bankruptcy Court and a
$150 million Senior Secured Super Priority Priming Debtor in
Possession Credit and Guaranty Agreement, under which the Company
has borrowed $75 million and may borrow the remaining $75 million
in one additional advance prior to maturity, subject to certain
conditions.

The Company's non-debtor subsidiaries are funding their operations
through cash generated from operating activities supplemented by
customer support agreements and local financing arrangements or
through cash transfers from the Debtors subject to specific
authorization from the Court.

The Company has also entered into various accommodation and other
support agreements with certain North American and European
customers that provide for additional liquidity through cash
surcharge payments, payments for research and engineering costs,
accelerated payment terms, asset sales and other commercial
arrangements.  There can be no assurance that cash on hand and
other available funds will be sufficient to meet the Company's
reorganization or ongoing cash needs or that the Company will be
successful in extending the duration of the temporary cash
collateral order with the Bankruptcy Court or that the Company
will remain in compliance with all necessary terms and conditions
of the DIP Credit Agreement or that the lending commitments under
the DIP Credit Agreement will not be terminated by the lenders.

On August 26, 2009, pursuant to the Bankruptcy Code, the Debtors
filed statements and schedules with the Court setting forth the
assets and liabilities of the Debtors as of the Petition Date.  In
September 2009, the Debtors issued approximately 57,000 proof of
claim forms to their current and prior employees, known creditors,
vendors and other parties with whom the Debtors have previously
conducted business.  An October 15, 2009 bar date was set for the
filing of proofs of claim against the Debtors.

On December 17, 2009, the Debtors filed a plan of reorganization
and related disclosure statement with the Bankruptcy Court.  As
set forth in the Disclosure Statement, the Plan is predicated on
the termination of certain pension plans to ensure the
equitization of secured term lender interests.  The Plan calls for
settlement of the Debtors' estate through the split of equity
interests in the reorganized Debtors between the secured interests
(96%) and the Pension Benefit Guaranty Corporation (4%) on account
of its controlled group underfunding claim, which is structurally
superior to the claims of other unsecured interests.  Disclosure
Statement hearings associated with the Plan scheduled for January
and February 2010 were postponed to allow more time to consider
alternatives to the Plan.

The Company believes that its presently outstanding equity
securities will have no value and will be canceled under any plan
of reorganization and it urges that caution be exercised with
respect to existing and future investments in any security of the
Company.

                       About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global supplier of
climate, interiors and electronics systmes, modules and components
to global automotive original equipment manufacturers.  Visteon
has a workforce of approximately 29,500 employees and a network of
manufacturing operations, technical centers customer service
centers and joint ventures in every major geographic region of the
world.  The Company had assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WASHINGTON MUTUAL: Court Denies Disbandment of Equity Committee
---------------------------------------------------------------
In a written order dated February 17, 2010, Judge Mary F. Walrath
of the United States Bankruptcy Court for the District of
Delaware denied the request of Washington Mutual, Inc., and WMI
Investment Corp., for disbandment of the Official Committee of
Equity Security Holders.

The Order reinforces Judge Walrath's oral ruling on January 28,
2010, denying the request.  She noted at the hearing that equity
holders "have a right to a place at the table."

Composed of seven equity holders, the Equity Committee was
appointed on January 11, 2010, by Roberta A. DeAngelis, the
Acting United States Trustee for Region 3, pursuant to Section
1102(a)(1) of the Bankruptcy Code.

The Debtors argued that any action taken by the Equity Committee
would be duplicative of action they have undertaken in connection
with the prosecution of litigation claims.

Refuting the Debtors' request, the Equity Committee asserted that
it should be allowed to effectively participate in the
formulation of a Chapter 11 plan and the negotiation of
litigation with respect to (i) adversary proceedings relating to
WaMu's request for the turnover of $4 billion in funds held by
JPMorgan Chase Bank, National Association and JPMorgan's
complaint against the Debtors, the Official Committee of
Unsecured Creditors and the Federal Deposit Insurance
Corporation, as receiver for Washington Mutual Bank; and (ii) the
action styled American National Insurance Co., et al. v. FDIC,
litigated in the U.S. District Court for the District of
Columbia, which tackles allegations that JPMorgan engaged in sham
negotiations.

Judge Walrath also denied the request of Black Horse Capital
Management LLC to "properly reconstitute" the membership of the
Equity Committee with the holders of WaMu's true preferred stock
or the Preferred Holders.  The Court slammed Black Horse's
contention that WaMu has issued outstanding preferred stock in
the amount of approximately $7.5 billion, which has a liquidation
preference over common equity.

Judge Walrath's order is consistent with an agreed order reached
among the Debtors, the Equity Committee, the Creditors'
Committee, Black Horse, and the U. S. Trustee.  Holders of senior
notes issued by Washington Mutual Bank have not objected to the
Agreed Order, according to the Debtors.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Plan Participants Insist Rights on HFA Trusts
----------------------------------------------------------------
The H.F. Ahmanson & Co. Trusts entitled participants under the
HFA Deferred Compensation Plans "to immediate lump sum payments
of their Plan benefits at any time subject to penalty," as
enforceable under Section 502(a)(1)(B) of the Employee Retirement
Income Security Act of 1974, Laurie A. Krepto, Esq., at
Montgomery, McCracken, Walker & Rhoads, LLP, in Wilmington,
Delaware, explains on behalf of Plan Participants William E.
Broza, Geoffrey G. Olsen, Kari Noomen, Donald T. Cook, Kevin J.
McDonough and Dottie Jensen.

When the Participants stated their requests for distributions in
2007, WaMu "deliberately refused" its obligation and legal duty
to administer the Ahmanson Plans in accordance with the Plans'
terms, and to distribute the Plan benefits immediately, Ms.
Krepto reveals.  Instead, WaMu intentionally misled the
Participants into believing that they had no right under any
circumstances, Ms. Krepto tells the Court.

