TCR_Public/100302.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, March 2, 2010, Vol. 14, No. 60

                            Headlines


331 PARTNERS: Case Summary & 14 Largest Unsecured Creditors
53;59 1/2 TENTH: Case Summary & 8 Largest Unsecured Creditors
8118 HARDING: Case Summary & 12 Largest Unsecured Creditors
ABDUL SHEIKH: Loan from Afbal Nawaz for Property Improvements OK'd
ACCURIDE CORPORATION: Emerges from Chapter 11 Bankruptcy

ACTRADE FINANCIAL: Court to Consider Liquidation Trust Today
AGE REFINING: Seeks May 5 Auction; to Name Lead Bid by April 15
ALLIED CAPITAL: Incurs $521.5 Million Net Loss for 2009
AMERICAN INT'L: Has Deal to Sell AIA to Prudential for $35.5BB
AMC ENTERTAINMANT: Moody's Put Rating on DCIP Sr. Credit Facility

AMERICAN INTERNATIONAL: Moody's Affirms Subordinated Debt at Ba2
AMIDEE CAPITAL: Has 2nd Interim Access to Cash Collateral
ARVINMERITOR INC: Hikes Tender Offer for 8.75% Notes
ASSOCIATED MATERIALS: Amends Employment Deals With 5 Officers
AUBREY BRUCE WRING: Taps Earnest Fiveash as Bankruptcy Counsel

AUBREY BRUCE WRING: Section 341(a) Meeting Scheduled for March 19
AUGUSTA APARTMENTS: Taps Robert Lampl, et al., as Bankr. Counsel
AUGUSTA APARTMENTS: Section 341(a) Meeting Scheduled for March 24
AUTOLIV INC: To Buy Remaining Shares in Aktsiaselts Norma
AVENTINE RENEWABLE: Wins Confirmation of Reorganization Plan

BACHRACH ACQUISITION: B&B Acquires Assets for $5.25 Million
BASHAS' INC: Files Amended Chapter 11 Reorganization Plan
BENJAMIN ECONOMIC: Voluntary Chapter 11 Case Summary
BIOSCRIP INC: S&P Assigns Corporate Credit Rating at 'B'
CATALINA INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors

CATALYST PAPER: 89.96% of Old Notes Tendered on February 25
CELL THERAPEUTICS: Auditors Raise Going Concern Doubt
CHINA VOICE: Posts $1.15-Mil. Net Loss in Q2 Ended Dec. 31
CHRYSLER LLC: Twinsburg Plant Set for March 10 Auction
CINEMARK INC: Moody's Put Rating on DCIP Sr. Credit Facility

CKE RESTAURANT: Moody's Reviews 'Ba3' Corporate Family Rating
CKE RESTAURANTS: S&P Puts 'BB-' Rating on CreditWatch Negative
CLAIRE KAT LLC: Case Summary & 2 Largest Unsecured Creditors
CLARIBEL TORRES TONEL: Case Summary & 11 Largest Unsec. Creditors
COLISEUM ON PARNELL: Filed for Chapter 11 Bankruptcy

COLONY BEACH: Recreational Facility Lease Unconscionable
CONEXANT SYSTEM: Jean Hu Drops PAO Post, Stays as CFO & SVP
CONEXANT SYSTEM: Stockholders OKs Hike to 200-Mil. Shares
COURTNEY STRACHAN: Case Summary & 2 Largest Unsecured Creditors
CRUCIBLE MATERIALS: Disclosure Statement Hearing on March 29

CURTIS CARPENTER: Case Summary & 15 Largest Unsecured Creditors
DAVIE YARDS: Files for Bankruptcy Under CCAA
DIPAK DESAI: Voluntary Chapter 11 Case Summary
DWIGHT BENESH: Case Summary & 20 Largest Unsecured Creditors
EAU TECHNOLOGIES: Obtains Unsec. Short Term Loan from Board Member

EDUCATIONAL MANAGEMENT: Reveals Tender Offer for Subordinate Notes
EDWARD TODD: Case Summary & 20 Largest Unsecured Creditors
ELLICOTT SPRINGS: Section 341(a) Meeting Scheduled for March 31
ELITE LANDINGS: Has Plan Exclusivity Until April 6
ELLICOTT SPRINGS: Wants Kutner Miller as Bankruptcy Counsel

EMISPHERE TECHNOLOGIES: Extends Note's Maturity date to May 26
EMPIRE CENTER: JPMorgan Wants Management Fee Reduced to $8,000
EMPIRE ONE: Case Summary & 20 Largest Unsecured Creditors
ENDEAVOR HIGHRISE: Wonmore Investing Nearly US$2MM Into Project
EPV SOLAR: Filed for Chapter 11 to Stop Foreclosure

EQUINIX INC: To Hike Size of Notes Offering to $750 Million
EQUINIX INC: Prices $750MM Public Offering of 2018 Notes
EQUINIX INC: S&P Affirms Corporate Credit Rating at 'B+'
EURODESIGN CABINETS: Case Summary & 20 Largest Unsec. Creditors
FRANCISCAN COMMUNITIES: Case Summary & 20 Largest Unsec. Creditors

FRONTIER COMMUNICATIONS: Commission OKs Purchase of Verizon
GARDA WORLD: Moody's Assigns 'B1' Corporate Family Rating
GARDA WORLD: S&P Assigns 'B+' Long-Term Corporate Credit Rating
GENERAL MOTORS: Expected to Unveil Changes in Sales Operations
GEROVA FINANCIAL: Gets Delisting Notice From NYSE Amex

GRADY INVESTMENT: Case Summary & 4 Largest Unsecured Creditors
GRAMERCY CAPITAL: Reschedules Q4 Conference Call to March 15
GRUPO CEMENTOS: Gets Temporary Waiver & Extension from Creditors
HC INNOVATIONS: Section 341(a) Meeting Scheduled for March 29
HEARTLAND PUBLICATIONS: Files Schedules of Assets and Liabilities

HEARTLAND PUBLICATIONS: Plan Confirmation Hearing Set for April 16
JUAN PERALEZ: Voluntary Chapter 11 Case Summary
LANDCASTLE LLC: Voluntary Chapter 11 Case Summary
LAS VEGAS TV: Case Summary & 18 Largest Unsecured Creditors
LAWRENCE DWAYNE FLOYD: Case Summary & 11 Largest Unsec. Creditors

LEWIS EQUIPMENT: Scott Seidel Named Chapter 11 Trustee
LILA PALESTINE: Voluntary Chapter 11 Case Summary
LINENS 'N THINGS: Charles Forman Named Interim Ch. 7 Trustee
LYONDELL CHEMICAL: Apollo Poised to Merge with Hexion
LYONDELL CHEMICAL: Prior Liens Subordinates Reclamation Claims

LYONDELL CHEMICAL: Proposes to Continue Incentive Bonus Plan
LYONDELL CHEMICAL: U.S. Trustee Appoints Jack Williams as Examiner
MAIL ADVERTISING: Voluntary Chapter 11 Case Summary
MARIA VALENCIA: Voluntary Chapter 11 Case Summary
MERCER INT'L: Posts 2nd Straight Annual Net Loss

MERCER INT'L: Harbinger, Falcone Report 10.94% Stake
MICHAEL JOHN SULLIVAN: Case Summary & 11 Largest Unsec. Creditors
MILTON DANIELE: Voluntary Chapter 11 Case Summary
MINER HOLDINGS: Case Summary & 13 Largest Unsecured Creditors
MISSISSIPPI RIVER: Section 341(a) Meeting Scheduled for March 16

MISSISSIPPI RIVER: Wants Allen Kuehnle as Bankruptcy Counsel
MODERN DIGITAL: Phonetime Acquires All Outstanding Shares
N. JOHN CUNZOLO: Proposed Bankruptcy Counsel Not Disinterested
NANCY LANDRETH: Case Summary & 20 Largest Unsecured Creditors
NATIONAL HOME: Stock Building Bids for Assets

NEW ERA NURSING: Voluntary Chapter 11 Case Summary
NEWPAGE CORP: Issues Add'l $70-Mil. of 11.375% Sr. Secured Notes
NGTV: Case Summary & 20 Largest Unsecured Creditors
NICOLAS MARSCH: Case Summary & 19 Largest Unsecured Creditors
NISKA GAS: Moody's Assigns B1 Rating to $800MM Offering

NOWAUTO GROUP: Posts $522,668 Net Loss in Q2 ended December 31
OFFICE DEPOT: S&P Affirms Corporate Credit Rating at 'B'
ORION REFINING: Syracuse Gets $156K for Converted Property
ORLEANS HOMEBUILDERS: Files for Chapter 11 Bankruptcy Protection
P. & E. MACHINE: Case Summary & 20 Largest Unsecured Creditors

PATRICK WAYNE NEAL: Case Summary & 20 Largest Unsecured Creditors
PIONEER DRILLING: S&P Assigns 'B' Corporate Credit Rating
PLANET ORGANIC: Sells Sangster's Division to Reduce Debt
PLATTE RIVER: Case Summary & 20 Largest Unsecured Creditors
PRM REALTY: Files Schedules of Assets and Liabilities

PRODUCTION RESOURCE: S&P Gives Stable Outlook; Affirms 'B-' Rating
PROVISION HOLDING: Posts $1.03-Mil. Net Loss in Q2 Ended Dec. 31
QCA HEALTH: A.M. Best Affirms FSR of 'B'
RAINBOWS UNITED: Board Selects Deb Voth as President
RAINIER PACIFIC: Holding Co. May Liquidate Under Chapter 7

RAHAXI INC: Posts $1.54-Mil. Net Loss in Q2 Ended Dec. 31
REESE BUILDING: Case Summary & 20 Largest Unsecured Creditors
REGAL ENT: Moody's Put Rating on DCIP Sr. Credit Facility
REGENT COMMUNICATIONS: Files for Chapter 11 to Sell to Creditors
REVLON INC: Sets Meeting with Lenders on 2006 Bank Term Loan

RJ YORK: Files Schedules of Assets and Liabilities
RLS ENTERTAINMENT: Case Summary & 20 Largest Unsecured Creditors
ROBERT WOOD: A.M. Best Downgrades FSR to 'B'
RONSON CORP: Extends Forbearance Agreement Until March 5
RQB RESORT: Files for Bankruptcy in Jacksonville

SALUDA REALTY: Case Summary & 19 Largest Unsecured Creditors
SCHOLASTIC CORPORATION: Moody's Affirms 'Ba2' Corp. Family Rating
SCHWAB INDUSTRIES: Case Summary & 30 Largest Unsec. Creditors
SEA LAUNCH: Space Launch to Provide $12 Million DIP Funding
SECURITY BENEFIT: A.M. Best Places FSR of 'B'

SECURITY BENEFIT: S&P Raises Counterparty Credit Rating to 'BB+'
SENSATA TECHNOLGIES: Modifies Dutch Auction Tender Offer for Notes
SIENNA REALITY: Case Summary & 13 Largest Unsecured Creditors
SKYTERRA COMMUNICATIONS: Auditors Raise Going Concern Doubt
TEFRON LTD: Shareholders OK Private Placement of Shares to Norfet

TENET HEALTHCARE: Brandes Holds 3.78% of Common Stock
TENET HEALTHCARE: FMR, Fidelity Own 10.510% of Common Stock
TENET HEALTHCARE: Net Income Widens to $197 Mil. for FY2009
THE SRKO FAMILY: Section 341(a) Meeting Scheduled for March 24
TONGLI PHARMACEUTICALS: Earns $785,825 in Q3 Ended December 31

TOUSA INC: Lennar, Starwood Buy Florida Properties
TRIDENT RESOURCES: Soliciting Bids for Plan Investments
TRONOX INC: Ahab Opportunities Has 14.2% Equity Stake
TRONOX INC: Henderson Global Has 0% Equity Stake
TRW AUTOMOTIVE: Fitch Upgrades Issuer Default Rating to 'B+'

TRW AUTOMOTIVE: S&P Puts 'B' Rating on CreditWatch Positive
TYSON FOODS: S&P Gives Positive Outlook; Affirms 'BB' Rating
US FIDELIS: Files for Chapter 11 in Missouri
UTSTARCOM INC: Panel Approves 2010 Base Salary & 2009 Cash Bonus
VALCOM INC: MaloneBailey LLP Raises Going Concern Doubt

VALENCE TECHNOLOGY: Sells 1.08-Mil. Shares of Stock to Berg & Berg
VALLES & ASSOCIATES: Case Summary & 6 Largest Unsecured Creditors
VIKING SYSTEMS: Squar Milner Raises Going Concern Doubt
VISTEON CORP: Gets Nod to Implement 2010 Incentive Plan
VISTEON CORP: Receives Nod for $11MM Settlement with IBM

VISTEON CORP: Wins Approval of Van Buren Settlement
WASHINGTON MUTUAL: Equity Panel Gets Nod for Delaware Counsel
WASHINGTON MUTUAL: Equity Panel Gets Nod for Venable as Counsel
WASHINGTON MUTUAL: Toscafund's Equity Stake Now 0%
WASTEQUIP INC: S&P Affirms Corporate Credit Rating at 'CCC+'

WENTWORTH ENERGY: Names Jack Evan as Member of the Board
WILLIAMS 123 LLC: Voluntary Chapter 11 Case Summary
XERIUM TECHNOLOGIES: Gets April 1 Extension of Covenant Waivers
YRC WORLDWIDE: Complete Sale of $49.8-Mil. Convertible Sr. Notes
ZAYAT STABLES: Derby May Save Stables from Fifth Third Bank

ZAYO GROUP: S&P Assigns Corporate Credit Rating at 'B'
ZEPHYR LAND: Filed for Chapter 11 Bankruptcy in North Carolina

* Ex-FDIC Chair's Group Raising $1-Bil. to Buy Failed Banks
* Two Oklahoma Hotels Scheduled for Absolute Auction

* Attorney Shira D. Weiner Joins KCC as Director
* Fried Frank Taps O'Melveny's S. Nagle for Bankruptcy Practice
* Rutter Hobbs & Davidoff Reveals New Partners
* McDonald Hopkins Gets Butzel Long's A. Pilzner

* Large Companies with Insolvent Balance Sheets


                            *********


331 PARTNERS: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 331 Partners, LLC
        64 N. Royal Street
        Mobile, AL 36602

Bankruptcy Case No.: 10-00846

Chapter 11 Petition Date: February 27, 2010

Court: United States Bankruptcy Court
       Southern District of Alabama (Mobile)

Debtor's Counsel: A. Richard Maples, Jr., Esq.
                  P.O. Box 1281
                  Mobile, AL 36633-1281
                  Tel: (251) 432-2629
                  Fax: (251) 432-3629
                  Email: maplex@bellsouth.net

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

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

According to the schedules, the Company has assets of $2,756,142,
and total debts of $3,807,368.

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

            http://bankrupt.com/misc/alsb10-00846.pdf

The petition was signed by McGowin Patrick, Jr.


53;59 1/2 TENTH: Case Summary & 8 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: 53;59 1/2 Tenth Street LP
        2350 W. Sepulveda Blvd., Suite P
        Torrance, CA 90501

Bankruptcy Case No.: 10-16890

Chapter 11 Petition Date: February 25, 2010

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

Judge: Alan M. Ahart

Debtor's Counsel: Jerry A. Chad, Esq.
                  Law Offices of Jerry A. Chad
                  POB 358
                  Topanga, CA 90290
                  Tel: (310) 739-4616
                  Fax: (310) 455-3079
                  Email: jerrychadjd@aol.com

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

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

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

             http://bankrupt.com/misc/cacb10-16890.pdf

The petition was signed by Brian Burrescia, general partner of the
Company.


8118 HARDING: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 8118 Harding, LLC
        2600 Island Blvd, Suite 2002
        Aventura, FL 33160

Bankruptcy Case No.: 10-14963

Chapter 11 Petition Date: February 26, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Julie E. Hough, Esq.
                  2450 Hollywood Blvd # 706
                  Hollywood, Fl 33020
                  Tel: (954) 239-4760
                  Email: jhough@houghrobson.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 $1,411,840,
and total debts of $2,430,681.

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

            http://bankrupt.com/misc/flsb10-14963.pdf

The petition was signed by Carlos Calemzuk, managing member the
Company.


ABDUL SHEIKH: Loan from Afbal Nawaz for Property Improvements OK'd
------------------------------------------------------------------
The Hon. Alan Ahart of the U.S. Bankruptcy Court for the Central
District of California authorized Abdul Halim Sheikh to borrow
$130,000 from Afbal Nawaz.

The terms of the loan include:

   a) The loan will be on an unsecured basis, pari passu with
      general unsecured creditors, to pay for tenant improvements
      for the multiple unit commercial business and shopping
      center located at 4253-4263 Oceanside Boulevard, Oceanside,
      California;

   b) The advance will be interest free and no payments need be
      made to the lender for 24-months;

   c) Full payment of the loan will be due and payable after
      24 months;

   d) If the Debtor is unable to repay the entire sum of $130,000
      after 24 months, the lender will receive a 10% ownership
      interest in the Oceanside Project as part of any plan
      confirmed by order of the Court.

Palos Verdes Estates, California-based Abdul Halim Sheikh aka A.H.
Sheikh filed for Chapter 11 on Oct. 27, 2009 (Bankr. Case C.D.
Calif. No. 09-39652).  Paul R. Shankman, Esq., represents the
Debtor in its restructuring effort.  In its petition, the Debtor
listed assets and debts both ranging from $10,000,001 to
$50,000,000.


ACCURIDE CORPORATION: 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.


ACTRADE FINANCIAL: Court to Consider Liquidation Trust Today
------------------------------------------------------------
The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the
Souther District of New York will consider at a hearing today,
March 2, 2010, at 10:00 a.m. (ET), the confirmation of the Actrade
Liquidation Trust Committee and number of members thereon.  The
hearing will be held at Alexander Custom House, One Bowling Green,
New York City.

Jonah Meer, the trustee of the Actrade Liquidation Trust, asked
the Court to confirm the current composition of the Committee and
its member.

The trustee related that:

   -- the Actrade Financial Technologies Ltd., et al.'s Plan of
      Liquidation provides for a creation of a committee to
      oversee certain matters relating to the Plan, with only
      holders of Class 6 units may be members of the Committee;

   -- the trust agreement is clarified to provide for a Committee
      with a minimum of three and a maximum of seven Class 6 unit
      holders, with a quorum consisting of a majority of of the
      then-members of the Committee.  The Committee is comprised
      of Class 6 unit holders namely: (i) Langston, Yonado Ltd.;
      (ii) Black Sprruce Partners Inc.; (iii) Riverview Group,
      LLC; and (iv) DMI Capital Inc.

   -- each of the entities own a substantial number of Class 6
      units (collectively 60% of the total Class 6 units) and has
      designated an individual to act as its representative on the
      Committee.

The trustee added that the Committee is deciding on several
important matters that will affect the future of the trust and the
Chapter 11 case.

Actrade Financial Technologies Ltd., through its subsidiaries,
provided payment technology solutions that automate financial
processes and enhance business-to-business commerce relationships.
It filed for Chapter 11 on December 12, 2002 (Bankr. S.D.N.Y. Case
No. 02-16212).  It obtained confirmation of its plan of
liquidation on January 7, 2004.


AGE REFINING: Seeks May 5 Auction; to Name Lead Bid by April 15
---------------------------------------------------------------
Age Refining Inc. is seeking approval from the Bankruptcy Court to
commence a sale process for its business.  It proposes an April 15
deadline for initial bids in order to select the stalking horse
bidder.  Parties are to submit competing bids against the stalking
horse bidder by May 1, and an auction will be held May 5 if bids
are received.

A syndicate of lenders led by JPMorgan Chase Bank, N.A., as
administrative agent, is providing the Debtor with $35 million of
financing to fund the Chapter 11 case.  The terms of the DIP
financing, however, requires a quick sale.  A plan is also
required by March 31.