Instead of providing the "full and fair" review mandated by
ERISA, WaMu (i) refused to process the Participants' requests,
(ii) failed to tell the Participants about the Ahmanson Plans'
provision that allowed for immediate distributions, (iii) failed
to ensure that they were aware of the Participants' rights under
the Ahmanson Plans, and (iv) failed to provide the Participants
any appeal or review of the Participants' denied claims, Ms.
Krepto relates.

"Each and every time that the Participants reached out to
[WaMu's] Human Resources Department for help in the fall of 2007,
[WaMu] stonewalled the Participants by citing vague concerns
about the risk of 'constructive receipt' and about the
applicability of an inapplicable statute," Ms. Krepto discloses.

Ms. Krepto further points out that at the same time WaMu ignored
the Participants' repeated requests, WaMu Chief Executive Officer
Kerry Killinger and other senior executives received their WaMu
plan benefits through amendment of the WaMu Plan to provide for
"accelerated elections" under Section 409(A) of the Internal
Revenue Code.  However, unlike the Ahmanson Plans whose benefits
are secured by $69 million under the Ahmanson Trusts, WaMu had
not set aside a pool of money in a rabbi trust to fund WaMu Plan
benefits, she notes.

"[Mr.] Killinger alone received over $40 million funded in
company money," Ms Krepto laments.  "Yet, [WaMu] seeks to deny
the Participants' rightful claims to $3 million in Ahmanson Plan
benefits by asserting ownership rights over the $69 million in
the Ahmanson Trusts to pay-off its creditors.  Now that it is in
bankruptcy, it seeks to invoke the insolvency provision of the
Ahmanson Trusts to deny yet again the Participants' rightful
claims."

Accordingly, the Plan Participants ask Judge Walrath to:

  -- deny the Debtors' request to reopen and supplement the
     Debtors' record and exercise ownership of the Ahmanson
     Trusts;

  -- entitle them to benefits under ERISA; and

  -- impose a constructive trust over the funds held in the
     Ahmanson Trusts in their favor in an amount sufficient to
     provide for their interests in the Ahmanson Plans.

          Plan Participants' Objections are Meritless,
                        Debtors Assert

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, explains that the Ahmanson Plans, as "non-
qualified plans," must be unfunded and at all times, involves the
risk of deferred amounts being forfeited.

Distributions under the Ahmanson Plans must be payable from the
general assets of the employer, Mr. Collins elaborates.  If the
employer sets aside assets in a trust to provide funding for
those distributions, the assets must be subject to other
creditors' claims in the event of WaMu's bankruptcy.  Hence, upon
WaMu's bankruptcy, the Funds automatically became property of the
estate, available for distribution to all creditors, while the
deferred compensation participants retain general unsecured
claims against the employer's estate, Mr. Collins continues.
"Exercising its fiduciary duty to maximize the value of its
estate and provide assets for distribution to creditors, WaMu
sought to liquidate the Trusts," Mr. Collins related in a post-
trial brief and memorandum of law filed with the Court.

"The fact that the Trusts' assets are subject to claims of
WaMu's creditors is the precise characteristic of the Trusts that
enabled the Participants -- and all other beneficiaries of, and
participants in, the Ahmanson Plans -- to enjoy tax benefits with
respect to their deferred compensation for years," Mr. Collins
explains.

It seems that the Participants want the Court to disregard the
restrictions under the Trust, so they can get paid ahead of
WaMu's other creditors, Mr. Collins contends.  Moreover, he
notes, the Participants seek direct ownership interest in the
Trust Assets by implementing a constructive trust -- which is
legally defective and factually without merit.

The Plan Participants must assert their claims, along with all
the Debtors' other creditors, against the Debtors' estate,
pursuant to the Chapter 11 process "to ensure fair treatment to
all of the Debtors' creditors," Mr. Collins maintains.

The Official Committee of Unsecured Creditors submitted a joinder
in support of the Debtors' arguments.  The Debtors and Plan
Participants also filed with the Court document appendices to
support their arguments.

          Debtors Seek to File Documents Under Seal

JPMorgan Chase Bank, National Association, paid certain of the
Plan Participants amounts owed pursuant to the WaMu Deferred
Compensation Plan, in exchange for an assignment of proofs of
claim against WaMu.  JPMorgan specifically filed Claim No. 2373
with respect to, among other things, the Assigned Claims.

The Debtors aver that certain personally identifiable and
confidential information with respect to the Claim are central to
arguments they made.  In order for the Debtors to successfully
argue the HFA Trust Motion and for the Court to be fully
informed, the Confidential Information must be referenced in the
Debtors' submitted documents, Mr. Collins says.

Accordingly, the Debtors ask the Court, pursuant to Section
107(c) of the Bankruptcy Code, to authorize them, and direct the
Clerk of the Court, to:

  (a) file redacted versions of the Post-Trial Brief and the
      Confidential Exhibits; and

  (b) submit to the Court and maintain unredacted copies of the
      Post-Trial Brief and Confidential Exhibits under seal.

According to Mr. Collins, the Post-Trial Brief and the
Confidential Exhibits both include the Confidential Information
that consist of personal financial information regarding the
Participants.  Public disclosure of such information could impact
WaMu employees' privacy interests, he insists.

On the contrary, Mr. Collins notes, no harm would befall on any
party by redacting the Confidential Information from the Debtors'
public filings and providing those information only on a limited
basis to those parties who truly need access to it.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: SEC, Ratings Agencies Need Not Produce Docs.
---------------------------------------------------------------
Bankruptcy Judge Mary Walrath entered a written order, denying the
request of Washington Mutual, Inc., to compel its former suitors,
regulatory entities, rating agencies, banks, professional entities
and government agencies to produce documents and witnesses for
examination pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure and Local Rule 2004-1 of Bankruptcy Practice
of the United States Bankruptcy Court for the District of
Delaware.

The Debtors have previously stated that "Knowledgeable Parties"
are likely to have information they currently are unable to
obtain, with respect to the business tort and tortious
interference against JPMorgan Chase Bank, National Association,
in connection with their investigation of certain prepetition
conduct that may unearth estate claims.  The Debtors specifically
sought from the Knowledgeable Parties documents and information
relating to, among others, property, liabilities and financial
condition of WaMu and any other matter which may affect the
administration of their Chapter 11 estates.