                        About Age Refining

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

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


ALLIED CAPITAL: Incurs $521.5 Million Net Loss for 2009
-------------------------------------------------------
Allied Capital Corporation reported with the Securities and
Exchange Commission its financial results for 2009.

For the year ended December 31, 2009, net investment income was
$55.6 million or $0.31 per share compared to net investment income
of $212.0 million or $1.23 per share for the year ended December
31, 2008.  For the year ended December 31, 2009, the company had
net realized losses of $361.1 million or $2.02 per share, compared
to net realized losses of $129.4 million or $0.75 per share for
the year ended December 31, 2008.  For the year ended December 31,
2009, the sum of net investment income and net realized losses was
a loss of $305.6 million or $1.71 per share.  For the year ended
December 31, 2008, the sum of net investment income and net
realized losses was income of $82.6 million or $0.48 per share.

For the year ended December 31, 2009, net change in unrealized
appreciation or depreciation was a decrease of $176.7 million or
$0.98 per share.  Net unrealized depreciation for the year was
increased by additional net depreciation of $504.6 million or
$2.81 per share due to changes in portfolio value and the reversal
of previously recorded unrealized appreciation associated with
realized gains and dividend income of $39.2 million or $0.22 per
share.  Net unrealized depreciation for the year was reduced by
$367.1 million or $2.05 due to the reversal of previously recorded
unrealized depreciation associated with net realized losses.
For the year ended December 31, 2008, net change in unrealized
appreciation or depreciation was a decrease of $1.1 billion or
$6.49 per share.  Net unrealized depreciation for the year ended
December 31, 2008 was increased by additional net depreciation of
$1.2 billion or $7.18 per share due to changes in portfolio value
and the reversal of previously recorded unrealized appreciation
associated with realized gains and dividend income of $131.1
million or $0.76 per share.  Net unrealized depreciation for the
year ended December 31, 2008 was reduced by $249.9 million or
$1.44 per share due to the reversal of previously recorded
unrealized depreciation associated with realized losses.

Net loss for the year ended December 31, 2009, was $521.5 million
or $2.91 per share, which included loss on extinguishment of debt
of $122.8 million or $0.69 per share and gain on repurchase of
debt of $83.5 million or $0.47 per share.  Net loss for the year
ended December 31, 2008, was $1.0 billion or $6.01 per share which
included gain on repurchase of debt of $1.1 million or $0.01.

For the quarter ended December 31, 2009, net investment income was
$0.2 million or $0.00 per share compared to net investment income
of $33.0 million or $0.18 per share for the quarter ended
December 31, 2008.  For the quarter ended December 31, 2009, the
company had net realized losses of $202.8 million or $1.13 per
share, compared to net realized losses of $176.7 million or $0.99
per share for the quarter ended December 31, 2008.

For the quarter ended December 31, 2009, the sum of net investment
income and net realized losses was a loss of $202.6 million or
$1.13 per share.  For the quarter ended December 31, 2008, the sum
of net investment income and net realized gains was a loss of
$143.7 million or $0.80 per share.

For the quarter ended December 31, 2009, net change in unrealized
appreciation or depreciation was an increase of $203.8 million or
$1.14 per share. Net unrealized depreciation for the quarter was
increased by additional net depreciation due to changes in
portfolio value of $4.4 million or $0.02 per share and the
reversal of previously recorded unrealized appreciation associated
with realized gains of $7.6 million or $0.04 per share.  Net
unrealized depreciation for the quarter was reduced by
$215.8 million or $1.20 per share due to the reversal of
previously recorded unrealized depreciation associated with
realized losses.

For the quarter ended December 31, 2008, net change in unrealized
appreciation or depreciation was a decrease of $436.3 million or
$2.44 per share.  The net unrealized depreciation for the fourth
quarter of 2008 was increased by additional net depreciation of
$605.1 million or $3.39 per share due to changes in portfolio
value and the reversal of previously recorded unrealized
appreciation associated with realized gains of $0.9 million or
$0.01 per share.  Net unrealized depreciation for the quarter was
reduced by $169.7 million or $0.95 per share due to the reversal
of previously recorded unrealized depreciation associated with
real losses.

Net loss for the quarter ended December 31, 2009, was $4.1 million
or $0.02 per share, which included loss on extinguishment of debt
of $5.3 million or $0.03 per share.  Net loss for the quarter
ended December 31, 2008 was $578.8 million or $3.24 per share,
which included gain on repurchase of debt of $1.31 million or
$0.01 per share.

Net income can vary substantially from period to period due to the
recognition of realized gains and losses and unrealized
appreciation and depreciation, among other factors.  As a result,
quarterly comparisons of net income may not be meaningful.  The
company did not pay dividends in 2009.  The company currently
estimates that it has no dividend distribution requirements for
2009.  The company intends to continue to retain capital and does
not expect its shareholders to receive dividends in 2010.  Taxable
income for 2010, if any, may be carried forward for distribution
in 2011.

                      Liquidity and Operations

The company focused its efforts in 2009 on selling assets in its
portfolio in order to generate capital to improve its liquidity
and de-lever its balance sheet.  During the three months ended
December 31, 2009, the company sold or had repayments on portfolio
investments that generated cash proceeds of $418.8 million.  For
the year ended December 31, 2009, the company sold or had
repayments on portfolio investments that generated cash proceeds
of $1.1 billion.  At December 31, 2009, the company had cash and
money market and other securities totaling $401.7 million as
compared to $50.7 million at December 31, 2008.

At December 31, 2009, the company had total par debt outstanding
of $1.5 billion, including bank term debt of $41.1 million,
private notes of $673.2 million and public debt of $745.5 million,
as compared to $1.9 billion at December 31, 2008.  During the
fourth quarter of 2009, the company repaid $176.7 million of its
outstanding debt on the private notes and bank term debt.  During
the year ended December 31, 2009, the company repurchased publicly
issued notes in the market with a total par value of
$134.5 million for a total cost of $50.3 million.  The company did
not repurchase any publicly issued notes during the three months
ended December 31, 2009.  The company recognized a gain on
repurchase of debt of $83.5 million for the year ended
December 31, 2009.  The company's asset coverage ratio at
December 31, 2009, was 180%.

From December 31, 2009 through January 29, 2010, the company
collected additional cash proceeds from asset sales totaling
approximately $150.5 million.  In addition, on January 29, 2010,
the company repaid in full its existing secured private debt
through cash generated by asset sales and repayments and
refinancing proceeds from a new $250 million secured term loan.
On January 29, 2010, after giving effect to the refinancing and
the full repayment of the private debt, the company had total
outstanding debt of $995.5 million and cash and investments in
money market and other securities of approximately $128 million.
This refinancing and the related payoff of the existing secured
private debt allowed the company to return to an asset coverage
ratio above 200%, assuming no changes in portfolio values since
December 31, 2009.

                         Merger Agreement

On October 26, 2009, the company and Ares Capital Corporation
announced a strategic business combination in which ARCC Odyssey
Corp., a wholly owned subsidiary of Ares Capital Corporation,
would merge with and into Allied Capital and, immediately
thereafter, Allied Capital would merge with and into Ares Capital.
If the merger of Merger Sub into Allied Capital is completed,
holders of Allied Capital common stock will have a right to
receive 0.325 shares of Ares Capital common stock for each share
of Allied Capital common stock held immediately prior to such
merger.

In connection with such merger, Ares Capital expects to issue a
maximum of approximately 58.3 million shares of its common stock,
subject to adjustment in certain limited circumstances.  The
closing of the merger is subject to the receipt of stockholder
approvals from the company and Ares Capital stockholders, and
other closing conditions.  The company is holding a Special
Meeting of Stockholders on March 26, 2010, at which the company's
stockholders will be asked to vote on the approval of the merger
and the merger agreement described in the proxy statement dated
February 11, 2010.  Approval of the merger and the merger
agreement requires the affirmative vote of two-thirds of the
company's outstanding shares entitled to vote at the meeting.  The
completion of the merger with Ares Capital is dependent on a
number of conditions being satisfied or, where legally
permissible, waived.

A full-text copy of the Company's press release on its 2009
results is available for free at
http://ResearchArchives.com/t/s?5562

                       Going Concern Doubt

In its audit report on the Company's financial statements for the
fiscal year ended December 31, 2008, KPMG LLP, the Company's
independent registered public accounting firm, expressed
substantial doubt about the Company's ability to continue as a
going concern.  Prior to the Company's debt restructure, certain
events of default occurred under the Company's bank credit
facility and the Company's private notes.  These events of default
provided the respective lenders the right to declare immediately
due and payable unpaid amounts approximating $1.1 billion at
June 30, 2009.

With the completion of the comprehensive restructuring of the
Company's private notes and bank facility during the third quarter
of 2009, the factors that gave rise to the uncertainty about the
Company's ability to continue as a going concern have been
remediated.

                           *     *     *

As reported by the Troubled Company Reporter on January 26, 2010,
Standard & Poor's Ratings Services kept its 'BB+' long-term
counterparty credit rating and 'BB' senior unsecured debt rating
on Allied Capital Corp. on CreditWatch with positive
implications.  S&P also kept its 'BBB' long-term counterparty
credit rating on Ares Capital Corp. on CreditWatch with negative
implications.


AMERICAN INT'L: Has Deal to Sell AIA to Prudential for $35.5BB
--------------------------------------------------------------
American International Group, Inc., on Monday unveiled a
definitive agreement for the sale of the AIA Group, Limited, one
of the world's largest pan-Asian life insurance companies, to
Prudential plc for roughly $35.5 billion, including roughly $25
billion in cash, $8.5 billion in face value of equity and equity-
linked securities, and $2.0 billion in face value of preferred
stock of Prudential, subject to closing adjustments.

The cash portion of the proceeds from the sale, the largest to
date in AIG's ongoing restructuring efforts, will be used to
redeem preferred interests with a liquidation preference of
roughly $16 billion held by the Federal Reserve Bank of New York
in the special purpose vehicle formed to hold the interests in
AIA, and to repay roughly $9 billion under the FRBNY Credit
Facility.

AIG said it intends to monetize the $10.5 billion in face value of
Prudential securities over time, subject to market conditions,
following the lapse of agreed-upon minimum holding periods.
According to The Wall Street Journal, AIG will get an 11% stake in
Prudential.

All net cash proceeds from the monetization of the securities will
be used to repay any outstanding debt under the FRBNY Credit
Facility.

"In considering two viable, very attractive alternatives to
successfully monetize AIA, including an initial public offering,
we decided that a sale to Prudential enables AIG to realize value
on a faster track to repay U.S. taxpayers," said Robert Benmosche,
AIG President and Chief Executive Officer.  "This transaction, the
most significant milestone to date in our ongoing effort to repay
taxpayers, also gives us greater flexibility to move forward with
AIG's restructuring and focus on enhancing the value of our key
insurance businesses, which will benefit all stakeholders.

"Combining Prudential, which has long been committed to enhancing
its profile in Asia, and AIA, a remarkable Asian franchise, will
create an unrivalled life insurance powerhouse in Asia, one of the
world's fastest growing markets.  This transaction assures AIA of
a well-respected, highly-rated, financially strong partner in
which its management, customers, employees, agent sales force, and
distribution partners can have confidence.  Indeed, in undertaking
this transaction, both we and Prudential are committed to
preserving the AIA brand and the unique strengths of each of our
sales forces, which is key to capitalizing on AIA's long term
potential," Mr. Benmosche concluded.

Founded 160 years ago, Prudential is an international financial
services provider.  The transaction includes all of the companies
of the AIA Group operating in 15 geographical markets across Asia
Pacific, including the company's international network of more
than 320,000 agents and roughly 23,500 employees serving the
holders of more than 23 million in-force policies and the more
than 10 million participating members of its clients for group
life, medical, credit life coverage, and pension products.

The transaction has been approved by the boards of directors of
both AIG and Prudential, and is expected to close by the end of
2010.  The transaction is subject to approval by Prudential
shareholders, regulatory approvals, and customary closing
conditions.

                           *     *     *

The Wall Street Journal's Serena Ng, Dana Cimilluca, and Jonathan
Cheng says the $35.5 billion deal AIG struck for its AIA unit
would be the largest insurance takeover on record, according to
Thomson Reuters.  The report says the price is at roughly twice
the amount Prudential and other firms were willing to pay for AIA
during the depths of the financial crisis, when the business was
put up for auction following the fall 2008 U.S. bailout of AIG,
according to people familiar with the matter.  At that time, AIG
and its federal overseers decided to wait.

The Journal notes that Prudential's London-listed shares tumbled
12% to 530 pence on Monday as investors grappled with a massive
$20 billion share sale the company plans to undertake this spring
to finance the deal. (Prudential PLC isn't related to U.S. insurer
Prudential Financial Inc.)  Banks underwriting the deal are
expected to step in with cash if investors don't buy the shares.

The Journal also relates that Prudential officials including Chief
Executive Tidjane Thiam said Monday that the company's major
shareholders are in favor of the deal.  Dispelling recent rumors,
Prudential said it has no plans to sell its slower-growing U.K.
operation.

The Journal notes that after the deal, Prudential would have the
No. 1 position in every major Southeast Asian market, according to
an analyst presentation Monday.  The deal will add 250,000 AIA
agents to a pan-Asian Prudential sales force that is already
420,000 strong.

                            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.


AMC ENTERTAINMANT: Moody's Put Rating on DCIP Sr. Credit Facility
-----------------------------------------------------------------
Moody's Investors Service has assigned a provisional rating of
(P)Baa2 to a senior credit facility, composed of two loans, being
extended to Kasima, LLC, an indirect subsidiary of Digital Cinema
Implementations Partners, LLC .  This transaction is a
securitization of cash flows consisting primarily of virtual print
fees payable by motion picture distributors.  Drawings under the
SCF, in conjunction with proceeds from subordinate financing and
equity, will be used to finance the costs associated with
acquiring and installing digital cinema projectors and related
equipment in theaters owned by DCIP's three joint venture owners.

The complete rating action is:

  -- $335,000,000 Senior Delayed-Draw Term Loan, rated (P)Baa2
  -- $110,000,000 Senior Revolver Loan, rated (P)Baa2

DCIP was formed in February 2007 by AMC Entertainment Inc. (B1,
stable outlook), Cinemark Inc. (B1, positive outlook), and Regal
Entertainment Group (Ba3, negative outlook) (collectively the
Exhibitor Group) to upgrade their 35mm projectors in the U.S. and
Canada to digital projection systems.  The Exhibitor Group's
theaters collectively represent over 50% of the box office
receipts for U.S. and Canada.  Advances under the $445,000,000 SCF
will be secured by the rights to VPFs payable by film distributors
for all digital prints exhibited at the theaters where the digital
cinema projectors are installed.  By converting exhibition to
digital, film distributors can cut costs considerably since the
cost of distribution is much lower for digital prints than for
35mm prints.  Additional minor sources of income securing the SCF
and available to repay advances include rental payment from the
Exhibitor Group for each installed digital projection system,
which will be owned by and leased from Kasima, as well as fees
from the exhibition of non-film content, such as special concerts
or live sporting events.

The provisional ratings of the loans are mainly derived from an
assessment of the strength of the film distributors, which are
affiliates of the major Hollywood studios, and the Exhibitor
Group.  The main driver of revenue to the transaction is the VPFs,
which are incurred as studios release films.  The ratings are
based on a review of past release frequency and the commitment of
the studios to release digital films (such as Avatar).

The main risk to this transaction is the risk that the major
motion picture studios slow their production and release of large
budget films which are widely released.  Large budget films are
typically released over thousands of screens while running for a
number of weeks until moving to DVD or pay-per-view.  Over time,
the habits of film studios may change, for instance releasing over
less screens or running films in the box office for extended
periods of time (both subsequently reducing the number of digital
prints).  Another major risk is the financial health of the
Exhibitor Group.  As seen in the 1990's, theater circuits may
close theaters during bankruptcies.  As the Exhibitor Group
comprises of below investment grade companies, theater closure
continues to be a possibility and poses a risk to this
transaction.  However, the alignment of all parties' interests in
digital conversion is a significant strength that counters these
risks.  The cost savings to film distributors is considerable; the
flexibility to change programming and offer alternative content is
appealing to the exhibitors; and movie goers enjoy the digital
experience.  Moody's feels this profile of risks and benefits is
consistent with the ratings of the loans.  Finally, the role of
unrated DCIP as servicer is supported by a joint and several
guarantee from each Exhibit Group member of the performance by
DCIP of its various obligations under the transaction documents.

                   Principal Rating Methodology

Moody's approach to rating this transaction relies on analysis of
major motion picture distributors and the film industry to
generate an estimate for VPFs, the Exhibitor Group, and the
digital projection equipment and technology.  Monte Carlo
simulations are run to analyze the debt structure using key input
parameters plus qualitative judgments are also used to determine
the final rating.

Major Film Distributors.  For an initial release of a 35mm film, a
motion picture studio must create hundreds (or thousands) of
physical 35mm reels and distribute them to each cinema.  This
initial "print" cost will now be replaced by a VPF which will
allow for digital transmission via satellite or delivery of hard-
disk to the cinema.  For this new digital delivery, the print cost
is substantially reduced for film distributors.

To help finance this conversion to digital, many of the major
motion picture studios have agreements to pay a fixed VPF for a
fixed number of years (after which is $0).  Furthermore, the
studios are committed to release films in digital while the
exhibitors are required to play them digitally if the screens are
available.  Other distributors not under contract will be charged
a higher VPF.

A VPF is generated each time a film is released and booked to be
played on a screen, similar to the cost of physical print which
would incur a one-time cost when created.  For example, if a movie
scheduled for release to 200 digital screens domestically for the
opening weekend, 200 VPF's would be generated.  Then to generate
more VPF's, new films must be released while the previous films
move on to the post-box office phase.  This measure is the screen
turnover rate which is the number of films played per screen per
year.  General data suggests that the turnover for all screens can
be from 12x to 16x on average (that is, 12 to 16 different films
per screen per year).  This is a difficult factor to predict and
simulation is run with a wide ranging distribution for values
based on the factors mentioned above.

Also, examining trends in the movie industry is important to
predict the screen turnover.  Studios have been moving to shorten
the theatrical cycle, while widening the initial box office
release, moving quicker to television and DVD which would increase
screen turnover.  Additionally, the number of films released has
increased since 2000 which would also imply shorter theater run-
time.  However, economic conditions have required film studios to
reduce the number of film projects recently so this must be
considered.

For simulation, screen turnover was distributed uniformly from
9.75x to 14.75 for the first three years and 10.5x to 15x
thereafter.

Exhibitor Group.  Using history of theater industry bankruptcies
in the 1990's, an estimate of theater closures was simulated for
the Exhibitor Group.  Upon closure, different scenarios were run
to estimate the amount of screens that would stop generating
VPF's.  Also no sale or redeployment was assumed in these cases.
The current public ratings notched down one rating level to
determine probability of default and a uniformly distributed
theater closure rate upon default of 5% to 25% were used for
simulation.

Equipment and Technology.  Each installation includes a digital
projector, player, computer server, and software.  The digital
projection system must meet the Digital Cinema Initiative
specification.  This DCI spec was established by a consortium of
movie studios to develop a standard for digital cinema file
format, data transmission, projector resolution, among many other
details.  Once a system meets this specification, the exhibitor is
under contract to ensure proper maintenance.  There is little
exposure to technology risk once a system meets this spec and
begins generating VPF's.

Technology risk was not an input to Moody's Monte Carlo simulation
analysis.