Judge Walrath previously denied the request at a hearing on
January 28, 2010, noting that "issuing subpoenas against dozens
of third parties just goes too far," according to reports.  The
Court also suggested that WaMu was trying "an end run" around
discovery to get documents from the Federal Deposit Insurance
Corporation.

In separate filings, the Debtors informed the Court and parties-
in-interest that the Office of Thrift Supervision and TPG
Capital, formerly Texas Pacific Group, have voluntarily produced
documents responsive to the Rule 2004 Exam request.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WEST HAWK: Wants Plan Filing Further Extended Until May 12
----------------------------------------------------------
West Hawk Energy (USA), LLC, et al., have asked the U.S.
Bankruptcy Court for the District of Colorado to extend the period
through which they have the exclusive right to file a plan by an
additional 90 days until May 12, 2010, and to extend the date by
which each class of impaired creditors must accept the plan until
July 12, 2010.

West Hawk filed for Chapter 11 bankruptcy protection on
December 18, 2008, while WHE Holdings, LLC, filed for the same
bankruptcy protection on April 7, 2009.  Holdings' case is jointly
administered with West Hawk's.  Due to substantial identity
between the Debtors, they have filed a motion for substantive
consolidation of their two estates.  That motion is pending.

The Debtors say that KT First Lending, LLC, an affiliate of Chiron
Financial Advisors, LLC, and the proposed lender to the Debtors
under the motion for approval of post-petition financing dated
August 14, 2009, is in direct negotiation with mineral rights
holders regarding the terms of an investment in the Figure Four
Project.  This investment would replace the Debtors' rights with
respect to the Drilling and Development Agreement and would
provide a basis for a plan of reorganization addressing treatment
of claims.  In addition, the Debtors are in discussion with a
group (including some present and former management) for
acquisition of the Debtors' interest in the project on terms that
would provide some recovery to creditors.

The Debtors are aware that a settlement may become an unreachable
possibility, in which case they are willing to consider conversion
of their Chapter 11 bankruptcy case to Chapter 7.  According to
the Debtors, a 90-day extension of the exclusivity periods will
provide the Debtors with sufficient time to negotiate a deal and
draft a plan of reorganization.

The Court has set a hearing for March 2, 2010, at 3:30 p.m. on the
Debtors' request to extend the exclusivity period.

Headquartered in Englewood, Colorado, West Hawk Energy USA, LLC --
http://www.westhawkdevelopment.com/-- provides energy products
(e.g. oil and gas) from a variety of sources.  Assets under
development include the figure four natural gas property located
in the Piceance Basin, Colorado, being developed under a drilling
and development agreement; and the Groundhog coal property located
in northwest British Columbia.

The Company filed for Chapter 11 on Dec. 18, 2008 (Bankr. D. Colo.
Case No. 08-30241).  Cecilia Kupchik, Esq., at Kupchik Rossi LLC
represents the Debtor in its restructuring effort.  The Debtor did
not file a list of 20 largest unsecured creditors.  In its
petition, the Debtor listed assets and debts both ranging from
$10 million to $50 million.


WESTERN REFINING: Bank Debt Trades at 9% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Western Refining,
Inc., is a borrower traded in the secondary market at 90.54 cents-
on-the-dollar during the week ended Friday, Feb. 26, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.64
percentage points from the previous week, The Journal relates.
The Company pays 600 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 31.2014, and carries
Moody's B3 rating and Standard & Poor's BB- rating.  The debt is
one of the biggest gainers and losers among 188 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Western Refining, Inc., headquartered in El Paso, Texas, is an
independent refining and marketing company.  Western owns and
operates a 128,000 barrel per day low complexity light sweet
refinery at El Paso, Texas, a medium sized relatively complex
coking refinery at Yorktown, Virginia, and two very small light
sweet crude oil refineries in the Four Corners region of New
Mexico.


W.R. GRACE: Adage Continues to Own 5.07% of Common Stock
--------------------------------------------------------
In a Schedule 13-G filed with the U.S. Securities and Exchange
Commission on February 16, 2010, Adage Capital Partners, L.P.,
disclosed that it has shared voting power and shared dispositive
power of 3,661,356 shares of W.R. Grace & Co. common stock.

Adage owns an aggregate of 3,661,356 or 5.07% of 72,236,518 Grace
shares issued and outstanding as of October 31, 2009.

Adage Capital Partners GP, L.L.C., Adage Capital Advisors, L.L.C.,
as general partners of ACP, each owns 3,661,356 shares of Grace
common stock.  Robert Atchinson and Phillip Gross, as managing
members of ACP, also disclose ownership of 3,661,356 Grace shares.

The disclosure restates Adage's SEC filing as of December 24,
2009.

                         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: FMR LLC Has 14.43% Equity Stake
-------------------------------------------
FMR LLC disclosed with the Securities and Exchange Commission
on February 16, 2010, that it beneficially owns 10,426,017 shares
of W.R. Grace & Co. common stock, or a 14.43% equity stake in
Grace based on the Company's 72,236,518 shares issued and
outstanding as of October 31, 2009.   FMC LLC has the sole power
to vote or direct the vote on 467,750 shares and the sole power to
dispose, or direct the disposition of, 10,426,017 shares.

Fidelity Management & Research Company, a wholly-owned subsidiary
of FMR LLC and an investment adviser registered under Section 203
of the Investment Advisers Act of 1940, is the beneficial owner
of 9,878,087 shares or 13.675% of Grace outstanding common stock
as a result of acting as investment adviser.

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity
and the funds each has sole power to dispose of the 9,878,087
shares owned by the Funds.

Members of the family of Edward C. Johnson 3d, Chairman of FMR
LLC, are the predominant owners, directly or through trusts, of
Series B voting common shares of FMR LLC, representing 49% of the
voting power of FMR LLC.  The Johnson family group and all other
Series B shareholders have entered into a shareholders' voting
agreement under which all Series B voting common shares will be
voted in accordance with the majority vote of Series B voting
common shares.