AMERICAN INTERNATIONAL: Moody's Affirms Subordinated Debt at Ba2
----------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of American
International Group, Inc. (long-term issuer rating of A3, short-
term issuer rating of Prime-1) following the company's
announcement of results for the fourth quarter and full year of
2009.  Also affirmed were the Aa3 insurance financial strength
ratings of Chartis U.S. and the A1 IFSRs of SunAmerica Financial
Group.  The rating affirmations reflect the strong market presence
of Chartis and SFG, a general stabilization of these businesses
since AIG's credit crisis in 2008, and Moody's understanding that
the government will continue to support AIG throughout its
restructuring.  The rating outlook for AIG and Chartis remains
negative.  The rating outlook for SFG has been changed to negative
from developing, given that these operations are no longer for
sale.

The current ratings of AIG and its core subsidiaries reflect
uplift from their stand-alone credit profiles given the government
support.  The ratings are positioned at levels expected to be
appropriate for the group on a stand-alone basis when the
restructuring is complete and the government's support and
ownership of AIG ends.  The expectation is that the stand-alone
credit profile of the group will improve over the next 2-3 years
as Chartis and SFG continue to strengthen their business and
financial profiles and as AIG continues to dispose of and de-risk
its non-core businesses.  The negative outlook reflects the
headwinds of a weak global economy and a soft commercial property
& casualty market as well as the significant execution risk
associated with AIG's restructuring plan.

AIG's core operations include global P&C insurance, domestic life
insurance and retirement services and two Japanese life insurers
(AIG Edison Life Insurance Company and AIG Star Life Insurance
Co., Ltd.).  "All of these businesses were negatively impacted by
AIG's credit crisis in 2008," said Bruce Ballentine, Moody's lead
analyst for AIG.  "In general, they experienced higher client
surrenders and non-renewals, lower new business volumes and an
erosion of market share."  Some business lines saw their premium
volumes shrink by 20% or more versus pre-crisis levels.
Gradually, the government intervention has given greater
confidence to AIG's clients, distributors and employees, leading
to more favorable client retentions and new business volumes in
recent quarters.

For Chartis, another challenge has been the need to strengthen
loss reserves for prior years in an environment with steady
competitive pressures and soft commercial P&C pricing.  In the
fourth quarter of 2009, following internal and external reserve
analyses, Chartis took a $2.3 billion pretax reserve charge (about
3.5% of net reserves before the charge) pertaining mainly to the
excess casualty and excess workers' compensation lines.  "Given
the company's willingness to write large and complex risks,
Moody's believe it is more prone to adverse loss development than
most similarly rated peers," said Mr. Ballentine.  "Still, Chartis
has sufficient resources to boost reserves and keep investing in
its business."

Government-funded support for AIG's core operations has included
large capital contributions to SFG and the purchase of illiquid,
non-core affiliates from Chartis for cash.  These transactions
have improved the amount and quality of capital within these
operations along with their regulatory capital ratios.  The IFSRs
of Chartis U.S. and SFG incorporate one notch of rating uplift
versus their intrinsic credit profiles.  "The sound
capitalization, and the availability of additional funding if
needed, will help Chartis and SFG to strengthen their intrinsic
credit profiles over time," said Mr. Ballentine.  "Should their
profitability and other credit metrics fail to improve as
expected, then their ratings would likely be downgraded."

The A3 rating of AIG is notched downward from the IFSRs of its
main operating units to reflect the parent's structural
subordination.  At the same time, the parent rating benefits from
government support, which offsets the downward rating pressure
from various non-core businesses with weaker credit profiles, such
as AIG Financial Products Corp., International Lease Finance
Corporation, American General Finance Corporation, United Guaranty
Residential Insurance Company and the parent company's Matched
Investment Program.  The rating also reflects Moody's expectation
that these weaker non-core businesses will either be sold or
become immaterial to AIG's overall risk profile prior to the
government's exit.  Without government support to facilitate the
restructuring, the parent rating would be lower.

Two of AIG's non-core businesses, American Life Insurance Company
and AIA Group Limited, are high-quality international life
insurers designated for sale either to a strategic buyer or
through a series of public offerings.  Moody's understands that
proceeds from such divestitures would be applied first, toward
repayment of the respective preferred interests ($9 billion in
ALICO, $16 billion in AIA) in these entities held by the Federal
Reserve Bank of New York, second, toward repayment of AIG's senior
secured credit facility with the FRBNY, and third, toward
repayment of other debts.

Moody's expects that the government ownership and support of AIG
will remain in place until the group can demonstrate intrinsic
credit strengths that are consistent with current ratings.  This
expectation is based on (i) government funding commitments that
are already in place, (ii) the record of creditor-friendly actions
taken by the Fed and Treasury throughout the restructuring
process, and (iii) most importantly, the Treasury's economic
incentive to maximize recoveries from its preferred interests in
AIG.  Once the FRBNY loan is repaid, the most likely repayment
mechanism for the Treasury, in Moody's view, would be to convert
its preferred interests to common stock to be sold through one or
more public offerings.  The rating agency believes that such sales
would be most effective if AIG's core insurance operations were
performing well and the non-core businesses were divested or de-
risked.

For the fourth quarter of 2009, AIG reported consolidated revenues
of $96 billion and a net loss attributable to AIG of $8.9 billion.
Much of the quarterly loss pertains to the accelerated
amortization of a prepaid commitment fee and a loss on the sale of
Taiwan-based Nan Shan Life Insurance Company, Ltd., both of which
were previously announced.  The quarterly result also reflects the
reserve charge at Chartis ($1.5 billion after taxes) and a charge
for tax benefits that are not presently recognizable
($2.7 billion).

AIG, based in New York City, is a leading international insurance
organization with operations in more than 130 countries and
jurisdictions.  Shareholders' equity attributable to AIG was
$70 billion as of December 31, 2009.

The last rating action affecting AIG took place on March 2, 2009,
when Moody's confirmed the A3 senior unsecured debt rating,
concluding a review for possible downgrade, and assigned a
negative outlook.

Moody's has affirmed these ratings with a negative outlook:

* American International Group, Inc. -- long-term issuer rating at
  A3, senior unsecured debt at A3, subordinated debt at Ba2,
  short-term issuer rating at Prime-1;

* Chartis Insurance UK Limited -- insurance financial strength at
  A1;

* Chartis U.S. -- AIU Insurance Company; American Home Assurance
  Company; Chartis Property Casualty Company; Chartis Specialty
  Insurance Company; Commerce and Industry Insurance Company;
  National Union Fire Insurance Company of Pittsburgh,
  Pennsylvania; New Hampshire Insurance Company; The Insurance
  Company of the State of Pennsylvania -- insurance financial
  strength at Aa3.

Moody's has affirmed these ratings and changed the outlook to
negative from developing:

* SunAmerica Financial Group -- American General Life and Accident
  Insurance Company, American General Life Insurance Company,
  American General Life Insurance Company of Delaware, American
  International Life Assurance Company of New York, First
  SunAmerica Life Insurance Company, SunAmerica Annuity and Life
  Assurance Company, SunAmerica Life Insurance Company, The United
  States Life Insurance Company in the City of New York, The
  Variable Annuity Life Insurance Company, Western National Life
  Insurance Company -- insurance financial strength at A1;

* SunAmerica Financial Group (funding agreement-backed note
  programs) -- AIG SunAmerica Global Financing Trusts, ASIF I &
  II, ASIF III (Jersey) Limited, ASIF Global Financing Trusts --
  senior secured debt at A1;

Moody's insurance financial strength ratings are opinions of the
ability of insurance companies to punctually pay senior
policyholder claims and obligations.


AMIDEE CAPITAL: Has 2nd Interim Access to Cash Collateral
---------------------------------------------------------
The Hon. Richard S. Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas authorized, in a second interim order,
Amidee Capital Group, Inc., et al., to use cash collateral of
Sterling Bank, Lone Star Bank, and National Guardian Life
Insurance Company.

A final hearing on the Debtors' cash collateral use will be held
on March 25, 2010, at 2:00 p.m., in Corpus Christi.  The Debtors
are required to serve a proposed budget before March 17, 2010.
Objections, if any, are due on March 22, 2010, at 5:00 p.m.
(Central Standard Time.)

As reported in the Troubled Company Reporter on January 26, 2010,
the cash collateral consists of the postpetition receivables,
rents and proceeds generated by the operation of the cash
collateral properties -- the Commercial Acreage, the Rent Houses,
Coastal Breeze, Park Place, Oak Pointe, Sylvanfield Office
Building, and Harbour Glen.

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

As adequate protection for any diminution in value of the lenders'
collateral, the Debtors will grant the prepetition lenders: (i)
replacement liens; and (ii)  superpriority administrative expense
claims.

As additional adequate protection to Lone Star Bank and Sterling
Bank, on or before February 22, 2010, the Debtors will make
payments to be applied to the balance due to the lenders.

The Debtors will also continue to maintain insurance with respect
to all prepetition and postpetition collateral, both real and
personal property.

Houston, Texas-based Amidee Capital Group, Inc., is a Texas
corporation formed in 2003 to acquire, renovate, operate and
resell real property.  The Company filed for Chapter 11 bankruptcy
protection on January 17, 2010 (Bankr. S.D. Tex. Case No. 10-
20041).  The Company's affiliates -- Amidee 2006 Preferred Real
Estate Income Program, Ltd., et al. -- filed separate Chapter 11
petitions.  Matthew Scott Okin, Esq., at Okin Adams & Kilmer LLP
assists the Company in its restructuring effort.  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


ARVINMERITOR INC: Hikes Tender Offer for 8.75% Notes
----------------------------------------------------
ArvinMeritor, Inc. has increased the price it will pay for its 8-
3/4% Notes due 2012 that are tendered pursuant to its previously
announced tender offer for up to $175 million aggregate principal
amount of ArvinMeritor's 8-3/4% Notes due 2012.

The Total Consideration for each $1,000 principal amount of notes
tendered pursuant to the offer has been increased to $1,097.50.
Holders of notes that are validly tendered and not validly
withdrawn at or before 5:00 p.m.  New York City time on the Early
Tender Date of March 8, 2010 will receive the Total Consideration
for their notes that are accepted for purchase in the offer.

The Tender Offer Consideration for each $1,000 principal amount of
notes tendered pursuant to the offer has been increased to
$1,067.50.  Holders of notes that are validly tendered after 5:00
p.m. New York City time on the Early Tender Date and at or before
11:59 p.m.  New York City time on the Expiration Date of March 22,
2010 will receive the Tender Offer Consideration for their notes
that are accepted for purchase in the offer.  The Tender Offer
Consideration consists of the Total Consideration minus the Early
Tender Payment (which remains $30.00 for each $1,000 principal
amount of notes).

Holders who tender notes at or before 5:00 p.m. New York City time
on March 8, 2010 can withdraw tenders at or before 5:00 p.m. New
York City time on March 8, 2010, but not thereafter.  Holders who
tender notes after 5:00 p.m. New York City time on March 8, 2010
cannot withdraw their tenders.

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

The Expiration Date and the Early Tender Date have not been
extended and all of the other terms and conditions of the offer
remain in effect as described in the Offer to Purchase dated
February 23, 2010.

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

                      About ArvinMeritor Inc.

Based in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM) --
http://www.arvinmeritor.com/-- is a premier global supplier of a
broad range of integrated systems, modules and components to the
motor vehicle industry. The company marks its centennial
anniversary in 2009, celebrating a long history of 'forward
thinking.'  The company serves commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets, and light vehicle manufacturers.

As of September 30, 2009, ArvinMeritor had $2.508 billion in total
assets and shareowners' deficit of $1.277 billion.  As of
September 30, 2009, short-term debt was $97 million; Accounts
payable was $674 million; Other current liabilities were
$411 million; Liabilities of discontinued operations were
$107 million; Long-term debt was $1.080 billion; Retirement
benefits were $1.077 billion; Other liabilities were $310 million,
and Minority interests were $29 million.

                            *    *    *

According to the Troubled Company Reporter on Jan. 25, 2010,
Moody's Investors Service affirmed the Corporate Family and
Probability of Default ratings of ArvinMeritor, Inc., at Caa1.  In
a related action, the rating of the senior secured revolving
credit facility was affirmed at B1, and the ratings of the senior
unsecured notes were affirmed at Caa2.  ArvinMeritor's Speculative
Grade Liquidity Rating was raised to SGL-3 from SGL-4.  The rating
outlook is changed to stable.


ASSOCIATED MATERIALS: Amends Employment Deals With 5 Officers
-------------------------------------------------------------
Associated Materials, LLC, on February 17, 2010, amended its
employment agreements with these officers:

     -- Thomas N. Chieffe, President and Chief Executive Officer,
     -- Stephen E. Graham, Vice President - Chief Financial
          Officer, Treasurer and Secretary,
     -- Robert M. Franco, President of AMI Distribution,
     -- Warren J. Arthur, Senior Vice President of Operations and
     -- John F. Haumesser, Vice President of Human Resources.

Item 1 on Exhibit A "Annual Incentive Bonus" of the employment
agreement of each officer was amended to change the measurement
date for the base salary to be used in the annual incentive bonus
calculation from April 1 to December 31 of the calendar year to
which the bonus relates.

Mr. Arthur's employment agreement was also amended to reflect his
current annual base salary of $250,000.

The remaining terms and conditions of the employment agreement of
each officer remain unchanged from the previous versions of such
agreements.

                   About Associated Materials

Based in Cuyahoga Falls, Ohio, Associated Materials LLC fka
Associated Materials Inc. -- http://www.associatedmaterials.com/
-- is a manufacturer of exterior residential building products,
which are distributed through company-owned distribution centers
and independent distributors across North America.  AMI produces a
broad range of vinyl windows, vinyl siding, aluminum trim coil,
aluminum and steel siding and accessories, as well as vinyl
fencing and railing.  AMI is a privately held, wholly owned
subsidiary of Associated Materials Holdings Inc., which is a
wholly-owned subsidiary of AMH, which is a wholly owned subsidiary
of AMH II, which is controlled by affiliates of Investcorp S.A.
and Harvest Partners Inc.

At October 3, 2009, the Company's consolidated balance sheets
showed $825.4 million in total assets, $213.5 million in total
current liabilities, $46.8 million in deferred income taxes,
$58.8 million in other liabilities, and $208.5 million in long-
term debt.  Member's equity at October 3, 2009, was
$297.8 million.

                          *     *     *

In June 18, 2009, Standard & Poor's Ratings Services affirmed its
'CCC+' corporate credit ratings and negative outlook on AMH
Holdings Inc. and Associated Materials Inc.  S&P says the ratings
and outlook on AMH Holdings and AMI incorporate a highly leveraged
financial profile and a significant increase in cash interest
expense starting September 2009.


AUBREY BRUCE WRING: Taps Earnest Fiveash as Bankruptcy Counsel
--------------------------------------------------------------
Aubrey & Virginia Wring has sought permission from the U.S.
Bankruptcy Court for the Western District of Tennessee to employ
Earnest Fiveash as bankruptcy counsel.

Mr. Fiveash will, among other things:

     a. attend meetings and negotiate with representatives of
        creditor(s) and other parties in interest and advise and
        consult on the conduct of the case, including all of the
        legal and administrative requirements of operating in
        Chapter 11;

     b. take necessary action to protect and preserve the
        Debtor, including prosecution of actions on its behalf,
        the defense of any actions commenced against it, negotiate
        concerning litigation in which the Debtor is involved,
        and objections to claims filed against the estate;

     c. prepare motions, applications, answers, orders, reports
        and papers necessary to the administration of the estate;
        and

     d. negotiate and prepare a plan of reorganization, disclosure
        statements, and all related agreements and documents and
        take all necessary action on behalf of the Debtor to
        obtain confirmation of the plan.

Mr. Fiveash will be paid $200 per hour for his services.

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

Memphis, Tennessee-based Aubrey Bruce Wring -- doing business as
Wring Family Revocable Trust; Wring Real Estate LLC; A & B
Enterprises LP; Wring Timberland, LLC; Butler Row LLC; Virginia
Ann Wring Irrevocable Trust; Wring Family Trust; Affordable Land
Sales LLC and Affordable Management LLC -- filed for Chapter 11
bankruptcy protection on February 19, 2010 (Bankr. W.D. Tenn. Case
No. 10-21899).  The Company has assets of $20,629,010, and total
debts of $18,365,480.


AUBREY BRUCE WRING: Section 341(a) Meeting Scheduled for March 19
-----------------------------------------------------------------
The U.S. Trustee for Region 8 will convene a meeting of creditors
in Aubrey Bruce Wring's Chapter 11 case on March 19, 2010, at 3:00
p.m.  The meeting will be held at 200 Jefferson Avenue, Room 400,
Memphis, TN 38103.

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

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

Memphis, Tennessee-based Aubrey Bruce Wring -- doing business as
Wring Family Revocable Trust; Wring Real Estate LLC; A & B
Enterprises LP; Wring Timberland, LLC; Butler Row LLC; Virginia
Ann Wring Irrevocable Trust; Wring Family Trust; Affordable Land
Sales LLC and Affordable Management LLC -- filed for Chapter 11
bankruptcy protection on February 19, 2010 (Bankr. W.D. Tenn. Case
No. 10-21899).  Earnest E. Fiveash, Jr., Esq., who has an office
in Memphis, Tennessee, assists the Company in its restructuring
effort.  The Company has assets of $20,629,010, and total debts of
$18,365,480.


AUGUSTA APARTMENTS: Taps Robert Lampl, et al., as Bankr. Counsel
----------------------------------------------------------------
Augusta Apartments, LLC, has sought authorization from the U.S.
Bankruptcy Court for the Northern District of West Virginia to
employ Robert O. Lampl, John P. Lacher and Elsie R. Lampl as
bankruptcy counsel.

Mr. Lampl, et al., will, among other things:

     -- assist in, among other things, the administration of the
        estate and to represent the Debtor on matters involving
        legal issues that are present or are likely to arise in
        the case;

     -- prepare any legal documentation on behalf of the Debtor,
        to review reports for legal sufficiency; and

     -- furnish information on legal matters regarding legal
        to actions and consequences and for necessary legal
        services connected with Chapter 11 proceedings including
        the prosecution and/or defense of any adversary
        proceedings.

The Debtor says that Mr. Lampl, et al., will be paid based on the
hourly rates of its personnel:

        Robert O. Lampl              $400
        John P. Lacher               $375
        James R. Cooney              $375
        Elsie R. Lampl               $225
        Paralegal                    $125

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

Morgantown, West Virginia-based Augusta Apartments, LLC, filed for
Chapter 11 bankruptcy protection on February 19, 2010 (Bankr. N.D.
W.Va. Case No. 10-00303).  The Company estimated its assets and
debts at $10,000,001 to $50,000,000.


AUGUSTA APARTMENTS: Section 341(a) Meeting Scheduled for March 24
-----------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of creditors
in Augusta Apartments, LLC's Chapter 11 case on March 24, 2010, at
11:00 a.m.  The meeting will be held at U.S. Bankruptcy
Court-Divisional Office, Northern District of West Virginia, 324
West Main Street - Edel Building,
Clarksburg, WV 26301.

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

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

Morgantown, West Virginia-based Augusta Apartments, LLC, filed for
Chapter 11 bankruptcy protection on February 19, 2010 (Bankr. N.D.
W.Va. Case No. 10-00303).  Robert O. Lampl, Esq., at Robert O
Lampl Law Office, assists the Company in its restructuring
efforts.  The Company estimated its assets and debts at
$10,000,001 to $50,000,000.


AUTOLIV INC: To Buy Remaining Shares in Aktsiaselts Norma
---------------------------------------------------------
The Autoliv Inc. Group revealed its intention to make a cash offer
for all outstanding shares not owned by the Group in its 51%-owned
Estonian subsidiary Aktsiaselts Norma.  An offering prospectus for
approval by the Estonian Financial Supervisory Authority will be
filed March 1, 2010.

Norma is the leading supplier of automotive safety products for
the Russian market and an important component supplier to Autoliv.
Last year, it had sales of EUR50 million and 600 employees.  The
Norma shares are listed on the Tallin Stock Exchange.