Accordingly, through their ownership of voting common shares and
the execution of the shareholders' voting agreement, members of
the Johnson family may be deemed, under the Investment Company
Act of 1940, to form a controlling group with respect to FMR LLC.

Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR LLC,
has the sole power to vote or direct the voting of the shares
owned directly by the Fidelity Funds, which power resides with
the Funds' Boards of Trustees.  Fidelity carries out the voting
of the shares under written guidelines established by the Funds'
Boards of Trustees.

Pyramis Global Advisors Trust Company, an indirect wholly-owned
subsidiary of FMR LLC and a bank as defined in Section 3(a)(6) of
the Securities Exchange Act of 1934, is the beneficial owner of
527,030 shares or 0.730% of the outstanding Common Stock of the
W.R. Grace & Company as a result of its serving as investment
manager of institutional accounts owning those shares.

Edward C. Johnson 3d and FMR LLC, through its control of Pyramis,
each has sole dispositive power over 527,030 shares and sole power
to vote or to direct the voting of 446,850 shares of Common Stock
owned by the institutional accounts managed by PGATC.

FIL Limited and various foreign-based subsidiaries provide
investment advisory and management services to a number of non-
U.S. investment companies and certain institutional investors.
FIL is the beneficial owner of 20,900 shares or 0.029% of the
Common Stock outstanding of the Company.

Partnerships controlled predominantly by members of the family of
Edward C. Johnson 3d, Chairman of FMR LLC and FIL, or trusts for
their benefit, own shares of FIL voting stock with the right to
cast approximately 47% of the total votes which may be cast by
all holders of FIL voting stock.  FMR LLC and FIL are separate
and independent corporate entities, and their Boards of Directors
are generally composed of different individuals.

                         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: P. Norris Resigns From Board of Directors
-----------------------------------------------------
W. R. Grace & Co. has announced that Paul J. Norris has resigned
from its Board of Directors, a transition planned in 2009.  Mr.
Norris joined Grace as President and Chief Executive Officer in
1998 and was elected Chairman of the Board in 1999.  He served as
President until 2003, CEO until 2005 and remained a member of
Grace's Board after relinquishing the Chairman responsibility in
2008.  The Grace Board has nine members after Mr. Norris'
resignation.

"Paul led Grace through one of the most challenging times in its
history," said Fred Festa, Grace's Chairman, President and Chief
Executive Officer.  "While managing through this period, Paul
sharpened Grace's focus on growth and productivity.  He introduced
Six Sigma concepts at Grace and new approaches to safety.  Each
year, Grace locations around the world strive to receive the
Norris Award for outstanding safety performance.  We thank him for
his service to Grace and wish him well."


* Bank Failures This Year Reach 22
----------------------------------
Regulators closed two banks bank Friday -- Rainier Pacific Bank,
Tacoma, WA; and Carson River Community Bank, Carson City, NV --
raising the total closings for this year to 22.

The Federal Deposit Insurance Corporation was appointed receiver
for the banks.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

     1. Depositors
     2. General Unsecured Creditors
     3. Subordinated Debt
     4. Stockholders

                    2010 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                               Loss-Share
                               Transaction Party     FDIC Cost
                  Assets of    Bank That Assumed   to Insurance
                  Closed Bank  Deposits & Bought      Fund
Closed Bank       (millions)   Certain Assets       (millions)
-----------       ----------   --------------      -----------
Rainier Pacific Bank    $446.2    Umpqua Bank, Roseburg    $95.2
Carson River Community   $51.1    Heritage Bank of Nevada   $7.9
George Washington       $412.8    FirstMerit Bank         $141.4
La Jolla Bank         $3,600.0    OneWest Bank, FSB       $882.3
The La Coste Nat'l       $53.9    Community National        $3.7
Marco Community Bank    $119.6    Omaha Bank               $38.1
1st American State       $18.2    Community Development     $3.1
First National Bank     $832.6    Community & Southern    $260.4
Florida Community       $875.5    Premier American Bank   $352.6
American Marine Bank    $373.2    Columbia State Bank      $58.9
Marshall Bank, N.A.      $59.9    United Valley Bank        $4.1
First Regional Bank   $2,180.0    First-Citizens Bank     $825.5
Comm. Bank & Trust    $1,210.0    SCBT, N.A.              $354.5
Charter Bank          $1,200.0    Charter, Albuquerque    $201.9
Evergreen Bank          $488.5    Umpqua Bank, Roseburg    $64.2
Columbia River Bank   $1,100.0    Columbia State Bank     $172.5
Bank of Leeton           $20.1    Sunflower Bank            $8.1
Premier American Bank   $350.9    Bond Street subsidiary   $85.0
Town Community           $69.6    Bank First American      $17.8
St. Stephen State        $24.7    First State Bank          $7.2
Barnes Banking          $827.8    {DINB Created}          $271.3
Horizon Bank          $1,400.0    Washington Federal      $539.1

In 2009, there were 140 failed banks, compared with just 25 for
2008.

A complete list of banks that failed since 2000 is available at:

    http://www.fdic.gov/bank/individual/failed/banklist.html

                   702 Banks on Problem List

In its quarterly banking profile, the Federal Deposit Insurance
Corp. said that the number of institutions on its "Problem List"
rose to 702 at the end of 2009, from 552 at the end of the third
quarter and 252 at the end of 2008.

The FDIC, in its February 23 report, said that total assets of
"problem" institutions were $402.8 billion at yearend 2009,
compared with $345.9 billion at the end of September and $159.0
billion at the end of 2008.  Both the number and assets of
"problem" institutions are at the highest level since June 30,
1993.

The Deposit Insurance Fund (DIF) decreased by $12.6 billion during
the fourth quarter to a negative $20.9 billion (unaudited)
primarily because of $17.8 billion in additional provisions for
bank failures.  Also, unrealized losses on available-for-sale
securities combined with operating expenses reduced the fund by
$692 million.  Accrued assessment income added $3.1 billion to the
fund during the quarter, and interest earned, combined with
termination fees on loss share guarantees and surcharges from the
Temporary Liquidity Guarantee Program added $2.8 billion.  For the
year, the fund balance shrank by $38.1 billion, compared to a
$35.1 billion decrease in 2008.  The DIF's reserve ratio was
negative 0.39% on December 31, 2009, down from negative 0.16% on
September 30, 2009, and 0.36% a year ago.  The December 31, 2009,
reserve ratio is the lowest reserve ratio for a combined bank and
thrift insurance fund on record.

Forty-five insured institutions with combined assets of
$65.0 billion failed during the fourth quarter of 2009, at an
estimated cost of $10.2 billion.  For all of 2009, 140 FDIC-
insured institutions with assets of $169.7 billion failed, at an
estimated cost of $37.4 billion.  This was the largest number of
failures since 1990 when 168 institutions with combined assets of
$16.9 billion failed.

On November 12, 2009, the FDIC adopted a final rule amending the
assessment regulations to require insured depository institutions
to prepay their quarterly risk-based assessments for the fourth
quarter of 2009 and for all of 2010, 2011, and 2012 on December
30, 2009, along with each institution's risk-based assessment for
the third quarter of 2009.   The FDIC is asking banks to prepay
three years of premiums on Dec. 30 to raise $45 billion for the
fund.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

               Problem Institutions      Failed Institutions
               --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the quarter
ended Dec. 31, 2009, is available for free at:

      http://bankrupt.com/misc/FDIC_QBP_Q4_09.pdf


* FDIC Auctions $610.5 Million in Loans From Failed Banks
---------------------------------------------------------
Brian Louis at Bloomberg News reports that the Federal Deposit
Insurance Corp. is seeking bids for $610.5 million of unpaid loans
it's holding from failed U.S. lenders including IndyMac Bank,
Silverton Bank and New Frontier Bank.

Peter Tobin, managing director of New York-based Mission Capital
Advisors LLC, the FDIC's marketing agent and financial adviser for
the offering, said the loans are backed in part by land, developed
lots and condominium construction projects.

Most of the properties are in Colorado, California, Utah and
Idaho, and about 78 percent of the debt is 90 days or more past
due, according to a description on Mission Capital's Web site.

According to Bloomberg, the FDIC is disposing of real estate,
soured mortgages and personal property ranging from tour buses to
palm trees that once belonged to failed banks.


* New Bill Seeks Pro-Labor Changes to Chapter 11
------------------------------------------------
Sen. Dick Durbin, D-Ill., and Sen. John Conyers, D-Mich., have
introduced a bill that would restrict executive compensation and
make it easier for workers to recover wages during corporate
bankruptcies, according to Law360.


* Retailers Seen More Reluctant to Seek Bankruptcy Protection
-------------------------------------------------------------
Scarred by the wave of retail bankruptcy filings that largely
turned into liquidations, restructuring experts say that
struggling retailers are doing everything they can to stay out of
bankruptcy, according to ABI.


* Snow Storm, Toyota Recall to Affect Auto Makers' Feb. Sales
-------------------------------------------------------------
Dow Jones Newswires' Sharon Terlep reports that car makers on
Tuesday are expected to report disappointing U.S. sales for
February, mainly due to snowstorms in the Northeast and Midwest
that kept customers away from dealerships.  Dow Jones, citing
industry forecasting firm TrueCar, also says the quality crisis at
Toyota Motor Corp. is predicted to have hurt sales for that
company by at least about 25%.

Ms. Terlep relates the heavy storm that hit Eastern states from
Virginia to Maine in the middle of February brought sales to a
halt for almost a week in many areas.

"We were completely out of business for a couple of days -- we
were open but no one was coming in," said Tammy Darvish, vice
president of Darcars Automotive Group, based in Silver Spring,
Maryland, according to Ms. Terlep.

A second storm late in the month then wiped out February's final
weekend, which is when dealers normally report strong sales, Ms.
Terlep notes.

TrueCar.com last week said it expects February 2010 light vehicle
sales (including fleet) in the U.S. to be 752,668 units, a jump of
nearly 8% from January 2010 and more than 9% from this time last
year (on an unadjusted basis).  February's forecast translates
into a SAAR level of 10.04 million new car sales.

"The Toyota recall paired with bad weather across the country
suppressed sales in February," said Jesse Toprak, VP of Industry
Trends and Insight for TrueCar.com.  "To see a 9% boost over last
year is still encouraging for the industry, especially considering
the circumstances; this relative growth indicates that the
fundamentals that fuel car buying are slowly continuing to
improve."

According to TrueCar, the February forecast bears out what has
been speculated for the last month across the industry: Toyota has
lost a great deal of its industry leading market share, ceding it
to its primary competitors as well as several less heralded
brands.

"We anticipate Toyota offering generous consumer incentives with
hopes of bringing buyers back to their showrooms in the coming
weeks," added Mr. Toprak.  "Consumers now have more choices than
ever and the quality gap that once existed between the different
automakers no longer exists; making price the most important
factor in purchasing a vehicle for the majority of consumers."

TrueCar.com offers a comprehensive forecast that also goes deeper
into the numbers, looking at unit sales and market share by
manufacturer, but also shows market share by origin and sales down
to the brand level.