Shareholders representing 26.4% of the outstanding shares in Norma
have over the past weekend made irrevocable sales commitments for
the planned offer.  Total cost for the 49% outstanding shares
amounts to approximately $50 million.  The planned acquisition is
expected to have virtually no effect on Autoliv's earnings per
share for 2010.

The offer is conditioned upon the Autoliv Group reaching at least
90 percent of all shares in Norma.  The offer is made through AS
Automotive Holding, a 100%-owned subsidiary of Autoliv.

Regarding the tender offer, Autoliv's President and Chief
Executive Officer, Jan Carlson, explained:

"Norma is facing certain challenges as vehicle manufacturers
require their suppliers to be global.  In addition, car
manufacturers want their suppliers to continuously provide them
with new technologies.  These technologies are very expensive to
develop and as a smaller player Norma has limited resources to do
this.

At the same time, system suppliers such as Autoliv have a need for
efficient and financially solid component manufacturers such as
Norma, and Norma could with the support of Autoliv take advantage
of restructuring opportunities in the automotive component
industry.  Therefore, expansion in component supply and
integration into Autoliv's pan-European manufacturing and
logistics system provides a strong platform for Norma and its
employees.  In addition, it will be easier to coordinate sales to
the Russian plants of our global customers if all Autoliv
companies active in this market have the same ownership
structure", explained Mr. Jan Carlson.

                      About Autoliv Inc.

Autoliv Inc. develops and manufactures automotive safety systems
for all major automotive manufacturers in the world.  Together
with its joint ventures, Autoliv has 80 facilities with
approximately 34,000 employees in 28 vehicle-producing countries.
In addition, the Company has technical centers in eleven countries
around the world, with 21 test tracks, more than any other
automotive safety supplier.  Sales in 2008 amounted to US$6.5
billion.  The Company's shares are listed on the New York Stock
Exchange and its Swedish Depository Receipts on the OMX Nordic
Exchange in Stockholm.

                           *     *     *

As reported in the Troubled Company Reporter-Europe on
November 30, 2009, Standard & Poor's Ratings Services raised the
junior subordinated debt rating on Autoliv's US$165 million equity
units hybrid to 'BB+' from 'BB'


AVENTINE RENEWABLE: Wins Confirmation of Reorganization Plan
------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that Aventine Renewable
Energy Holdings Inc. won confirmation of its Chapter 11 plan.

Under the Plan, holders of administrative claims, fee claims,
priority tax claims and DIP financing claims, other priority
claims and prepetition secured credit facility claims, and other
secured claims will be paid in full.

Holders of prepetition unsecured notes claims are projected to get
less than 1% to under 9% recovery.  These holders of the $315.5
million in unsecured notes to receive 80% of the new stock, which
they must split up with unsecured creditors owed $15 million.

Holders of General Unsecured Claims, estimated to be roughly $40
million, may receive between less than 35% to under 1% recovery.

Upon emergence, the Reorganized Debtors will issue $105 million in
notes that will be secured by senior liens on all of the
Reorganized Debtors' assets and used to fund distribution under
the Plan as well as working capital and liquidity needs post-
emergence.  The Reorganized Debtors will also enter into a
$20 million secured asset-based lending facility.

In December, the Debtors entered into a backstop commitment
agreement with Brigade Capital Management LLC, Nomura Corproate
Research & Asset Management, Inc., Whitebox Advisors, Senator
Investment Groupo LP, and SEACOR Capital Corporation, each as
investment manager, to backstop the offering of senior secured
notes.

A full-text copy of the amended Disclosure Statement is available
at no charge at http://bankrupt.com/misc/AREBlacklinedDS.pdf

                     About Aventine Renewable

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

Morgan Stanley Capital Partners IV bought Aventine in May 2003
from Williams Cos.  Aventine had a public offering in May 2006.
The Morgan Stanley group retained 28% of the stock at year's end.

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


BACHRACH ACQUISITION: B&B Acquires Assets for $5.25 Million
-----------------------------------------------------------
Jim Tierney at MultiChannel Merchant says B&B Bachrach acquired
the assets of Bachrach Acquisition for $5.25 million at an auction
in New York Feb. 22, 2010.

Headquartered in New York City, Bachrach Acquisition, LLC --
http://www.bachrach.com/-- sells men's apparel and has stores in
13 states.

The Company filed for Chapter 11 on May 6, 2009 (Bankr. S.D.N.Y.
Case No. 09-12918).  Clifford A. Katz, Esq., Evan J. Salan, Esq.,
Henry G. Swergold, Esq., and Teresa Sadutto-Carley, Esq., at
Platzer, Swergold, Karlan, Levine, Goldberg & Jaslow, LLP,
represent the Debtor in its restructuring effort.  The formal
lists of assets and liabilities show assets on the books for
$20.2 million and debt totaling $24.2 million, including
$8.1 million secured as of the petition date.


BASHAS' INC: Files Amended Chapter 11 Reorganization Plan
---------------------------------------------------------
Patrick O'Grady at Phoenix Business Journal reports that Bashas'
Inc. filed an amended Chapter 11 plan, which details how secured
and unsecured creditors would be paid the $270 million owed by the
company including more than $210 million to a group of banks and
insurance companies.

The plan was filed after it rejected the acquisition offer from
Albertson Inc. of between $260 million and $290 million.

Mr. O'Grady, citing papers filed with the court, said some
unsecured creditors also would be paid over time with
disbursements held for one year before receiving 10% of their
claim.  The creditors would then receive another 5% every six
months until paid with interest.  Other unsecured creditors would
be required to wait longer and be paid out of a fund coming from
about 50% of the company's net cash flow.

The group of bank includes Prudential Insurance Co. of America,
Northern Life Insurance Co., Hartford Life Insurance Co.,
Reliastar Life Insurance Co., Pruco Life Insurance Co., Prudential
Retirement Insurance and Annuity Co., and United of Omaha Life
Insurance Co., says report.

                         About Bashas' Inc.

Bashas' Inc. is a 77-year-old grocery chain that owns 158 retail
stores located throughout Arizona.  It is doing business as
National Grocery, Bashas Food, Bashas' United Drug, Food City,
Eddie's Country Store, A,.J. Fine Foods, Western Produce, Bashas'
Distribution Center, Sportsman's, and Bashas' Dine.

The Company and its affiliates filed for Chapter 11 bankruptcy
protection on July 12, 2009 (Bankr. D. Ariz. Case No. 09-16050).
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
assists the Debtors in their restructuring efforts.  Michael W.
Carmel, Ltd., is the Debtors' co-counsel.  Deloitte Financial
Advisory LLP serves as financial advisors.  Epiq Bankruptcy
Solutions, LLC, serves as claims and notice agent.  In its
bankruptcy petition, Bashas' listed $100 million to $500 million
each in assets and debts.


BENJAMIN ECONOMIC: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Benjamin Economic Complex, LLC.
        9084 Furrow Ave
        Ellicott City, MD 21042

Bankruptcy Case No.: 10-13796

Chapter 11 Petition Date: February 26, 2010

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Duncan W. Keir

Debtor's Counsel: Sopo Ngwa, Esq.
                  Bankruptcy & Immigration Center, LLC
                  11249 B Lockwood Drive
                  Silver Spring, MD 20904
                  Tel: (240) 418-8610
                  Email: nanasein12@aol.com

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

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

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

The petition was signed by Jay A. Benjamin, managing member of the
Company.


BIOSCRIP INC: S&P Assigns Corporate Credit Rating at 'B'
--------------------------------------------------------
Standard & Poor's Rating Services assigned a 'B' corporate credit
rating to Elmsford, New York-based specialty pharmacy service
provider BioScrip Inc.  At the same time, S&P assigned a 'BB-'
issue-level rating to the company's proposed $100 million senior
secured bank term loan and $50 million revolving facility, both
maturing in 2015.  The recovery rating on the debt is '1',
indicating S&P's expectation for very high (90%-100%) recovery in
the event of a payment default.

In addition, S&P assigned a 'B-' issue-level rating on the
company's proposed $225 million senior unsecured notes maturing in
2015.  The recovery rating on the notes is '5', indicating S&P's
expectation for modest (10%-30%) recovery in the event of a
payment default.

"The speculative-grade rating on BioScrip reflects the company's
position as a relatively small player in the highly competitive
specialty pharmacy business market and the uncertain success of
its expansion in the highly fragmented home health business," said
Standard & Poor's credit analyst Tahira Wright.  Debt issued to
finance this expansion is a key factor in its highly leveraged
financial risk profile.

The weak business risk profile reflects the company's relatively
undiversified revenue base and reliance on a small number of
services for much of its business.  Despite the benefit of further
diversity from the acquisition of Critical Homecare Solutions Inc.
(CHS), a provider of home infusion therapy, BioScrip will still
obtain about 75% of its revenue from traditional and specialty
pharmacy services.  In this area, the company is a relatively
small player in a highly competitive industry that a few large
players dominate and has thin operating margins.  Success in the
specialty pharmaceutical market highly depends on relationships
with physicians and securing contracts with physicians and managed
care providers that are up for renewal annually every few years.
Although there is a smaller presence of government reimbursement
in specialty pharmacy, the industry still may be vulnerable to
future government influence on pharmaceutical prices.  With the
added home health business, Medicare and Medicaid coverage will
comprise around 22% of annual revenues.  The expanding biosimilar
market; patent drugs in the R&D pipeline that will rely on
clinical assistance, which will leak into the infusion therapy
business; and possible expanded reimbursement coverage of infusion
therapy by Medicare Part D should bolster growth prospects.


CATALINA INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor:  Catalina Industries, Inc.
         18191 NW 68th Avenue
         Hialeah, FL 33015-3926

Bankruptcy Case No.: 10-14787

Type of Business: Catalina Lighting Inc. and Catalina Industries
                  make 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.

Chapter 11 Petition Date: February 25, 2010

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Stephen P. Drobny, Esq.
                  1500 Miami Center
                  201 S Biscayne Blvd
                  Miami, FL 33131
                  Tel: (305) 347-7362
                  Email: sdrobny@shutts.com

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

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

The petition was signed by A. Corydon Meyer, the company's chief
executive officer.

Debtor-affiliates that filed separate Chapter 11 petition
February 25, 2009:

      Catalina Lighting, Inc.
      Case No: 10-14786
      Estimated Assets:  $1,000,000 to $10,000,000
      Estimated Debts: $10,000,000 to $50,000,000

Catalina Industries' List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Sienhua Electric Fan C.    Trade Debt             $3,354,298
Ltd., GD

Foshan Shunde Decro        Trade Debt             $1,112,191
Lamps Co.

DongLin Hardware & Elec.   Trade Debt             $1,001,841
Co. Ltd.

Foshan Shunde Hualian      Trade Debt             $902,748
Lamp Co.

Xinhua Lighting Co. Ltd.   Trade Debt             $533,973

Master International Co.   Trade Debt             $450,198
Ltd.

Bright Lighting Co. Ltd.   Trade Debt             $229,264

NFK Lite Mfg. Co Ltd.      Trade Debt             $131,511

Shunde Zhaoyuan            Trade Debt             $116,124
Electrical App

Pinghu Rongxing            Trade Debt             $91,633
Electrical App

Mallory Alexander Inter.   Trade Debt             $77,245

Jupiter Group              Trade Debt             $74,168

U.S. Customs               Duty                   $69,930

MG Property Limited        Rent                   $46,922

Morgan Lewis & Bockius     Legal Services         $37,757
LLP

Ace Hardware Corp          Trade Debt             $33,318

IHFC                       Rent                   $22,295

Crowe Horwath LLP          Legal Services         $23,815

Cowan, Liebowitz, &        Legal Services         $19,997
Latman, PC

W & W Pallet Co.           Trade Debt             $14,560


CATALYST PAPER: 89.96% of Old Notes Tendered on February 25
-----------------------------------------------------------
Catalyst Paper Corporation disclosed that U.S.$318,676,000 in
principal amount of the Old Notes, or 89.96% of the outstanding
Old Notes, had been validly tendered as of the expiration of the
early tender and withdrawal date of 5:00 p.m., New York City time,
on February 25, 2010, in connection with the previously announced
private exchange offer and consent solicitation, of Catalyst's 11%
Senior Secured Notes due December 15, 2016, for its outstanding 8
5/8% Senior Notes due June 15, 2011.

In light of the tenders received to date, Catalyst has determined
to reduce the minimum tender condition to $318,676,000 in
principal amount of the Old Notes, which represents the principal
amount of Old Notes that have been validly tendered as of the
Early Payment Date and which remains the principal amount of Old
Notes tendered. Accordingly, this reduction in the minimum tender
condition is in effect a waiver of that condition.  As required by
applicable law, Catalyst is extending the expiration date of the
Exchange Offer from 5:00 p.m., New York City time, on March 2,
2010, to Midnight, New York City time, on March 5, 2010, unless
further extended.  Because the withdrawal date of the Exchange
Offer has expired, holders that have already tendered their Old
Notes in the Exchange Offer may not withdraw their tenders or
revoke their consents, unless Catalyst re-opens the withdrawal
period in its discretion, or as otherwise provided in the Offer
Documents.

The terms of the Exchange Offer are set forth in the amended and
restated Offering Memorandum and Consent Solicitation (the
"Offering Memorandum" and, together with the accompanying letter
of transmittal, the "Offer Documents").  While the minimum tender
condition has effectively been waived, the Exchange Offer is
subject to certain other conditions, which Catalyst may assert or
waive at any time in whole or in part in its discretion, subject
to its obligations under the previously announced support
agreement with an ad hoc group of holders of the Old Notes.

Eligible Holders can obtain the Offer Documents by contacting the
information agent, MacKenzie Partners, Inc., at (212) 929-5500 or
toll free at (800) 322-2885.  Offer Documents will only be
provided to persons who can certify that they are Eligible Holders
or that they are representatives acting on behalf of Eligible
Holders.

The Exchange Offer will be made, and the New Notes will be offered
and issued, in transactions exempt from the registration
requirements of the U.S. Securities Act of 1933, as amended.
Accordingly, the Exchange Offer will only be made to holders of
Old Notes (i) that are both "qualified institutional buyers," as
that term is defined in Rule 144A under the Securities Act, and
"accredited investors," as that term is defined in Rule 501(a)
under the Securities Act, or (ii) outside the United States, that
are persons other than "U.S. persons," as that term is defined in
Rule 902 under the Securities Act, in offshore transactions in
reliance upon Regulation S under the Securities Act (collectively,
the "Eligible Holders").  In Canada, the Exchange Offer will be
made pursuant to the exemption from the prospectus and
registration requirement found in S.2.14 of National Instrument
45-106 Prospectus and Registration Exemptions ("NI 45-106")

                      About Catalyst Paper

Headquartered in Richmond, British Columbia, Catalyst Paper
Corporation (TSX:CTL) manufactures diverse specialty printing
papers, newsprint and pulp.  Its customers include retailers,
publishers and commercial printers in North America, Latin
America, the Pacific Rim and Europe.  With six mills strategically
located in British Columbia and Arizona, Catalyst has a combined
annual production capacity of 2.5 million tones.

At September 30, 2009, the Company had C$2.20 billion in total
assets against C$1.29 billion in total liabilities.  At
September 30, 2009, the Company had liquidity of C$192.9 million,
comprised of C$90.6 million cash, and availability of
C$102.3 million on the Company's asset-based loan facility.

                          *     *     *

DBRS in November 2009 downgraded the Issuer Rating of Catalyst
Paper Corporation to B (low) from BB and the Senior Debt rating to
CCC from BB, and placed the Company's ratings Under Review with
Negative Implications.  The downgrades reflect the Company's weak
financial risk which is likely to weaken further in view of
expected continuation of soft industry conditions and follows the
Company's announcement on November 23, 2009, of its offer to
exchange its outstanding 8 5/8% Senior Debt due June 15, 2011,
with new 10% Senior Secured Notes due December 15, 2016, and
shares of its common stock.


CELL THERAPEUTICS: Auditors Raise Going Concern Doubt
-----------------------------------------------------
San Francisco-based Stonefield Josephson, Inc., has included an
explanatory paragraph in their report on Cell Therapeutics, Inc.'s
December 31, 2009, 2008 and 2007 consolidated financial statements
regarding their substantial doubt as to the Company's ability to
continue as a going concern.  The independent auditors reported
that the Company has sustained loss from operations over the audit
periods, incurred an accumulated deficit, and has substantial
monetary liabilities in excess of monetary assets as of
December 31, 2009.

The Company reported a net loss attributable to CTI of
$95.4 million on total revenues of $80,000 for the year ended
December 31, 2009, compared to a net loss attributable to CTI of
$180.0 million on total revenues of $11.4 million for the same
period ended December 31, 2008.

As the Company divested Zevalin to its 50% owned joined venture,
RIT Oncology, in December 2008 the Company recorded no product
sales related to Zevalin in 2009.  The Company subsequently sold
its 50% interest in RIT Oncology to Spectrum in March 2009.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed $69.6 million in total assets, $87.7 million in total
liabilities, and $626,000 in common stock purchase warrants,
resulting in a $18.8 million shareholders' deficit.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $42.2 million in total current
assets available to pay $63.9 million in total current
liabilities.

A full-text copy of the Company's annual report for 2009 is
available for free at http://researcharchives.com/t/s?5587

                            Liquidity

The Company has incurred net losses since inception.  Unless the
Company receives FDA approval for pixantorne, the Company expects
to generate losses from operations for at least the next couple of
years primarily due to research and development costs for
pixantrone, OPAXIO and brostallicin.  If the Company receives FDA
approval and has a successful commercial launch of pixantrone in
the second quarter of 2010 and is successful in exchanging or
retiring its convertible notes due July 1, 2010, the Company
expects to be cash flow positive in the fourth quarter of 2010.
However, if the Company does not receive FDA approval but is
successful in exchanging its convertible notes due July 1, 2010,
the Company expects that its existing cash and cash equivalents,
including the cash received from the issuance of its Series 3
preferred stock and warrants, will be sufficient to fund its
presently anticipated operations through the fourth quarter of
2010.

The Company says it is currently exploring alternative sources of
financing.  If it fails to obtain capital when required, the
Company says it may be required to delay, scale back, or eliminate
some or all of its research and development programs and may be
forced to cease operations, liquidate its assets and possibly seek
bankruptcy protection.

                     About Cell Therapeutics

Headquartered in Seattle, Cell Therapeutics, Inc. (NASDAQ and MTA:
CTIC) -- http://www.CellTherapeutics.com/-- is a
biopharmaceutical company that develops an integrated portfolio of
oncology products aimed at making cancer more treatable.
Subsequent to the closure of its Bresso, Italy operations in
September 2009, CTI's operations are conducted solely in the
United States.


CHINA VOICE: Posts $1.15-Mil. Net Loss in Q2 Ended Dec. 31
----------------------------------------------------------
China Voice Holding Corp. reported a net loss before preferred
dividend of $1,150,361 on sales of $458,624 for the three months
ended December 31, 2009, compared with a net loss of $836,901 on
sales of $324,451 for the same period of the prior year.

The increase in revenues for the quarter is primarily attributed
to U.S. business activities begun during the quarter ended
December 31, 2009.  The increased net loss of $313,460 was
primarily the result of the $162,826 income from discontinued
operations in the 2008 period and the $840,000 loss on equity
investment in the 2009 period, reduced by a $908,178 decrease in
operating expenses.

                        Six Months Results

For the six months ended December 31, 2009, the Company had sales
of $472,047 and a net loss before preferred dividend of
$2,247,508, compared to sales of $420,436 and a net loss before
preferred dividend of $1,802,222 for the same period of 2008.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed $17,657,005 in total assets, $6,447,801 in total
liabilities, and $11,209,204 in total shareholders' equity.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $1,441,977 in total current
assets available to pay $2,245,426 in total current liabilities.