Forecasts for the top seven manufacturers for February:

                        Unit Sales Forecast

                   Feb. 2010   Change vs.    Change vs.
   Manufacturer    Forecast    Jan. 2010     Feb. 2009
   ------------    ---------   ----------    ----------
   Chrysler           67,415      18%            -20%
   Ford              129,326      15%             35%
   GM                152,797       5%             21%
   Honda              82,981      23%             16%
   Nissan             66,523       6%             23%
   Toyota             80,543     -18%            -27%
   Hyundai/Kia        62,671      19%             19%

                       Market Share Forecast

                   Feb. 2010
   Manufacturer    Forecast    Jan. 2010     Feb. 2009
   ------------    ---------   ----------    ----------
   Chrysler           9.0%        8.2%          12.2%
   Ford              17.2%       16.1%          14.0%
   GM                20.3%       20.9%          18.4%
   Honda             11.0%        9.7%          10.4%
   Nissan             8.9%        9.0%           7.9%
   Toyota            10.7%       14.2%          15.9%
   Hyundai/Kia        8.3%        7.5%           7.6%

Market share forecasts for the origin of the manufacturer for
February:

                   Feb. 2010
   Manufacturer    Forecast    Jan. 2010     Feb. 2009
   ------------    ---------   ----------    ----------
   Europe             9.2%        9.2%           8.4%
   Japan             36.1%       38.2%          39.5%
   South Korea        8.3%        7.5%           7.6%
   USA               46.4%       45.2%          44.5%

TrueCar also projects sales down to the brand level.

TrueCar.com bases its forecast on actual transaction data that
cover nearly 45% of all new car sales in the U.S. The transaction
data based forecast is refined by other current and historical
factors that impact vehicle sales including: sales, inventory,
incentives, fuel prices, and macro economic data (major stock
market indexes, consumer confidence, new home starts, and CPI).
TrueCar.com does not adjust for selling days in year-over-year
percentage change calculations.

According to Ms. Terlep, J.D. Power & Associates, another car
forecasting and research firm, predicts overall February sales
showed a modest increase compared to particularly weak results a
year earlier.  In February 2009, sales slowed dramatically as the
U.S. economy was mired in recession, consumer credit all but
disappeared and GM and Chrysler Group LLC moved toward bankruptcy.

According to Ms. Terlep, J.D. Power forecasts that auto makers
sold about 741,500 cars and light trucks in February, compared to
688,244 in the same month a year ago.  That translates into a
seasonally adjusted annualized selling rate of 9.9 million
vehicles. While that is up from the 9.1 million rate in February
2009, it is a considerable drop from January 2010, when the sales
pace was 10.7 million vehicles.

Ms. Terlep relates Earl Hesterberg, chief executive of Group 1
Automotive Inc., a dealership chain with several stores in the
Northeast, said the industry should recoup its lost sales in
coming months.  "If someone needs a car they'll come back when the
weather's better," he said in a recent interview.

The bigger hit for dealers is lost service and repair business.
"You have technicians on staff and if they're not generating
revenue, you can't make that up," Mr. Hesterberg said, according
to Ms. Terlep.


* PERELLA WEINBERG: Maurin Joins Restructuring Group
----------------------------------------------------
Sebastien Maurin has joined Perella Weinberg Partners as a
Managing Director in its Corporate Advisory Group where he will
focus on restructuring and distressed merger and acquisition
transactions.  Based in London, Mr. Maurin joins a growing team of
restructuring advisory professionals that have been involved in
more than 30 restructuring transactions since 2007.

Mr. Maurin has 21 years of investment banking experience, focusing
primarily on advising constituents in restructuring, distressed,
and leveraged situations.  He was most recently a senior member of
the debt restructuring advisory business at MPC Longberry.  Prior
to that, Mr. Maurin was Head of the Global High Yield and
Distressed Debt Proprietary Trading Group at Commerzbank AG.

Peter Weinberg, a Founding Partner of Perella Weinberg Partners
said, "We are committed to providing first-rate, independent
advice to clients as they consider transformative merger,
acquisition or restructuring transactions. As such, attracting
seasoned professionals whose expertise augments and complements
the capabilities of our group is a primary focus. We are dedicated
to serving the best interests of our clients, and we remain
focused on being a trusted senior advisor as we expand our
advisory practice."

Michael Kramer, a Partner at Perella Weinberg Partners and head of
the Firm's restructuring practice, added, "We are excited to have
Sebastien join us as we continue building our restructuring effort
in Europe and the United States. We have had a growing demand for
our restructuring expertise in Europe and are committed to being a
key player in this important space."

Perella Weinberg Partners has been actively advising clients
globally on an array of in-court and out-of-court restructuring
matters.  Some of the Firm's recent cross border assignments
include advising:

     -- Reliance Industries on its proposed acquisition of
        Lyondell Basell (India);

     -- Thomson S.A. regarding the improvement of its balance
        sheet (France);

     -- Education Media & Publishing Group on its debt
        restructuring (Ireland);

     -- Dubai World on its joint venture project with MGM Mirage
        in the City Center project (Dubai); and

     -- Gulf Bank of Kuwait on its recapitalization plan (Kuwait).

Mr. Maurin, 44, has specialized in providing restructuring counsel
and has significant experience in dealing with corporates,
bondholders, shareholders, and lenders.  He was most recently a
senior member of the debt restructuring advisory business at MPC
Longberry.  From 2007 to 2009, Mr. Maurin was Head of the Global
High Yield and Distressed Debt Proprietary Trading Group at
Commerzbank AG.  From 2005 to 2006, he was President and Founding
Partner of Financiere GMS, a specialized investment fund that
invested in distressed and recovery situations in Europe.  Mr.
Maurin held several senior roles at JPMorgan in European Secondary
Loan Trading and the Restructuring Group where he ran, or was a
member of, steering committees for some of the largest
restructuring situations in Europe. He also was the President of
the Supervisory Board of Allibert SA from 2000 to 2003.  Mr.
Maurin was a founding member of the European High Yield Team at
Lehman Brothers where he developed the research effort, and prior
to that was a Vice President in Bank of America's restructuring
group.

                  About Perella Weinberg Partners

Perella Weinberg Partners -- http://www.pwpartners.com/-- is a
financial services firm that provides corporate advisory and asset
management services to clients around the world.  The corporate
advisory business provides high quality, independent advice and
transaction execution capabilities, including mergers and
acquisitions, exclusive sales, defense advisory and financial
restructuring.  The global asset management business comprises a
suite of hedge fund strategies, private capital, and a
multimanager business, and including affiliates, has capital
commitments and managed assets of over $5.5 billion.  Launched in
2006, the Firm is a private partnership with more than 275
employees recruited from a wide variety of leading financial
institutions.  The Firm has offices in London, New York, Austin,
Denver, and San Francisco.


* BOND PRICING -- For the Week From Feb. 22 to 26, 2010
-------------------------------------------------------

   Company            Coupon     Maturity  Bid Price
   -------            ------     --------  ---------
155 E TROPICANA       8.750%     4/1/2012    26.100
ABITIBI-CONS FIN      7.875%     8/1/2009    12.000
ACARS-GM              8.100%    6/15/2024    17.500
ADVANTA CAP TR        8.990%   12/17/2026    13.125
ALERIS INTL INC       9.000%   12/15/2014     0.500
AMBAC INC             9.375%     8/1/2011    47.090
APRIA HEALTHCARE      3.375%     9/1/2033    60.000
ARCO CHEMICAL CO     10.250%    11/1/2010    80.000
AT HOME CORP          0.525%   12/28/2018     0.005
ATHEROGENICS INC      1.500%     2/1/2012     0.375
BALLY TOTAL FITN     13.000%    7/15/2011     2.000
BALLY TOTAL FITN     14.000%    10/1/2013     0.500
BANK NEW ENGLAND      8.750%     4/1/1999    11.125
BANK NEW ENGLAND      9.875%    9/15/1999     9.000
BANK UNITED           8.000%    3/15/2009     0.900
BANKUNITED FINL       3.125%     3/1/2034     7.000
BANKUNITED FINL       6.370%    5/17/2012     5.000
BLOCKBUSTER INC       9.000%     9/1/2012    20.440
BOWATER INC           6.500%    6/15/2013    31.000
BOWATER INC           9.500%   10/15/2012    28.100
CAPMARK FINL GRP      5.875%    5/10/2012    28.500
CHAMPION ENTERPR      2.750%    11/1/2037     6.813
CHANDLER USA INC      8.750%    7/16/2014    20.000
CITADEL BROADCAS      4.000%    2/15/2011     5.000
CMP SUSQUEHANNA       9.875%    5/15/2014    37.000
COLLINS & AIKMAN     10.750%   12/31/2011     1.000
COMPUCREDIT           3.625%    5/30/2025    49.500
CONGOLEUM CORP        8.625%     8/1/2008    21.003
COUNTRYWIDE FINL      5.000%    3/15/2010    98.000
CREDENCE SYSTEM       3.500%    5/15/2010    60.000
DECODE GENETICS       3.500%    4/15/2011     5.875
DECODE GENETICS       3.500%    4/15/2011     6.375
FAIRPOINT COMMUN     13.125%     4/1/2018    12.000
FAIRPOINT COMMUN     13.125%     4/2/2018    15.125
FEDDERS NORTH AM      9.875%     3/1/2014     1.000
FINLAY FINE JWLY      8.375%     6/1/2012     1.000
GENERAL MOTORS        7.125%    7/15/2013    27.965
GENERAL MOTORS        7.700%    4/15/2016    28.750
GENERAL MOTORS        9.450%    11/1/2011    26.500
HAIGHTS CROSS OP     11.750%    8/15/2011    40.500
HAWAIIAN TELCOM       9.750%     5/1/2013     3.000
INDALEX HOLD         11.500%     2/1/2014     1.050
INN OF THE MOUNT     12.000%   11/15/2010    47.000
INTL LEASE FIN        5.300%    3/15/2010    98.875
INTL LEASE FIN        7.700%    3/15/2010    96.250
LANDRY'S RESTAUR      9.500%   12/15/2014    85.140
LEHMAN BROS HLDG      4.375%   11/30/2010    21.250
LEHMAN BROS HLDG      4.500%    7/26/2010    21.000
LEHMAN BROS HLDG      4.500%     8/3/2011    16.770
LEHMAN BROS HLDG      4.700%     3/6/2013    18.750
LEHMAN BROS HLDG      4.800%    2/27/2013    18.250
LEHMAN BROS HLDG      4.800%    3/13/2014    21.400
LEHMAN BROS HLDG      5.000%    1/14/2011    21.776
LEHMAN BROS HLDG      5.000%    1/22/2013    18.636
LEHMAN BROS HLDG      5.000%    2/11/2013    18.500
LEHMAN BROS HLDG      5.000%    3/27/2013    19.000
LEHMAN BROS HLDG      5.000%     8/3/2014    17.780
LEHMAN BROS HLDG      5.000%     8/5/2015    18.200
LEHMAN BROS HLDG      5.100%    1/28/2013    17.770
LEHMAN BROS HLDG      5.150%     2/4/2015    18.000
LEHMAN BROS HLDG      5.250%     2/6/2012    23.375
LEHMAN BROS HLDG      5.250%    2/11/2015    16.375
LEHMAN BROS HLDG      5.250%     3/5/2018    18.000
LEHMAN BROS HLDG      5.500%     4/4/2016    21.440
LEHMAN BROS HLDG      5.500%     2/4/2018    18.450
LEHMAN BROS HLDG      5.500%    2/27/2020    15.500
LEHMAN BROS HLDG      5.550%    2/11/2018    18.770
LEHMAN BROS HLDG      5.625%    1/24/2013    23.125
LEHMAN BROS HLDG      5.750%    4/25/2011    20.080
LEHMAN BROS HLDG      5.750%    7/18/2011    21.500
LEHMAN BROS HLDG      5.750%    5/17/2013    22.500
LEHMAN BROS HLDG      5.750%     1/3/2017     0.250
LEHMAN BROS HLDG      6.000%     4/1/2011    17.250
LEHMAN BROS HLDG      6.000%    7/19/2012    22.875
LEHMAN BROS HLDG      6.000%    6/26/2015    18.250
LEHMAN BROS HLDG      6.000%   12/18/2015    17.000
LEHMAN BROS HLDG      6.000%    2/12/2018    18.375
LEHMAN BROS HLDG      6.200%    9/26/2014    21.000
LEHMAN BROS HLDG      6.500%     3/6/2023    17.800
LEHMAN BROS HLDG      6.625%    1/18/2012    22.000