A full-text copy of the Company's quarterly report is available at
no charge at http://researcharchives.com/t/s?55b3

                       Going Concern Doubt

As reported in the Troubled Company Reporter on November 6, 2009,
Jimmy C.H. Cheung & Co, in Hong Kong, expressed substantial doubt
about China Voice Holding Corp. and subsidiaries' ability to
continue as a going concern after auditing the Company's
consolidated financial statements as of, and for the fiscal years
ended, June 30, 2009, and 2008.  The auditors pointed to the
Company's net losses and accumulated deficits during the past two
fiscal years.  Additionally, the auditors reported that the
Company has used cash flow in operations of approximately
$2,519,395 and $4,170,590 in fiscal 2009 and 2008, respectively.

During the six months ended December 31, 2009, and 2008, the
Company had significant operating losses.  The Company has
incurred net losses of approximately $2,247,508 and $1,802,222 for
the six months ended December 31, 2009, and 2008, respectively.
Additionally, during the six months ended December 31, 2009, and
2008, the Company has used cash flow in continuing operations of
approximately $679,581 and $1,491,073.  Accumulated deficit
amounted to $ 2,143,037 and $29,576,504 as of December 31, 2009,
and June 30, 2009, respectively.

Currently, the operations of the Company are funded through
issuance of debt and equity instruments and borrowings from
related parties.  Management's plans to generate cash flow include
sale of company assets, expanding the Company's existing
operations, as well as through additional acquisitions.
Additionally, the Company may raise additional funds by raising
additional capital through debt of equity offerings in an effort
to fund the Company's anticipated expansion.  There is no
assurance additional capital will be available to the Company on
acceptable terms.

                        About China Voice

Based in Boca Raton, Fla., China Voice Holding Corp. --
http://www.chvc.com/-- is a U.S. publicly-traded holding company
with a portfolio of next-generation communications products and
services doing business in the People's Republic of China, where
the Company has obtained full legal status as a licensed Chinese
telecommunications company.  Through its subsidiaries, the Company
provides Voice over Internet Protocol telephone services, office
automation, wireless broadband, unified messaging, video
conferencing, mobility services and other advanced voice and data
services.  CHVC's focus is on providing its innovative and
patented voice and data solutions to government agencies and large
enterprises in China.


CHRYSLER LLC: Twinsburg Plant Set for March 10 Auction
------------------------------------------------------
Old CarCo LLC, formerly Chrysler LLC, obtained approval from the
Bankruptcy Court to hold an auction on March 10 where Twinsburg
Industrial Park LLC will be the stalking horse bidder for
Chrysler's Twinsburg, Ohio stamping plant.

The Debtors will present the results of the auction at a hearing
on March 11.

Corinne Ball, Esq., at Jones Day, in New York, relates that the
Debtors seek to sell:

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

    -- all intangible property pertaining thereto; and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                    Bidding Procedures

The Debtors will:

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

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

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

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

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

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

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

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

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

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

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

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

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

                     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)


CINEMARK INC: Moody's Put Rating on DCIP Sr. Credit Facility
------------------------------------------------------------
Moody's Investors Service has assigned a provisional rating of
(P)Baa2 to a senior credit facility, composed of two loans, being
extended to Kasima, LLC, an indirect subsidiary of Digital Cinema
Implementations Partners, LLC .  This transaction is a
securitization of cash flows consisting primarily of virtual print
fees payable by motion picture distributors.  Drawings under the
SCF, in conjunction with proceeds from subordinate financing and
equity, will be used to finance the costs associated with
acquiring and installing digital cinema projectors and related
equipment in theaters owned by DCIP's three joint venture owners.

The complete rating action is:

  -- $335,000,000 Senior Delayed-Draw Term Loan, rated (P)Baa2
  -- $110,000,000 Senior Revolver Loan, rated (P)Baa2

DCIP was formed in February 2007 by AMC Entertainment Inc. (B1,
stable outlook), Cinemark Inc. (B1, positive outlook), and Regal
Entertainment Group (Ba3, negative outlook) (collectively the
Exhibitor Group) to upgrade their 35mm projectors in the U.S. and
Canada to digital projection systems.  The Exhibitor Group's
theaters collectively represent over 50% of the box office
receipts for U.S. and Canada.  Advances under the $445,000,000 SCF
will be secured by the rights to VPFs payable by film distributors
for all digital prints exhibited at the theaters where the digital
cinema projectors are installed.  By converting exhibition to
digital, film distributors can cut costs considerably since the
cost of distribution is much lower for digital prints than for
35mm prints.  Additional minor sources of income securing the SCF
and available to repay advances include rental payment from the
Exhibitor Group for each installed digital projection system,
which will be owned by and leased from Kasima, as well as fees
from the exhibition of non-film content, such as special concerts
or live sporting events.

The provisional ratings of the loans are mainly derived from an
assessment of the strength of the film distributors, which are
affiliates of the major Hollywood studios, and the Exhibitor
Group.  The main driver of revenue to the transaction is the VPFs,
which are incurred as studios release films.  The ratings are
based on a review of past release frequency and the commitment of
the studios to release digital films (such as Avatar).

The main risk to this transaction is the risk that the major
motion picture studios slow their production and release of large
budget films which are widely released.  Large budget films are
typically released over thousands of screens while running for a
number of weeks until moving to DVD or pay-per-view.  Over time,
the habits of film studios may change, for instance releasing over
less screens or running films in the box office for extended
periods of time (both subsequently reducing the number of digital
prints).  Another major risk is the financial health of the
Exhibitor Group.  As seen in the 1990's, theater circuits may
close theaters during bankruptcies.  As the Exhibitor Group
comprises of below investment grade companies, theater closure
continues to be a possibility and poses a risk to this
transaction.  However, the alignment of all parties' interests in
digital conversion is a significant strength that counters these
risks.  The cost savings to film distributors is considerable; the
flexibility to change programming and offer alternative content is
appealing to the exhibitors; and movie goers enjoy the digital
experience.  Moody's feels this profile of risks and benefits is
consistent with the ratings of the loans.  Finally, the role of
unrated DCIP as servicer is supported by a joint and several
guarantee from each Exhibit Group member of the performance by
DCIP of its various obligations under the transaction documents.

                   Principal Rating Methodology

Moody's approach to rating this transaction relies on analysis of
major motion picture distributors and the film industry to
generate an estimate for VPFs, the Exhibitor Group, and the
digital projection equipment and technology.  Monte Carlo
simulations are run to analyze the debt structure using key input
parameters plus qualitative judgments are also used to determine
the final rating.

Major Film Distributors.  For an initial release of a 35mm film, a
motion picture studio must create hundreds (or thousands) of
physical 35mm reels and distribute them to each cinema.  This
initial "print" cost will now be replaced by a VPF which will
allow for digital transmission via satellite or delivery of hard-
disk to the cinema.  For this new digital delivery, the print cost
is substantially reduced for film distributors.

To help finance this conversion to digital, many of the major
motion picture studios have agreements to pay a fixed VPF for a
fixed number of years (after which is $0).  Furthermore, the
studios are committed to release films in digital while the
exhibitors are required to play them digitally if the screens are
available.  Other distributors not under contract will be charged
a higher VPF.

A VPF is generated each time a film is released and booked to be
played on a screen, similar to the cost of physical print which
would incur a one-time cost when created.  For example, if a movie
scheduled for release to 200 digital screens domestically for the
opening weekend, 200 VPF's would be generated.  Then to generate
more VPF's, new films must be released while the previous films
move on to the post-box office phase.  This measure is the screen
turnover rate which is the number of films played per screen per
year.  General data suggests that the turnover for all screens can
be from 12x to 16x on average (that is, 12 to 16 different films
per screen per year).  This is a difficult factor to predict and
simulation is run with a wide ranging distribution for values
based on the factors mentioned above.

Also, examining trends in the movie industry is important to
predict the screen turnover.  Studios have been moving to shorten
the theatrical cycle, while widening the initial box office
release, moving quicker to television and DVD which would increase
screen turnover.  Additionally, the number of films released has
increased since 2000 which would also imply shorter theater run-
time.  However, economic conditions have required film studios to
reduce the number of film projects recently so this must be
considered.

For simulation, screen turnover was distributed uniformly from
9.75x to 14.75 for the first three years and 10.5x to 15x
thereafter.

Exhibitor Group.  Using history of theater industry bankruptcies
in the 1990's, an estimate of theater closures was simulated for
the Exhibitor Group.  Upon closure, different scenarios were run
to estimate the amount of screens that would stop generating
VPF's.  Also no sale or redeployment was assumed in these cases.
The current public ratings notched down one rating level to
determine probability of default and a uniformly distributed
theater closure rate upon default of 5% to 25% were used for
simulation.

Equipment and Technology.  Each installation includes a digital
projector, player, computer server, and software.  The digital
projection system must meet the Digital Cinema Initiative
specification.  This DCI spec was established by a consortium of
movie studios to develop a standard for digital cinema file
format, data transmission, projector resolution, among many other
details.  Once a system meets this specification, the exhibitor is
under contract to ensure proper maintenance.  There is little
exposure to technology risk once a system meets this spec and
begins generating VPF's.

Technology risk was not an input to Moody's Monte Carlo simulation
analysis.


CKE RESTAURANT: Moody's Reviews 'Ba3' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service placed the ratings of CKE Restaurant,
Inc., on review for possible downgrade.  This follows the
February 26, 2010 announcement that CKE has entered into a
definitive merger agreement under which Thomas H.  Lee Partners
will acquire CKE for approximately $928 million, including the
assumption of debt.

Ratings placed on review for possible downgrade:

  -- Corporate Family Rating at Ba3

  -- Probability of Default Rating at Ba3

  -- $200 million senior secured revolving credit facility, due
     3/27/2012 rated Ba2

  -- $270 million senior secured term loan, due 3/27/2013 rated
     Ba2

CKE's SGL-3 Speculative Grade Liquidity rating remains unchanged.

"This announcement suggests that there is a high probability that
CKE and/or its acquirer may need to incur substantial debt to fund
the acquisition which could weaken CKE's credit profile," stated
Bill Fahy, Moody's Senior Analyst.

Moody's review will focus on the impact that a potential
transaction -- if ultimately consumed -- would have on debt
protection metrics, liquidity, and CKE's overall risk profile.  In
addition, the review will consider the company's operating trends
which remain exposed to further deterioration in consumer spending
and increased competition.

Moody's last rating action for CKE occurred on July 18, 2008, when
Moody's assigned an SGL-3 speculative Grade Liquidity rating and
affirmed the company's Ba3 Corporate Family and Probability of
Default ratings and negative outlook.

CKE owns, operates, and franchises, approximately 3,147 quick-
service restaurants under the brand names Carl's Jr. and Hardees.
Annual revenues are approximately $1.5 billion.


CKE RESTAURANTS: S&P Puts 'BB-' Rating on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including the 'BB-' corporate credit rating, on Carpinteria,
California-based CKE Restaurants Inc. on CreditWatch with negative
implications.  This action follows the company's Feb 26, 2010
announcement that it has entered into a definitive merger
agreement under which Thomas H. Lee Partners will acquire CKE for
approximately $928 million, including the assumption of
approximately $309 million of net debt.

"S&P believes this transaction could weaken CKE's credit profile
due to the potential for transaction to be funded with additional
debt," said Standard & Poor's credit analyst Ana Lai.

S&P will resolve the CreditWatch when more information regarding
how the transaction will be financed becomes available and S&P can
assess the effects on CKE's capital structure.


CLAIRE KAT LLC: Case Summary & 2 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Claire Kat LLC
        PO Box 300
        Dupont, WA 98327-0300

Bankruptcy Case No.: 10-41374

Chapter 11 Petition Date: February 25, 2010

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Debtor's Counsel: Brett L. Wittner, Esq.
                  Kent & Wittner PS
                  4301 S Pine, Ste 629
                  Tacoma, WA 98409
                  Tel: (253) 473-7200
                  Email: brettlwittner@kentwittnerlaw.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 $5,151,000,
and total debts of $3,453,230.

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/wawb10-41374.pdf

The petition was signed by Ismail Arslangiray, manager the
Company.


CLARIBEL TORRES TONEL: Case Summary & 11 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Claribel Torres Tonel
        1579 Rio Verde Circle
        Pittsburg, CA 94565

Bankruptcy Case No.: 10-42026

Chapter 11 Petition Date: February 25, 2010

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Debtor's Counsel: Kenneth R. Graham, Esq.
                  Law Office of Kenneth R. Graham
                  171 Mayhew Way #208
                  Pleasant Hill, CA 94523
                  Tel: (925) 932-0170
                  Email: KRG@ELAWS.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 11 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/canb10-42026.pdf

The petition was signed by Claribel Torres Tonel.


COLISEUM ON PARNELL: Filed for Chapter 11 Bankruptcy
----------------------------------------------------
According to journalgazette.net, Coliseum on Parnell LLC filed for
Chapter 11 bankruptcy in attempt to buy time while tenants catch
up on overdue rents.  The Company listed both assets and debts of
between $1 million and $10 million.  Coliseum on Parnell LLC
operates a local shopping center.


COLONY BEACH: Recreational Facility Lease Unconscionable
--------------------------------------------------------
WestLaw reports that a recreational facilities lease regarding
property that was not controlled, used, or occupied by the Chapter
11 debtor-condominium association, but that was, instead,
controlled, used, and occupied as part of a hotel operated by a
separate entity, was unconscionable under Florida law, a Florida
bankruptcy court held.  The lease was procedurally unconscionable,
given that one individual, as both a lessor and the developer in
control of the association, dictated the lease's terms.  This
individual's negotiation of the lease was an act of self-dealing
in that neither the association nor individual unit owners had a
meaningful choice regarding the lease's terms.  These terms were
substantively unconscionable, as the lessors were essentially
entitled to receive above-market rent for 99 years with no
responsibilities, and the lessors were protected against the non-
payment of rent while the association was to bear the costs of
maintenance, insurance, and taxes.  In addition, there was never
adequate disclosure of the lease's terms, and, given the amenities
provided under the lease, the rent obligation of unit owners was
grossly unreasonable.  In re Colony Beach & Tennis Club Ass'n,
Inc., --- B.R. ----, 2010 WL 286615 (Bankr. M.D. Fla.) (May, J.).

Based in Longboat Key, Florida, Colony Beach & Tennis Club Ass'n,
Inc., sought Chapter 11 bankruptcy protection (Bankr. M.D. Fla.
Case No. 08-16972) on October 29, 2008.  Adam L. Alpert, Esq.,
Jeffrey W. Warren, Esq., and Shane G. Ramsey, Esq., at Bush Ross,
P.A., represent the Debtor.  When Colony Beach filed for
bankruptcy, the Debtor estimated assets of less than $10 million
and debts of more than $10 million.


CONEXANT SYSTEM: Jean Hu Drops PAO Post, Stays as CFO & SVP
-----------------------------------------------------------
Conexant Systems Inc. said Jean Hu has resigned from her role as
the Company's principal accounting officer.  She had served as the
Company's principal accounting officer since her appointment as
the Company's Chief Financial Officer in June 2009.  She continues
to serve as the Company's Chief Financial Officer, Treasurer and
Senior Vice President, Business Development.

                          About Conexant

Newport Beach, California-based Conexant Systems, Inc. (NASDAQ:
CNXT) -- http://www.conexant.com/-- is a fabless semiconductor
company.  Conexant's comprehensive portfolio of innovative
semiconductor solutions includes products for imaging, audio,
embedded-modem, and video applications.  Outside the United
States, the Company has subsidiaries in Northern Ireland, China,
Barbados, Korea, Mauritius, Hong Kong, France, Germany, the United
Kingdom, Iceland, India, Israel, Japan, Netherlands, Singapore,
and Israel.

Conexant Systems reported $273.7 million in assets against
$340.3 million in liabilities, for a stockholders' deficit of
$66.6 million as of Jan. 1, 2010.


CONEXANT SYSTEM: Stockholders OKs Hike to 200-Mil. Shares
---------------------------------------------------------
Conexant Systems Inc.'s stockholders approved a proposal to
increase the Company's authorized shares of common stock, par
value $0.01 per share.  Accordingly, on Feb. 19, 2010, the Company
filed a Certificate of Amendment to its Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware
to increase its authorized shares of common stock from 100,000,000
to 200,000,000.  The Company's authorized shares of preferred
stock remain unchanged at 25,000,000.

A full-text copy of the Certificate of Amendment is available for
free at http://ResearchArchives.com/t/s?5563

                          About Conexant

Newport Beach, California-based Conexant Systems, Inc. (NASDAQ:
CNXT) -- http://www.conexant.com/-- is a fabless semiconductor
company.  Conexant's comprehensive portfolio of innovative
semiconductor solutions includes products for imaging, audio,
embedded-modem, and video applications.  Outside the United
States, the Company has subsidiaries in Northern Ireland, China,
Barbados, Korea, Mauritius, Hong Kong, France, Germany, the United
Kingdom, Iceland, India, Israel, Japan, Netherlands, Singapore,
and Israel.

Conexant Systems reported $273.7 million in assets against
$340.3 million in liabilities, for a stockholders' deficit of
$66.6 million as of Jan. 1, 2010.


COURTNEY STRACHAN: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Courtney Strachan
               Shirley Strachan
               6738 Northport Dr.
               Dallas, TX 75230

Bankruptcy Case No.: 10-31324

Chapter 11 Petition Date: February 26, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtors' Counsel: Robert M. Nicoud, Jr., Esq.
                  Olson, Nicoud & Gueck, LLP
                  1201 Main St., Ste. 2470
                  Dallas, TX 75202
                  Tel: (214) 979-7300
                  Fax: (214) 979-7301
                  Email: rmnicoud@dallas-law.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 $1,930,729
and total debts of $1,148,382.

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

            http://bankrupt.com/misc/txnb10-31324.pdf

The petition was signed by the Joint Debtors.


CRUCIBLE MATERIALS: Disclosure Statement Hearing on March 29
------------------------------------------------------------
Crucible Materials Corp. will seek approval of the disclosure
statement explaining its plan of liquidation at a hearing on
March 29.

After obtaining approval of the Disclosure Statement, Crucible
Materials will begin soliciting votes on, then seek confirmation
of, the Plan.

Under the Plan, secured creditors would be unimpaired, unsecured
creditors would receive distributions from remaining funds and
equity holders won't be receiving anything.

The explanatory Disclosure Statement did not disclose the
estimated percentage recovery by holders unsecured claims against
Crucible Materials expected to total $250 million to $400 million
and general unsecured claims against affiliate Crucible
Development Corp. expected to total $205 million to $300 million.
A copy of the Liquidating Plan is available for free at:

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

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

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

Crucible sold most of the assets to three buyers in September for
$52 million.  Crucible sold (i) its compaction metals and research
divisions to Allegheny Technologies Incorporated for $40.95
million at an auction, (ii) its specialty metals division located
in Syracuse, New York, to Crucible Industries LLC, for $8 million,
and (iii) its service center in Romeoville, Illinois, to Erasteel
Inc., a unit of Eramet SA, for $2 million.  In January Crucible
Materials sold remaining assets for $13.2 million to SBI Trading
Co.

                     About Crucible Materials

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

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


CURTIS CARPENTER: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Joint Debtors: Curtis L. Carpenter
               Jeannie C. Carpenter
               2 Samoset Court
               Rogers, AR 72758

Bankruptcy Case No.: 10-70926

Chapter 11 Petition Date: February 26, 2010

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Debtors' Counsel: Robert Dale Teague, Esq.
                  325 South 45th Street
                  Rogers, AR 72758
                  Tel: (479) 636-2500
                  Fax: (479) 986-8200
                  Email: rteague@teague-law.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 $5,168,500
and total debts of $4,477,337

A full-text copy of the Debtors' petition, including a list of
their 15 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/arwb10-70926.pdf

The petition was signed by the Joint Debtors.


DAVIE YARDS: Files for Bankruptcy Under CCAA
--------------------------------------------
Davie Yards sought protection from creditors under the Companies'
Creditors Arrangement Act with the Quebec Superior Court to allow
the company to work on a new plan to secure additional financing,
according to reporting by MarineLog.

According to report, accumulated losses due to currency
fluctuations and project cost increases related to delays of
payment of installments by clients have affected the Company's
results of operations.

In addition, the Toronto exchange said it is reviewing the common
shares of the Company with respect to meeting the requirements for
continued listing pursuant to the Expedited Review Process.  The
Common Shares are suspended from trading immediately.

Davie Yards specializes in the building, conversion and repairing
of ships and facilities.


DIPAK DESAI: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Dipak Desai
          aka Dipak Desai, M.D., Chartered
        3093 Red Arrow Drive
        Las Vegas, NV 89134

Bankruptcy Case No.: 10-13050

Chapter 11 Petition Date: February 26, 2010

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Bruce Thomas Beesley, Esq.
                  Lewis And Roca LLP
                  50 West Liberty Street, Ste. 410
                  Reno, NV 89501
                  Tel: (775) 823-2900
                  Fax: (775) 823-2929
                  Email: bbeesley@lrlaw.com

                  Michael F. Lynch, Esq.
                  3993 Howard Hughes Pkwy, Suite 600
                  Las Vegas, NV 89101
                  Tel: (702) 949-8200
                  Fax: (702) 216-6191
                  Email: mlynch@lrlaw.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 $22,324,179,
and total debts of $1,892,555.

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

The petition was signed by Dipak Desai.

Debtor-affiliates that filed separate Chapter 11 petitions:

(1) Gastroenterology Center of Nevada, LLP
     Case No: 09-22776

(2) SAI K, LLC
     Case No: 09-32044

(3) Desert Shadow Endoscopy Center, LLC
     Case No: 09-22784

(4) Spanish Hills Surgical Center, LLC
     Case No: 09-28397

(5) Endoscopy Center of Southern Nevada, LLC
     Case No: 09-22780

(6) Endoscopy Center of Southern Nevada II, LLC
     Case No: 10-10470


DWIGHT BENESH: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Dwight A. Benesh
        1570 West Maggio Way, #1082
        Chandler, AZ 85224-6471

Bankruptcy Case No.: 10-05125

Chapter 11 Petition Date: February 26, 2010

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

Debtor's Counsel: Harold Campbell, Esq.
                  Campbell & Coombs, P.C.
                  1811 S. Alma School Road, Suite 225
                  Mesa, AZ 85210
                  Tel: (480) 839-4828
                  Fax: (480) 897-1461
                  Email: heciii@haroldcampbell.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/azb10-05125.pdf

The petition was signed by Dwight A. Benesh.


EAU TECHNOLOGIES: Obtains Unsec. Short Term Loan from Board Member
------------------------------------------------------------------
EAU Technologies Inc. said it obtained an unsecured short term
loan of $100,000 from Peter Ullrich, a member of the Board of
Directors of the Company.

According to the company, the documents of which have not been
signed and the material terms of which are not final.  The
material terms of the final agreement will be disclosed in
subsequent filings with the Securities and Exchange Commission.

                      About EAU Technologies

EAU Technologies, Inc., previously known as Electric Aquagenics
Unlimited, Inc., develops, manufactures and markets equipment that
uses water electrolysis to create non-toxic cleaning and
disinfecting fluids.

According to the Troubled Company Reporter on December 7, 2009,
the Company had $4,287,942 in total assets against $17,259,775 in
total liabilities, resulting in $12,971,833 in stockholders'
deficit at September 30, 2009.


EDUCATIONAL MANAGEMENT: Reveals Tender Offer for Subordinate Notes
------------------------------------------------------------------
Education Management LLC commenced a cash tender offer for any and
all of its outstanding 10 1/4% Senior Subordinated Notes due 2016.
The terms and conditions of the tender offer are described in an
Offer to Purchase, dated March 1, 2010, and a related Letter of
Transmittal, which are being sent to holders of Notes.

                       Aggregate
                       Principal   Late Tender      Early
Total Tender
    CUSIP   Title of    Amount        Offer         Tender
Offer
    Number  Security  Outstanding Consideration(1) Premium(1)
Consideration(1)

    28140JAD2 10 1/4%  $69,032,000    $1,040          $30
$1,070
               Senior
               Subordinated
               Notes
               due 2016

    (1) Per $1,000 principal amount of Notes accepted for
purchase.


Holders of Notes must validly tender and not validly withdraw
their Notes on or before 5:00 p.m., New York City time, on
March 12, 2010, unless extended in order to be eligible to receive
the Total Tender Offer Consideration.  Holders of Notes who
validly tender their Notes after the Early Tender Date and on or
before the Expiration Date will be eligible to receive only the
Late Tender Offer Consideration, which is equal to the Total
Tender Offer Consideration minus the Early Tender Premium.  In
addition to the applicable tender offer consideration, holders
whose Notes are accepted for purchase in the tender offer will
receive accrued and unpaid interest up to, but not including, the
applicable settlement date.  The Company may elect to accept for
purchase prior to the expiration of the tender offer all Notes
validly tendered on or before the Early Tender Date.  It is
anticipated that the settlement date for Notes validly tendered on
or before the Early Tender Date will be March 15, 2010, if the
Company elects to accept such Notes for purchase prior to the
expiration of the tender offer.  It also is anticipated that the
settlement date for Notes validly tendered after the Early Tender
Date and on or before the Expiration Date will be March 29, 2010.

The tender offer will expire at 12:00 midnight, New York City
time, on March 26, 2010, unless extended.  (As set forth in the
Offer to Purchase, validly tendered Notes may be validly withdrawn
at any time on or before 5:00 p.m., New York City time, on
March 12, 2010, unless extended.  The consummation of the tender
offer is not conditioned upon any minimum amount of Notes being
tendered but is conditioned upon the satisfaction or waiver of the
conditions set forth in the Offer to Purchase.

The Company's obligations to accept any Notes tendered and to pay
the applicable consideration for them are set forth solely in the
Offer to Purchase and the related Letter of Transmittal.  This
press release is neither an offer to purchase nor a solicitation
of an offer to sell any Notes.  The tender offer is made only by,
and pursuant to the terms of, the Offer to Purchase, and the
information in this news release is qualified by reference to the
Offer to Purchase and the related Letter of Transmittal. Subject
to applicable law, the Company may amend, extend or, subject to
certain conditions, terminate the tender offer.

Goldman, Sachs & Co. is the Dealer Manager for the tender offer.
Persons with questions regarding the tender offer should contact
Goldman, Sachs & Co. at (212) 357-4692 or (toll-free) (800) 828-
3182 (Attention: Liability Management Group).  Requests for copies
of the Offer to Purchase, the related Letter of Transmittal and
other related materials should be directed to Global Bondholder
Services Corporation, the Information Agent and Depositary for the
tender offer, at (212) 430-3774 (for banks and brokers only) or
(866) 387-1500 (for all others and toll-free).

                      About Education Management

Education Management (http://www.edmc.com/),with over 136,000
students as of October 2009, is among the largest providers of
post-secondary education in North America, based on student
enrollment and revenue, with a total of 97 locations in 30 U.S.
states and Canada. We offer academic programs to our students
through campus-based and online instruction, or through a
combination of both.

                            *     *     *

As reported in the Troubled Company Reporter on Nov. 3, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on Pittsburgh, Pennsylvania-based Education Management LLC
to 'B+' from 'B'.  S&P also raised its issue-level ratings on the
company's debt by one notch in conjunction with the corporate
credit rating upgrade.  At the same time, S&P removed these
ratings from CreditWatch, where they were placed with positive
implications Sept. 23, 2009.  The rating outlook is positive.


EDWARD TODD: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Edward Todd
          dba Downtown Body Shop, Inc.
          aka Eddie Todd
        790 Airport Drive
        Alexander City, AL 35010

Bankruptcy Case No.: 10-80281

Chapter 11 Petition Date: February 26, 2010

Court: United States Bankruptcy Court
       Middle District of Alabama (Opelika)

Judge: William R. Sawyer

Debtor's Counsel: Harvey B. Campbell, Jr., Esq.
                  Campbell & Campell, P.C.
                  PO Drawer 756
                  Talladega, AL 35161
                  Tel: (256) 761-1858
                  Fax: (256) 362-5966
                  Email: hbcampbell@prodigy.net

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

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

According to the schedules, the Company has assets of $1,071,560,
and total debts of $1,217,033.

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

            http://bankrupt.com/misc/almb10-80281.pdf

The petition was signed by Mr. Todd.


ELLICOTT SPRINGS: Section 341(a) Meeting Scheduled for March 31
----------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of creditors
in the Chapter 11 cases of Ellicott Springs Resources, LLC;
Ellicott Springs Development, LLC; Rodney J. Preisser; and PLW,
Inc., on March 31, 2010, at 10:00 a.m.  The meeting will be held
at U.S. Custom House, 721 19th Street, Room 104, Denver, CO 80202.

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

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

Colorado Springs, Colorado-based Ellicott Springs Resources, LLC,
filed for Chapter 11 bankruptcy protection on February 19, 2010
(Bankr. D. Colo. Case No. 10-13116).  The Company estimated its
assets and debts at $10,000,001 to $50,000,000.

On the same date, these affiliates also filed for Chapter 11
bankruptcy protection in the same bankruptcy court:

     -- Ellicott Springs Development, LLC (Case No. 10-13117);
     -- PLW, Inc. (Case No. 10-13114); and
     -- Rodney J. Preisser (Case No. 10-13110)

Those debtors are also based in Colorado Springs, Colorado, and
each also have estimated assets and debts of $10,000,001 to
$50,000,000

Lee M. Kutner, Esq., who has an office in Denver, Colorado,
assists all of the debtors in their restructuring efforts.


ELITE LANDINGS: Has Plan Exclusivity Until April 6
--------------------------------------------------
The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota, extended Elite Landings, LLC, and Petters
Aviation LLC's exclusive periods to propose a Chapter 11 Plan
until April 6, 2010, and to solicit acceptances of that Plan until
June 7, 2010.

As reported in the Troubled Company Reporter on February 4, 2010,
the Debtors would use the additional time to:

   -- gather adequate information for their proposed disclosure
      statements;

   -- evaluate the pre-bankruptcy obligations and debts between
      Elite Landings, LLC, and other Petters related entities; and

   -- resolve unresolved contingencies concerning intercompany
      claims.

Based in Minnetonka, Minnesota, Elite Landings, LLC was, prior to
filing for bankruptcy, engaged in the business of purchasing
Airbus Corporate Jet Aircraft from Airbus S.A.S. and reselling
them.  The company filed for Chapter 11 relief on Oct. 9, 2008
(Bankr. D. Minn. Case No. 08-45210).  Cass Weil, Esq., and James
A. Rubenstien, Esq., at Moss & Barnett, represent Elite Landings,
LLC as counsel.  In its petition, the Company listed between
$10 million and $50 million each in assets and debts.

The company is a wholly owned subsidiary of Petters Aviation, LLC.
Petters Aviation is the owner of 84.4% of the issued and
outstanding stock in MN Airline Holdings, Inc., which, in turn,
owns 100% o the stock in MN Airlines, LLC dba Sun Country
Airlines.  Petters Aviation filed its Chapter 11 case on
October 6, 2008.

Both MN Airline Holdings, and MN Airlines, LLC are debtors-in-
possession in Chapter 11 cases pending in the district.

Petters Aviation is a wholly owned subsidiary of Thomas Petters,
Inc., which is in turn owned 100% by Thomas J. Petters,
individually.  Thomas Petters, the founder and former CEO of
Petters Group, has been indicted and a criminal proceeding against
him is proceeding in the U.S. District Court for the District of
Minnesota.

                About Petters Group Worldwide

Based in Minnetonka, Minn., Petters Group Worldwide LLC is named
for founder and chairman Tom Petters.  The group is a collection
of some 20 companies, most of which make and market consumer
products.  It also works with existing brands through licensing
agreements to further extend those brands into new product lines
and markets.  Holdings include Fingerhut (consumer products via
its catalog and Web site), SoniqCast (maker of portable, WiFi MP3
devices), leading instant film and camera company Polaroid
(purchased for $426 million in 2005), Sun Country Airlines
(acquired in 2006), and Enable Holdings (online marketplace and
auction for consumers and manufacturers' overstock inventory).
Petters formed the company in 1988.

Petters Company, Inc. is the financing and capital-raising unit of
Petters Group Worldwide, LLC.  Petters Company, Inc. and Petters
Group Worldwide, LLC, filed separate petitions for Chapter 11
relief on Oct. 11, 2008 (Bankr. D. Minn. Case No. 08-45257 and 08-
45258, respectively).  James A. Lodoen, Esq., at Lindquist &
Vennum P.L.L.P., represents the Debtors as counsel.  In its
petition, Petters Company, Inc. listed debts of between
$500 million and $1 billion, while its parent, Petters Group
Worldwide, LLC listed debts of not more than $50,000.

As reported in the Troubled Company Reporter on Oct. 7, 2008,
Petters Aviation, LLC,, and affiliates MN Airlines, LLC, doing
business as Sun Country Airlines, Inc., and MN Airline Holdings,
Inc., filed for Chapter 11 bankruptcy protection with the U.S.
Bankruptcy Court for the District of Minnesota on Oct. 6, 2008
(Lead Case No. 08-45136).  Petters Aviation, LLC is a wholly owned
unit of Thomas Petters Inc. and owner of MN Airline Holdings,
Inc., Sun Country's parent company.

Polaroid Corp., which was owned by Petters since 2005, filed its
second voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr.
D. Minn., Lead Case No. 08-46617).


ELLICOTT SPRINGS: Wants Kutner Miller as Bankruptcy Counsel
-----------------------------------------------------------
Ellicott Springs Resources, LLC and its affiliates have asked for
authorization from the U.S. Bankruptcy Court for the District of
Colorado to employ Kutner Miller Brinen, P.C., as bankruptcy
counsel.

Kutner Miller will, among other things:

     a. aid the Debtor in the development of a plan of
        reorganization under Chapter 11;

     b. file the necessary petitions, pleadings, reports, and
        actions that may be required in the continued
        administration of the Debtor's property under Chapter 11;

     c. take necessary actions to enjoin and stay until a final
        decree herein the continuation of pending proceedings and
        to enjoin and stay until a final decree herein the
        commencement of lien foreclosure proceedings;  and

     d. perform all other legal services for the Debtors that may
        be necessary herein.

Kutner Miller will be paid based on the hourly rates of its
personnel:

     Lee M. Kutner                 $420
     Jeffrey S. Brinen             $340
     David M. Miller               $320
     Aaron A. Garber               $290
     Jenny M.F. Fujii              $250
     Heather E. Schell             $200
     Benjamin H. Shloss            $180

Lee M. Kutner, a shareholder at Kutner Miller, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Colorado Springs, Colorado-based Ellicott Springs Resources, LLC,
filed for Chapter 11 bankruptcy protection on February 19, 2010
(Bankr. D. Colo. Case No. 10-13116).  The Company estimated its
assets and debts at $10,000,001 to $50,000,000.

On the same date, these affiliates also filed for Chapter 11
bankruptcy protection in the same bankruptcy court:

     -- Ellicott Springs Development, LLC (Case No. 10-13117);
     -- PLW, Inc. (Case No. 10-13114); and
     -- Rodney J. Preisser (Case No. 10-13110)

Those debtors are also based in Colorado Springs, Colorado, and
each also have estimated assets and debts of $10,000,001 to
$50,000,000


EMISPHERE TECHNOLOGIES: Extends Note's Maturity date to May 26
--------------------------------------------------------------
Emisphere Technologies Inc. said that Novartis Pharma AG has
agreed to further extend the maturity date of the Company's
Convertible Promissory Note to May 26, 2010.  The $10 million
original principal amount Note, plus interest accrued to date, was
originally issued to Novartis on December 1, 2004, in connection
with the Research Collaboration and Option License Agreement
between the parties of that date and was originally due on
December 1, 2009.

              Bankruptcy Warning/Going Concern

At September 30, 2009, the Company's consolidated balance sheets
showed $9.2 million in total assets and $49.7 million in total
liabilities, resulting in a $40.5 million shareholders' deficit.
At September 30, 2009, Emisphere reported cash and restricted cash
of $7.2 million, compared to $1.5 million at June 30, 2009.

In December, Emisphere said Novartis Pharma AG has agreed to
extend the maturity date of Emisphere's Convertible Promissory
Note to February 26, 2010.  The $10 million original principal
amount Note, plus interest accrued to date, was originally issued
to Novartis on December 1, 2004, in connection with the Research
Collaboration and Option License Agreement between the parties of
that date and was originally due on December 1, 2009.

In its quarterly report for the period ended September 30, 2009,
the Company disclosed approximately $12.5 million was due as
payment of the Novartis Note on December 1, 2009.

The Company had said assuming it would be able to satisfy its
obligation under the Novartis Note by some means other than the
use of its existing capital resources, it anticipates its existing
cash resources would enable it to continue operations only through
approximately February 2010.  The Company had warned it could be
forced into bankruptcy had it been declared in default under the
Novartis Note.

Further, the Company has significant future commitments and
obligations.  The Company said these conditions raise substantial
doubt about its ability to continue as a going concern.
Consequently, the audit opinion issued by the Company's
independent registered public accounting firm relating to the
Company's financial statements for the year ended December 31,
2008, contained a going concern explanatory paragraph.

                About Emisphere Technologies

Based in Cedar Knolls, New Jersey, Emisphere Technologies, Inc.
(OTC BB: EMIS) -- http://www.emisphere.com/-- is a
biopharmaceutical company that focuses on a unique and improved
delivery of pharmaceutical compounds and nutritional supplements
using its Eligen(R) Technology.  The Eligen(R) Technology can be
applied to the oral route of administration as well other delivery
pathways, such as buccal, rectal, inhalation, intra-vaginal or
transdermal.


EMPIRE CENTER: JPMorgan Wants Management Fee Reduced to $8,000
--------------------------------------------------------------
Empire Center at Coldwater Springs, LLC, asks the U.S. Bankruptcy
Court for the District of Arizona to approve a stipulation
authorizing the interim use of JP Morgan Chase Bank's cash
collateral.

The stipulation provides for:

   -- The reduction of the management fee from $15,000 to $8,000
      for the 90 days in which this interim order is in effect.
      However, the reduction of the management fee to $8,000 is
      made without prejudice to the Debtor seeking the full
      $15,000 management fee as a part of any future cash
      collateral order;

   -- the Debtor to seek additional sums for the management of the
      project above the $8,000, but the additional sums must first
      be approved by the Bank;

   -- Any cash in which Bank claims an interest which is received
      by the Debtor, but not expended pursuant to the Budget, will
      be sequestered unless and until the Debtor obtains an order
      from the Court or the consent of Bank authorizing its use;

Objections, if any, are due 14 days from the date of mailing of
the notice.  The notice was filed on February 17, 2010.

Scottsdale, Arizona-based Empire Center at Coldwater Springs, LLC,
filed for Chapter 11 bankruptcy protection on December 18, 2009
(Bankr. D. Ariz. Case No. 09-32728).  John J. Hebert, Esq., at
Polsinelli Shughart, P.C., 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 in its bankruptcy petition.


EMPIRE ONE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Empire One Telecommunications, Inc.
          aka EOT
        Corporate Brooklyn
        55 Washington Street, Suite 901
        Brooklyn, NY 11201

Bankruptcy Case No.: 10-10987

Chapter 11 Petition Date: February 25, 2010

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

Judge: Allan L. Gropper

Debtor's Counsel: Oleg Vinnitsky, Esq.
                  Island North Tower
                  575 Main Street, Suite 711
                  New York, NY 10044-0131
                  Tel: (212) 752-4010
                  Fax: (206) 339-1338
                  Email: alex.vinnitsky@gmail.com

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

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

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

            http://bankrupt.com/misc/nysb10-10987.pdf

The petition was signed by Paul Butler, chief operating officer
the Company.