LEHMAN BROS HLDG      6.800%     9/7/2032    17.125
LEHMAN BROS HLDG      6.875%    7/17/2037     0.710
LEHMAN BROS HLDG      6.900%    6/20/2036    16.000
LEHMAN BROS HLDG      7.000%    4/16/2019    17.000
LEHMAN BROS HLDG      7.000%    5/12/2023    17.770
LEHMAN BROS HLDG      7.000%    10/4/2032    17.500
LEHMAN BROS HLDG      7.000%    9/28/2037    17.500
LEHMAN BROS HLDG      7.000%    4/22/2038    16.383
LEHMAN BROS HLDG      7.100%    3/25/2038    17.935
LEHMAN BROS HLDG      7.250%    4/29/2038    18.000
LEHMAN BROS HLDG      7.500%    5/11/2038     0.400
LEHMAN BROS HLDG      7.875%    11/1/2009    20.500
LEHMAN BROS HLDG      7.875%    8/15/2010    21.010
LEHMAN BROS HLDG      8.000%     3/5/2022    14.000
LEHMAN BROS HLDG      8.000%    3/17/2023    16.000
LEHMAN BROS HLDG      8.050%    1/15/2019    17.750
LEHMAN BROS HLDG      8.500%     8/1/2015    25.500
LEHMAN BROS HLDG      8.500%    6/15/2022    15.500
LEHMAN BROS HLDG      8.750%     2/6/2023    17.625
LEHMAN BROS HLDG      8.800%     3/1/2015    19.950
LEHMAN BROS HLDG      8.920%    2/16/2017    19.000
LEHMAN BROS HLDG      9.000%     3/7/2023    18.250
LEHMAN BROS HLDG      9.500%   12/28/2022    17.100
LEHMAN BROS HLDG      9.500%    1/30/2023    17.875
LEHMAN BROS HLDG      9.500%    2/27/2023    16.900
LEHMAN BROS HLDG     10.000%    3/13/2023    18.875
LEHMAN BROS HLDG     10.375%    5/24/2024    16.000
LEHMAN BROS HLDG     11.000%   10/25/2017    17.000
LEHMAN BROS HLDG     11.000%    6/22/2022    18.375
LEHMAN BROS HLDG     11.000%    8/29/2022    17.250
LEHMAN BROS HLDG     11.500%    9/26/2022    18.125
LEHMAN BROS HLDG     18.000%    7/14/2023    18.250
LEINER HEALTH        11.000%     6/1/2012     9.500
MAGNA ENTERTAINM      8.550%    6/15/2010    41.000
MAJESTIC STAR         9.500%   10/15/2010    76.000
MERRILL LYNCH         2.760%     3/9/2011    99.125
METALDYNE CORP       10.000%    11/1/2013    10.000
METALDYNE CORP       11.000%    6/15/2012     1.000
MORRIS PUBLISH        7.000%     8/1/2013    32.250
NEFF CORP            10.000%     6/1/2015    12.500
NETWORK COMMUNIC     10.750%    12/1/2013    42.020
NEWPAGE CORP         10.000%     5/1/2012    60.021
NEWPAGE CORP         12.000%     5/1/2013    39.137
NORTH ATL TRADNG      9.250%     3/1/2012    35.000
PALM HARBOR           3.250%    5/15/2024    68.500
RAFAELLA APPAREL     11.250%    6/15/2011    49.750
RAIT FINANCIAL        6.875%    4/15/2027    40.329
READER'S DIGEST       9.000%    2/15/2017     0.450
REXNORD CORP         10.125%   12/15/2012    38.000
RJ TOWER CORP        12.000%     6/1/2013     1.000
ROTECH HEALTHCA       9.500%     4/1/2012    60.000
SILVERLEAF RES        8.000%     4/1/2010    91.600
SIX FLAGS INC         9.625%     6/1/2014    26.500
SIX FLAGS INC         9.750%    4/15/2013    28.000
SPACEHAB INC          5.500%   10/15/2010    80.200
SPHERIS INC          11.000%   12/15/2012    17.610
STATION CASINOS       6.000%     4/1/2012    16.500
STATION CASINOS       6.875%     3/1/2016     0.625
STATION CASINOS       7.750%    8/15/2016    14.500
THORNBURG MTG         8.000%    5/15/2013    12.375
TIMES MIRROR CO       7.250%     3/1/2013    28.000
TOUSA INC             7.500%    3/15/2011     3.500
TOUSA INC             7.500%    1/15/2015     3.500
TOUSA INC             9.000%     7/1/2010    62.500
TOUSA INC             9.000%     7/1/2010    56.200
TOUSA INC            10.375%     7/1/2012     3.520
TOYOTA-CALL03/10      4.500%    3/20/2017    96.400
TRANS-LUX CORP        8.250%     3/1/2012    45.200
TRIBUNE CO            4.875%    8/15/2010    29.400
TRUMP ENTERTNMNT      8.500%     6/1/2015     1.308
VANGUARD HEALTH       9.000%    10/1/2014   104.366
VERASUN ENERGY        9.375%     6/1/2017     6.625
VERENIUM CORP         5.500%     4/1/2027    49.640
VION PHARM INC        7.750%    2/15/2012    15.500
WASH MUT BANK FA      5.125%    1/15/2015     1.000
WASH MUT BANK FA      5.650%    8/15/2014     0.760
WASH MUT BANK NV      5.500%    1/15/2013     0.375
WASH MUT BANK NV      5.550%    6/16/2010    44.000
WASH MUT BANK NV      5.950%    5/20/2013     0.949
WASH MUT BANK NV      6.750%    5/20/2036     1.375
WCI COMMUNITIES       7.875%    10/1/2013     1.550
WCI COMMUNITIES       9.125%     5/1/2012     3.250
YELLOW CORP           5.000%     8/8/2023    87.500



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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