ENDEAVOR HIGHRISE: Wonmore Investing Nearly US$2MM Into Project
---------------------------------------------------------------
Wonmore Ltd. is investing nearly $2 million to renovate and repair
the Endeavour Clear Lake luxury high-rise.  Wonmore, a single
purpose entity and partnership created for the acquisition of the
property, purchased the remaining 44 condominiums in the Endeavour
luxury high-rise on Clear Lake, located at 4821 NASA Parkway in
Pasadena, Texas, for $9.5 million on December 16, 2009.

"We have thoroughly assessed the Clear Lake luxury condominium
high-rise, including any remaining damage from Hurricane Ike.  The
building is soundly engineered and of the highest quality.  Our
investment is focused on exceeding market standards and delivering
a high-end offering that homeowners can feel confident about,"
said John Gilmore, co-founder and managing principal of Richmore
Properties, L.L.C., the general partner managing Wonmore's
investment.

The developer of the tower, Endeavour Highrise L.P., filed for
bankruptcy in May of 2009.  In addition to the $9.5 million paid
for the remaining condominiums, Wonmore has also covered the
existing 2010 homeowner assessments, as well as the outstanding
taxes owed on the building for 2008 and 2009.

Nearly 60 percent of the $2 million invested in the property will
go toward re-skinning the building with a G.E. Elastomeric paint
designed to expand up to 400 percent and seal the structure.  The
roof is being upgraded and covered with a rubberized coating to
repair damage from Hurricane Ike and provide additional protection
against outdoor elements.  A variety of upgrades are being made to
all of the common areas inside the building, including the movie
theater, hallways and lobby in addition to other interior
architecture-related improvements.  For the exterior, plans
include adding security cameras, improving the landscape and hard-
scape features, repairing the lighting system, and making upgrades
to the docks and marina. Wonmore will also finish-out the
penthouse and the other remaining units.

"The vast majority of the funds will be allocated to repairing the
common areas and exterior in addition to other upgrades to the
building.  We are also excited to complete the penthouse -- it
offers magnificent views and will be a spectacular home,"
continued Gilmore.

The 30-story condominium tower, designed by Houston-based EDI
Architects, has 80 units between 1,278 and 7,533 square feet.
With expansive views of Clear Lake and the Gulf of Mexico, the
development offers residents a number of high-end features
including a large, infinity-edge pool and private boat slips.
Interior features include luxury, European-style finishes, 12-foot
ceilings and spacious balconies perfect for taking in the
complex's sweeping views. Units in the Clear Lake high-rise are to
be marketed from $350,000 to $2.9 million.

Gilmore anticipates the majority of repairs and upgrades will be
completed by late spring.

Richmore Properties is a privately capitalized real estate
investment and development firm.  The firm invests in a
diversified portfolio of real estate assets and specializes in
repositioning and renovating distressed properties.  The company
has invested in over three dozen properties in the Greater
Houston-area since 1997.

                  About Endeavour Highrise

Headquartered in Seabrook, Texas, Endeavour Highrise, L.P., is a
single-asset, real estate company.

The Company filed for Chapter 11 on May 4, 2009 (Bankr. S. D. Tex.
Case No. 09-33151).  The Law Offices of Matthew Hoffman, p.c.,
represents the Debtor in its restructuring Efforts.  The Debtor
has assets and debts ranging from $10 million to
$50 million.


EPV SOLAR: Filed for Chapter 11 to Stop Foreclosure
---------------------------------------------------
EPV Solar Inc. filed for Chapter 11 to stop the first-lien lender
from foreclosing after the debt matured.  EPV Solar owes
$3.6 million on the first-lien term loan to an affiliate of
private equity investor Patriarch Partners LLC.  EPV owes another
$55.5 million on subordinated notes.

EPV Solar Inc. is a Robbinsville, New Jersey-based producer of
thin-film photovoltaic solar modules.  The petition says assets
and debt both range from $50 million to $100 million.

EPV Solar Inc. filed for Chapter 11 on Feb. 24, 2010 (Bankr. D.
N.J. Case No. 10-15173).  Kenneth Rosen, Esq., at Lowenstein
Sandler, represents the Debtor in its Chapter 11 effort.


EQUINIX INC: To Hike Size of Notes Offering to $750 Million
-----------------------------------------------------------
Equinix, Inc., intends to increase the size of the offering,
subject to market and other conditions, of its senior notes due
2018 to $750 million.  The notes will be issued under an
automatically effective shelf registration statement on file with
the Securities and Exchange Commission (SEC).  The notes will be
Equinix's general senior obligations and will rank equal in right
of payment to all of its existing and future senior indebtedness
and interest will be payable semi-annually.  The interest rate,
offering price and other terms of the notes will be determined by
Equinix and the underwriters.

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

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

Equinix has filed a registration statement (including a
preliminary prospectus) with the SEC for the offering to which
this communication relates.

                        About Equinix Inc.

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

                            *     *     *

As reported in the Troubled Company Reporter on February 25, 2010,
Moody's Investors Service assigned a first-time Ba3 corporate
family rating and a Ba3 probability of default rating to Equinix

The Company carries a 'B+' corporate credit rating from Standard &
Poor's.


EQUINIX INC: Prices $750MM Public Offering of 2018 Notes
--------------------------------------------------------
Equinix, Inc., has entered into an underwriting agreement to sell
$750 million aggregate principal amount of its 8.125% senior
unsecured notes due 2018.

The notes will be Equinix's general senior obligations and will
rank equal in right of payment to all of its existing and future
senior indebtedness and interest will be payable semi-annually at
a rate of 8.125% per year.  The notes will mature on March 1,
2018, and are redeemable by Equinix prior to maturity at a premium
under certain circumstances.

The net proceeds to Equinix from this offering will be
approximately $736,275,000 million after deducting underwriting
discounts and estimated offering expenses.  Equinix intends to use
the net proceeds from this offering for general corporate
purposes, which may include expansion capital expenditures and the
repayment of indebtedness, including indebtedness that it expects
to assume in connection with its planned acquisition of Switch &
Data Facilities Company, Inc. (Switch and Data).

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

Equinix has filed a registration statement (including a
prospectus) with the U.S. Securities and Exchange Commission (SEC)
for the offering to which this communication relates. Before you
invest, you should read the registration statement and
accompanying prospectus for more complete information about
Equinix and this offering.

                        About Equinix Inc.

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

                            *     *     *

As reported in the Troubled Company Reporter on February 25, 2010,
Moody's Investors Service assigned a first-time Ba3 corporate
family rating and a Ba3 probability of default rating to Equinix

The Company carries a 'B+' corporate credit rating from Standard &
Poor's.


EQUINIX INC: S&P Affirms Corporate Credit Rating at 'B+'
--------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Foster City, California-based data
center and interconnection provider Equinix Inc.  At the same
time, S&P affirmed the company's 'B-' subordinated debt rating.

S&P also lowered the issue rating on the company's proposed
unsecured note issue, which was upsized to $750 million from
$500 million, to 'B+' from 'BB-' and revised the recovery rating
on the debt to '3' from '2'.

Proceeds will be used for general corporate purposes, including
the repayment of indebtedness, including debt S&P expects the
company to assume in connection with the planned acquisition of
Switch & Data.  Pro forma funded debt will be about $2 billion.
The outlook is positive.

"The lowered notes issue rating does not reflect any diminution in
credit quality," said Standard & Poor's credit analyst Catherine
Cosentino.  However, the $250 million increase in the note issue
from the prior proposal reduces recovery prospects in a default to
a level no longer supportive of the '2' recovery, which represents
substantial (70%-90%) recovery in the event of a payment default.
Instead, S&P now consider recovery to be meaningful (50%-70%).

The corporate credit rating affirmation reflects the fact that the
upsized note issue does not materially affect the company's
overall credit profile, including its prospects to de-lever in
2010 through aggressive operating cash flow growth.

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

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


EURODESIGN CABINETS: Case Summary & 20 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: EuroDesign Cabinets, LP
        13428 Benson Avenue
        Chino, CA 91710

Bankruptcy Case No.: 10-15606

Chapter 11 Petition Date: February 28, 2010

Court: United States Bankruptcy Court
       Central District of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: George E. Schulman, Esq.
                  2029 Century Park East 3rd Flr
                  Los Angeles, CA 90067
                  Tel: (310) 277-0077
                  Fax: (310) 277-5735
                  Email: GSchulman@DGDK.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/cacb10-15606.pdf

The petition was signed by James Craddock, chief restructuring
officer the Company.


FRANCISCAN COMMUNITIES: Case Summary & 20 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor:  Franciscan Communities Villa De San Antonio
         8103 North Hollow
         San Antonio, TX 78240

Bankruptcy Case No.: 10-50712

Chapter 11 Petition Date: February 26, 2010

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Chief Bkptcy Judge Ronald B. King

Debtor's Counsel: Ronald Hornberger, Esq.
                  Plunkett & Gibson, Inc.
                  Renaissance Plaza, Suite 1100
                  70 NE Loop 410
                  San Antonio, TX 78216
                  Tel: (210) 734-7092
                  Fax: (210) 734-0379
                  Email: hornbergerr@plunkett-gibson.com

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

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

The petition was signed by Thomas J. Allison the company's chief
executive officer.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Larry Arcemont             Contract               $139,050

Lynne Evans                Contract               $139,050

Roberta Betts              Contract               $135,000

Dennis Burkholder          Contract               $135,000

Marie Cummins              Contract               $135,000

Myron Dmochowski           Contract               $135,000

Homer Hamm                 Contract               $135,000

Martha Smith               Contract               $123,300

William Wooley             Contract               $117,000

Mary Freeman               Contract               $67,500

Davidson & Trolio          Attorney Fees          $44,874

General Electric Capital   Contract               $35,377
Corporation
10 Riverview Drive
Danbury, CT 06810

and

General Electric Capital
Corporation
1010 Thomas Edison
Boulevard S.W.
Cedar Rapids, Iowa 52404

Sysco Food Services of     Trade Debt             $10,371
San Antonio, LP

The Bank of New York       Trust Fees             $8,420
Corporate Trust Billing
Dept.

Professional Lawn          Trade Debt             $7,712
Management

US Foodservice, Inc.       Trade  Debt            $5,114

Trinity Publications       Trade  Debt            $4,880

Securitas Security         Trade  Debt            $3,981
Services USA, Inc.

John Toliver               Contract               $3,918

Morris Wise                Contract               $3,374


FRONTIER COMMUNICATIONS: Commission OKs Purchase of Verizon
-----------------------------------------------------------
Frontier Communications Corporation reported that its pending
acquisition of Verizon Communications' local wireline operations
in Oregon has been unanimously approved by the Oregon Public
Utility Commission.  Frontier has also received all necessary
approvals from authorities in Oregon that are required to transfer
control of local cable TV franchises from Verizon to Frontier,
subject to meeting certain conditions of such approvals.

Oregon is the sixth state to approve the transaction.  The Arizona
Corporation Commission unanimously approved the transaction on
February 18, 2010.  Previously, the transaction was unanimously
approved by the Public Utilities Commission of Ohio, the Public
Utilities Commission of Nevada, the Public Service Commission of
South Carolina and the California Public Utilities Commission.

"Oregon's rural areas and small and medium-sized communities need
access to broadband.  Consistent, affordable broadband is vital to
attracting new businesses and to high-quality schools and critical
care facilities," said Dan McCarthy, Executive Vice President and
Chief Operating Officer of Frontier.  "Residential broadband is in
demand too.  In an information-intensive age, broadband is really
part of a state's infrastructure Frontier looks forward to
extending broadband reach and penetration in Oregon and offering
value-added products and services."

On May 13, 2009, Frontier announced plans to acquire Verizon's
local wireline operations serving residential and small-business
customers in predominantly rural areas and small- to medium-sized
towns and cities in 14 states.

Verizon has received a favorable ruling from the IRS regarding the
tax consequences of its spin-off and merger with Frontier.  The
receipt of this ruling was one of the conditions to closing the
transaction.

Regulators in three other states and the Federal Communications
Commission also must approve the transaction or related transfers.

At the federal level, in the fall of 2009 the Federal Trade
Commission and the U.S. Department of Justice granted the parties'
request for early termination of the waiting period required under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

On October 27, 2009, Frontier's shareholders approved the
transaction with Verizon.

The transaction is expected to close during the second quarter of
2010.

                       About Frontier Communications

Frontier Communications Corporation, headquartered in Stamford,
Connecticut, is the fifth largest wireline telecommunications
company in the U.S., serving more than 7 million access lines in
primarily rural areas and small- and medium-sized cities.

                           *     *     *

Fitch Ratings has maintained Frontier's Issuer Default Rating at
'BB', on Positive Watch.  Standard & Poor's Ratings Services also
retained Frontier's corporate credit rating at 'BB/Stable/--'
despite the upsizing of the Company's 8.125% senior notes due 2018
from $450 million to $600 million at the end of September 2009.


GARDA WORLD: Moody's Assigns 'B1' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Garda
World Security Corporation and its subsidiary, The Garda Security
Group Inc.  Garda's ratings include a B1 corporate family rating,
B1 probability of default rating, B3 Senior Unsecured rating and a
SGL-3 speculative-grade liquidity rating.  GSG's bank facility has
been assigned a Ba2 senior secured rating.  The ratings anticipate
that Garda will complete its proposed debt transactions that are
intended to refinance its existing debt capital.  The ratings
outlook for both entities is stable.

Assignments:

Garda World Security Corporation

  -- Corporate Family Rating, Assigned B1

  -- Probability of Default Rating, Assigned B1

  -- Speculative Grade Liquidity Rating, Assigned SGL-3

  -- US$250 million Senior Unsecured Bond, Assigned B3 (LGD5 -
     76%)

  -- C$75 million Senior Unsecured Bond, Assigned B3 (LGD5 - 76%)

Garda Security Group Inc. (The)

  -- C$125 million Senior Secured Bank Revolver, Assigned Ba2
     (LGD2, 19%)

  -- C$215 million Senior Secured Bank Term Loan, Assigned Ba2
     (LGD2, 19%)

Garda's B1 corporate family rating is strongly influenced by its
initial leverage (Debt/ EBITDA) of roughly 5x and the historical
acquisition-oriented growth strategy of its entrepreneurial
leadership.  While these factors constrain its rating, Garda's
rating also gives significant consideration to its leading market
positions in the North American cash logistics and Canadian
physical security businesses.  Market conditions are expected to
remain soft through the near term however the strength of the
company's business profile should enable it to achieve modest
earnings growth through market share gains.  This expected growth
combined with free cash flow approximating mid-single digits
relative to debt levels should facilitate a steady improvement in
key credit metrics from levels that are initially weak for the
rating category.  The company's good geographic, customer and
business line diversity provide some downside protection in the
event market conditions deteriorate from current expectations.

The company's SGL-3 liquidity rating reflects the company's modest
internal cash resources relative to its debt maturities over the
next year.  Its proposed C$125 million revolving credit facility
is initially expected to have roughly half available for any cash
borrowing needs (after outstanding letters of credits).  Headroom
under its bank financial covenants is initially tight, but
expected to remain adequate.  The secured nature of Garda's bank
facility limits the company's ability to create liquidity from any
asset dispositions should the need arise.

The stable ratings outlooks reflect Moody's expectations that
modest earnings improvement and free cash flow generation should
enable Garda's key credit metrics to improve at a pace that
solidifies its positioning within its rating category through the
next 12 to 18 months.

Sustained metrics associated with an upgrade would include
Debt/EBITDA below 4.0x and FCF/Debt towards 10%.  Sustained
metrics associated with a ratings downgrade would likely include
Debt/EBITDA above 5.5x with FCF/Debt below 5%.  Downward rating
pressure would arise should the company pursue a material debt-
financed acquisition.

Headquartered in Montreal, Canada, Garda is a global provider of
cash logistics, physical security (including airport security
screening) and risk consulting services.  Revenues for the last
twelve months through October 31, 2009, totaled approximately
C$1.1 billion.


GARDA WORLD: S&P Assigns 'B+' Long-Term Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Garda World Security Corp.  The outlook
is stable.

At the same time, S&P assigned its issue-level and recovery
ratings to Garda's proposed C$340 million senior secured financing
facilities, consisting of a C$125 million revolving credit
facility and a C$215 million term loan due 2013; as well as to its
US$250 million and C$75 million senior unsecured notes.

Standard & Poor's rates the proposed secured facilities 'BB' (two
notches higher than the corporate credit rating on Garda), with a
recovery rating of '1', indicating S&P's expectation of very high
(90%-100%) recovery in the event of a payment default.  S&P rate
Garda's proposed senior unsecured notes 'B' (one notch below the
corporate credit rating on the company), with a recovery rating of
'5', indicating S&P's expectation of modest (10%-30%) recovery in
the event of default.

Proceeds from the new financing facilities will be used primarily
to redeem term loans outstanding plus borrowings under revolving
facilities.

"The ratings on Garda reflect S&P's view of the company's
significant financial risk profile, characterized by high
financial leverage and liquidity potentially constrained by the
modest cushion under the secured credit facilities' financial
covenants," said Standard & Poor's credit analyst Maude Tremblay.
"The company's satisfactory business risk profile, which S&P
derive from its solid market position in its core businesses and
high barriers to entry to the cash logistics segment, partially
offsets these concerns in S&P's opinion,' Ms. Tremblay added.

Garda provides cash logistics, physical security services, and
global risk consulting.  It has grown rapidly in the past decade
from a combination of transformational acquisitions and organic
growth and is now the second-largest player in the North American
cash logistic market.  Garda is a smaller and more regional player
than global peers; however, the company achieves a comparable
profitability margin given its high market share in the regions in
which it operates.

In recent years, Garda followed an aggressive financial policy to
support a rapid expansion strategy.  S&P's rating assumes a
moderation of the financial policy in the medium term with a focus
on debt reduction until the company achieves its targeted
financial leverage of less than 3.5x reported debt to EBITDA.  In
the past year, the debt burden has already lessened with the
proceeds from divestments: S&P estimate adjusted debt to EBITDA at
about 5.0x pro forma the proposed financing transaction, down from
a peak of about 6.5x a year earlier.  S&P expects adjusted EBITDA
interest coverage and adjusted funds from operations to debt to be
about 2x and less than 15%, respectively, pro forma the financing
transactions.  Although the financial ratios are slightly weak in
S&P's view, S&P believes they will fall in line with the ratings
in the near term as Garda reduces its financial debt outstanding.

The stable outlook reflects Standard & Poor's assumption that
Garda will generate discretionary cash flow of at least
C$40 million annually in the near term, enabling it to adequately
meet the mandatory debt repayments and financial covenants under
its secured financing facilities.  The ratings would come under
pressure if Garda's operating performance weakened or if it
undertook acquisition activities that would prevent deleveraging
and reduce the cushion under the covenants of its secured credit
facilities to less than 5% of EBITDA.  S&P could consider revising
the ratings upward if Garda meaningfully improved its financial
risk profile, including reducing the adjusted financial leverage
below 4x and expanding the cushion under its financial covenants
to at least 15% of EBITDA, from a combination of sustainable debt
reduction and operating efficiency improvement.


GENERAL MOTORS: Expected to Unveil Changes in Sales Operations
--------------------------------------------------------------
Dow Jones Newswires' Sharon Terlep reports that General Motors Co.
is expected to announce today a shake-up of its sales and
marketing operations in a bid to jump-start growth and gain market
share in North America.  Citing a person familiar with the matter,
Ms. Terlep reports that:

     -- Mark Reuss, who was named president of GM North America in
        early December, will expand his role by taking direct
        responsibility for sales in the region.

     -- Susan Docherty, a vice president who was in charge of
        sales and marketing for North America and reports to Mr.
        Reuss, will give up the sales role and continue as head of
        marketing, this person said.

That source told Dow Jones the changes reflect the impatience of
Chairman and Chief Executive Edward E. Whitacre Jr.  Ms. Terlep
notes Mr. Whitacre has said that rising revenue and market share
are key requirements for returning the auto maker to
profitability.

                       About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GEROVA FINANCIAL: Gets Delisting Notice From NYSE Amex
------------------------------------------------------
Gerova Financial Group, Ltd., disclosed that on February 23, 2010,
it received notification that the NYSE Amex LLC intends to delist
the Company's units, warrants and ordinary shares from the
Exchange in accordance with Section 341 of the Exchange's Company
Guide.  In accordance with Section 341 of the Company Guide,
GEROVA became subject to the Exchange's original listing standards
upon the closing of its previously announced acquisition of an
insurance company together with approximately $650.0 million of
assets from unaffiliated investment funds on January 20, 2010.  In
substance, the Exchange indicated in its notice that based on
information gathered from telephonic conversations with
representatives of GEROVA, the Exchange staff has determined that
the post-closing entity failed to satisfy the Exchange's minimum
distribution requirements for original listing set forth in
Section 102(a) of the Company Guide.  Such minimum distribution
standards require, among other things, that the Company have a
minimum of 400 shareholders.

GEROVA has requested a hearing before a NYSE Amex Listing
Qualifications Panel to appeal the Exchange Staff's delisting
determination.  At the hearing, GEROVA will request the continued
listing of its securities on the Exchange, and attempt to
demonstrate to the Exchange that at the time of the hearing it
has, or shortly thereafter will have, the requisite number of
beneficial owners of ordinary shares and otherwise comply with the
Exchange's minimum distribution standards.  However, there is no
assurance that it will be able to do so, or that the Panel will
grant the Company's request to continue the listing of its
securities on the Exchange.  The Company's securities will remain
listed on the Exchange pending the issuance of a decision by the
Panel following the hearing.

In connection with the transactions closed on January 20, 2010,
and its conversion from a blank check business combination company
to an operating company, GEROVA repurchased or redeemed for
$112 million approximately 11.2 million ordinary shares that were
previously issued for $10 per share in its $115.0 million initial
public offering completed in January 2008.  In addition, as part
of the transactions, GEROVA issued its preferred stock that is
beneficially owned by approximately 600 shareholders.  The
preferred stock automatically starts to convert into ordinary
shares in installments in 2010, commencing in July 2010.  At the
time of the initial conversion in July 2010, the number of owners
of GEROVA ordinary shares will automatically increase by
approximately 600 shareholders.  However, the Exchange has advised
that these shareholders cannot be considered for purpose of
compliance with Section 341 and Section 102(a) of the Company
Guide.  GEROVA intends to register for resale under the Securities
Act of 1933, as amended, all of the ordinary shares issuable upon
conversion of its preferred stock.

                      About GEROVA Financial

GEROVA Financial Group, Ltd. is a specialty reinsurance company
established in 2008 to take advantage of opportunities arising
from financial market dislocations.  GEROVA underwrites insurance
risks that it believes will produce favorable long-term returns on
shareholder equity.  GEROVA seeks to further enhance returns on
equity by directly originating high-yield senior secured
commercial loans to middle market companies in select industries.
In connection with its January 2010 transactions, GEROVA
successfully raised approximately $725 million in equity assets
through the issuance of its convertible preferred stock.  GEROVA
intends to utilize this new equity as regulatory capital to
support writing bulk reinsurance, with a focus on life and annuity
reinsurance with long term assets.


GRADY INVESTMENT: Case Summary & 4 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Grady Investment Properties, LLC
          aka Grady Apartments
        POB 1122
        High Point, NC 27261

Bankruptcy Case No.: 10-10360

Chapter 11 Petition Date: February 26, 2010

Court: United States Bankruptcy Court
       Middle District of North Carolina (Greensboro)

Judge:  Bankruptcy Judge Thomas W. Waldrep Jr.

Debtor's Counsel: Dirk W. Siegmund, Esq.
                  Ivey, McClellan, Gatton, & Talcott, LLP
                  Suite 500, 100 S. Elm St.
                  P.O. Box 3324
                  Greensboro, NC 27402-3324
                  Tel: (336) 274-4658
                  Fax: (336) 274-4540
                  Email: dws@imgt-law.com

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

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

A list of the Company's 4 largest unsecured creditors is available
for free at:

             http://bankrupt.com/misc/ncmb10-10360.pdf

The petition was signed by Dwain K. Grady, member/manager of the
company.


GRAMERCY CAPITAL: Reschedules Q4 Conference Call to March 15
------------------------------------------------------------
Gramercy Capital Corp.'s conference call and audio webcast
discussing the Company's fourth quarter 2009 financial results
originally scheduled for 2:00 p.m. EST on Thursday, March 4, 2010,
will now take place at 2:00 p.m. EST on Monday, March 15, 2010.

The Company elected to postpone its quarterly conference call to
better align the timing of its fourth quarter 2009 earnings
release, which will now occur prior to market open on Monday,
March 15, 2010, with the Company's filing of its Annual Report on
Form 10-K for the year ended December 31, 2009, on or before
Tuesday, March 16, 2010.  The Company's Supplemental Report will
be furnished on Form 8-K with the Securities and Exchange
Commission and the Supplemental Report will be available prior to
the quarterly conference call on the Company's website,
www.gkk.com.

The live call will be webcast in listen-only mode on Gramercy's
website at www.gkk.com and on Thomson's StreetEvents Network. The
presentation may also be accessed by dialing (800) 299-9086 -
Domestic or (617) 786-2903 - International, using pass code
"Gramercy".

A replay of the call will be available from March 15, 2010, at
5:00 p.m. EST through March 22, 2010, at 11:59 p.m. EST by dialing
(888) 286-8010 - Domestic or (617) 801-6888 - International, using
pass code 67615140.

                      About Gramercy Capital

Headquartered in New York City, Gramercy Capital Corp. is a self-
managed integrated commercial real estate finance and property
investment company whose Gramercy Finance division focuses on the
direct origination and acquisition of whole loans, subordinate
interests in whole loans, mezzanine loans, preferred equity,
commercial mortgage-backed security and other real estate
securities, and whose Gramercy Realty division targets commercial
properties leased primarily to financial institutions and
affiliated users throughout the United States.

                            *     *     *

As reported in the Troubled Company Reporter on December 9, 2009,
Gramercy Capital Corp. has entered into a termination agreement
with Wachovia Bank, National Association, or Wachovia, as
administrative agent, to settle and satisfy in full a pre-existing
loan obligation of approximately $44.5 million under its secured
term loan, credit facility and related guarantees.


GRUPO CEMENTOS: Gets Temporary Waiver & Extension from Creditors
----------------------------------------------------------------
Grupo Cementos de Chihuahu signed a temporary waiver and extension
with its creditors during which time they shall refrain from any
rights they may have under their debt contracts.  The Company is
continuing to negotiate in order to reach a satisfactory final
agreement with its creditors.

A full text copy of the company's fourth quarter financial results
is available free at http://ResearchArchives.com/t/s?55b5

                   About Grupo Cementos de Chihuahua

Headquartered in Mexico, Grupo Cementos de Chihuahua SAB de
CV -- http://www.gcc.com -- is primarily engaged in the
production and distribution of cement and concrete.  The company's
product range includes cement, ready-mixed concrete, limestone
aggregate, concrete block and gypsum.  Additionally, its product
portfolio includes prefabricated products, such as paving stones,
thermal houses, concrete blocks and commercial work systems, among
others.  GCC mainly distributes its products under the brand names
Expan 500, Expancern K and Microsilex.  As of January 14, 2008, it
acquired a 100% stake of American enterprise Alliance Concrete
Inc.  The Major Company's subsidiaries are: GCC Cemento SA de CV,
Cementos de Chihuahua SA de CV, GCC Ingenieria y Proyectos SA de
CV and Mexcement Inc, among others.  Grupo Cementos de Chihuahua
SAB de CV is present in Mexico, Bolivia and the United States. It
is owned in 74.09% by Control Administrativo Mexicano SA de CV.


HC INNOVATIONS: Section 341(a) Meeting Scheduled for March 29
-------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in HC Innovations, Inc.'s Chapter 11 case on March 29, 2010, at
10:00 a.m.  The meeting will be held at The Giaimo Federal
Building, 150 Court Street, Room 309, at intersection of Court and
Orange St., New Haven, CT 06510.

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

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

Shelton, Connecticut-based HC Innovations, Inc., filed for Chapter
11 bankruptcy protection on February 19, 2010 (Bankr. Conn. Case
No. 10-50355).  Jon P. Newton, Esq., at Reid & Riege, assists the
Company in its restructuring effort.  The Company listed
$1,000,001 to $10,000,000 in assets and $10,000,001 to $50,000,000
in liabilities.

The Debtor's affiliates -- HM Strategies, Inc.; Enhanced Care
Initiatives, Inc.; Enhanced Care Initiatives of Tennessee, Inc.;
Enhanced Care Initiatives of Alabama, Inc.; Enhanced Care
Initiatives of Massachusetts, Inc.; Enhanced Care Initiatives of
New York, Inc.; and Texas Enhanced Care Initiatives, Inc. -- also
filed separate Chapter 11 petitions.


HEARTLAND PUBLICATIONS: Files Schedules of Assets and Liabilities
-----------------------------------------------------------------
Heartland Publications, LLC, filed with the U.S. Bankruptcy Court
for the District of Delaware its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $14,944,252
  B. Personal Property           $20,594,662
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $159,993,692
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $138,434
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $281,763
                                 -----------      -----------
        TOTAL                    $35,538,914     $160,413,889

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

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


HEARTLAND PUBLICATIONS: Plan Confirmation Hearing Set for April 16
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the disclosure statement explaining the amended Chapter 11 plan of
reorganization for Heartland Publications, LLC, and its units.

The Bankruptcy Court approval of the Debtors' disclosure statement
allows the Debtors to commence the solicitation of votes for
confirmation of their Plan.

The deadline for returning completed ballots is 5:00 p.m. EST on
April 9, 2010, at 4:00 p.m. (ET.)  Objections, if any, to
confirmation of the Plan must be received by the Court and notice
parties no later than April 9, 2010 at 4:00 p.m. (ET.)  A hearing
to consider confirmation of the Plan is scheduled for April 16,
2010, at 11:00 a.m. (ET.)

As reported in the Troubled Company Reporter on Feb 26, 2010, the
Plan, as amended, proposes to give new $70 million term loans and
90% of the new equity to holders of $113.7 million in prepetition
first-lien debt.  If the prepetition second lien lenders owed
$44.9 million vote for the Plan, they will receive a class of
equity interests representing 15% of equity value in excess of the
difference between $20 million and payments under a management
incentive plan.  Unsecured creditors are to be paid in full if
second-lien creditors vote for the Plan.  If second lien claimants
in Class 4 votes to reject the Plan and the Bankruptcy Court
determines in response to an objection filed by the holder of a
second lien claim, then holders of allowed general unsecured
claims will receive no property or distribution under the Plan.

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

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

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

                  About Heartland Publications

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

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


JUAN PERALEZ: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Joint Debtors: Juan S. Peralez
               Rosario A. Reyes
               6431 SW 189th Place
               Lynnwood, WA 98036

Bankruptcy Case No.: 10-12015

Chapter 11 Petition Date: February 25, 2010

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Debtors' Counsel: George Atwater, Esq.
                  Las Americas Legal Services
                  6605 SW 202nd St.
                  Lynnwood, WA 98036
                  Tel: (425) 672-4255
                  Email: atwaterg@msn.com

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

Estimated Debts: $0 to $50,000

The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.

The petition was signed by the Joint Debtors.


LANDCASTLE LLC: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Landcastle, LLC
        1821 26th Street Ct NW
        Gig Harbor, WA 98335

Bankruptcy Case No.: 10-41349

Chapter 11 Petition Date: February 25, 2010

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Noel P. Shillito, Esq.
                  Shillito & Giske PS
                  1919 N Pearl St Ste C2
                  Tacoma, WA 98406
                  Tel: (253) 572-4388
                  Email: shillito@callatg.com

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

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

According to the schedules, the Company has assets of $4,290,000,
and total debts of $3,823,534.

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

The petition was signed by Ned Williams, managing member of the
Company.


LAS VEGAS TV: Case Summary & 18 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Las Vegas Tv Partners, LLC
        6760 Surrey Street
        Las Vegas, NV 89119

Bankruptcy Case No.: 10-13140

Chapter 11 Petition Date: February 26, 2010

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd
                  417 W Plumb LN
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  Email: steve@renolaw.biz

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

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

According to the schedules, the Company has assets of $2,187,378,
and total debts of $18,371,041.

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/nvb10-13140.pdf

The petition was signed by Steve Carlston, manager the Company.


LAWRENCE DWAYNE FLOYD: Case Summary & 11 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Lawrence Dwayne Floyd
        2029 Bethesda Road
        Jesup, GA 31545

Bankruptcy Case No.: 10-20277

Chapter 11 Petition Date: February 26, 2010

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

Debtor's Counsel: William S. Orange-LPO, III, Esq.
                  1419 Newcastle Street
                  Brunswick, GA 31520
                  Tel: (912) 267-9272
                  Fax: (912) 267-7595
                  Email: orangelaw@bellsouth.net

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

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

According to the schedules, the Company has assets of $1,894,425,
and total debts of $1,671,734.

A full-text copy of Mr. Floyd's petition, including a list of his
11 largest unsecured creditors, is available for free at:

            http://bankrupt.com/misc/gasb10-20277.pdf

The petition was signed by Mr. Floyd.


LEWIS EQUIPMENT: Scott Seidel Named Chapter 11 Trustee
------------------------------------------------------
Bill Rochelle at Bloomberg News reports that a Chapter 11 trustee
has been named for Lewis Equipment Co.  Scott M. Seidel, Esq., in
Dallas, was appointed as trustee to oust control from Kyle Lewis
after secured creditor Frost National Bank filed the request.

The U.S. Trustee told the bankruptcy judge that the examiner's
report demonstrated the requisite "gross mismanagement" justifying
a trustee.

An examiner was appointed to investigate whether Lewis Equipment
improperly dealt with secured lenders' collateral.  The lenders
requesting the examiner were Fifth Third Bank and Wachovia
Financial Services Inc.

Grand Prairie, Texas-based Lewis Equipment Company, Inc., operates
a construction business.  The Company and its affiliates filed for
Chapter 11 on Sept. 18, 2009 (Bankr. N.D. Tex. Case No. 09-45785
to 09-45814).  Davor Rukavina, Esq., at Munsch, Hardt, Kopf & Harr
represents the Debtors in their restructuring efforts.  In their
petition, the Debtors listed assets and debts both ranging from
$100,000,001 to $500,000,000.


LILA PALESTINE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Lila Palestine
        24 Lake Terrace
        Middle Island, NY 11953

Bankruptcy Case No.: 10-71265

Chapter 11 Petition Date: February 28, 2010

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Debtor's Counsel: Fredrick P. Stern, Esq.
                  Fredrick P. Stern & Associates PC
                  2163 Sunrise Highway
                  Islip, NY 11751
                  Tel: (631) 650-9260
                  Fax: (631) 650-9259
                  Email: FredPStern@netscape.net

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

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

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

The petition was signed by Ms. Palestine.


LINENS 'N THINGS: Charles Forman Named Interim Ch. 7 Trustee
------------------------------------------------------------
Linens 'n Things Inc. sought and obtained an order confirming its
Chapter 11 case to a Chapter 7.  According to Bloomberg's Bill
Rochelle, Charles M. Forman has been named interim Chapter 7
trustee.  He will become the permanent trustee unless creditors
elect someone else.

Linens failed to implement its already confirmed Chapter 11 plan
because it has no funds to provide payment on $40 million in
priority claims such as taxes and the expenses of the Chapter 11
case.

On June 15, 2009, Judge Christopher Sontchi of the U.S. Bankruptcy
Court for the District of Delaware confirmed Linens' Third Amended
Joint Plan of Reorganization, which was originally required to
become effective no later than August 30, 2009.  netDockets
relates the deadline has been extended multiple times and is
currently extended through February 19.  However, one condition to
the occurrence of the effective date of the plan is for Linens to
hold "cash sufficient to satisfy all Allowed Administrative
Claims, Allowed Priority Tax Claims and Allowed Other Priority
Claims," which Linens Holding estimates total approximately $40
million.

In their request for conversion, the Debtors said they anticipated
collecting sufficient cash to pay the claims through "the Senior
Noteholder Contribution Amount and Avoidance Recoveries."
However, Linens has not been able to collect on its preference
actions as rapidly as it anticipated and no longer anticipates
"generating sufficient proceeds to satisfy such claims in cash in
the foreseeable future."

                      About Linens 'n Things

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.


LYONDELL CHEMICAL: Apollo Poised to Merge with Hexion
-----------------------------------------------------
Apollo Management LP is set to reject a $14.5 billion bid by
Reliance Industries Ltd. for LyondellBasell and merge the company
with Hexion Speciality Chemicals, the New York Post reported,
citing unidentified people familiar with the matter.

Reliance is being led by Indian billionare Mukesh Ambani.

Lyondell may promptly file a reorganization plan with the U.S.
bankruptcy court in Manhattan to transfer ownership of the
company to creditors, the Post added.

                      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: Prior Liens Subordinates Reclamation Claims
--------------------------------------------------------------
Lyondell Chemical Co. notes that under Section 546 of the
Bankruptcy Code, a seller of goods to a debtor is entitled to
reclaim those goods if these were delivered within 45 days before
the Petition Date.  That right, however, is expressly subordinate
to the prior rights of a holder of a valid
security interest in the goods sought to be reclaimed.

The existence of a prior lien provides a complete defense -- Prior
Lien Defense -- to any claims for the reclamation of goods,
rendering the claims valueless, according to the Debtors' counsel,
Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft LLP,
in New York.

In accordance with the Bifurcation Order, Mr. Mirick filed a brief
addressing the Prior Lien Defense as it applies to the Remaining
Reclamation Claims.  All rights of the Debtors and their estates
relating to other aspects of the Remaining Reclamation Claims are
expressly reserved and will be addressed in accordance with the
procedures and time-table established in the Bifurcation Order
should that be necessary.

Approximately 34 creditors asserting Reclamation Claims --
Remaining Reclamation Claimants -- have objected to the Debtors'
determination that their claims are defeated by the Prior Lien
Defense.  These objections should be overruled, and the Remaining
Reclamation Claims disallowed, Mr. Mirick asserts.

All but one of the relevant Debtors in the Chapter 11 cases
granted security interests in all of their assets -? including all
goods, inventory, and equipment -- before any claimant made a
demand for the reclamation of goods.  The Debtors created these
prior security interests pursuant to two prepetition secured
credit facilities and the postpetition debtor-in-possession
secured financing agreements, Mr. Mirick notes.

Citing In re Dana Corp., 367 B.R. 409 (Bankr. S.D.N.Y. 2007), Mr.
Mirick notes that Judge Lifland in the Dana Case considered
reclamation claims asserted against the auto parts maker by over
450 parties.  The Dana Court held that the liens granted to the
prepetition and postpetition lenders constituted valid prior
senior liens for purposes of Section 546(c)(1), and valued the
reclamation claims at $0.

The Court should adopt the sound reasoning expressed by Judge
Lifland, and hold that each of the Remaining Reclamation Claims
subject to the Prior Lien Defense is worthless, Mr. Mirick says.

Some of the Remaining Reclamation Claimants rely on the Sixth
Circuit Court of Appeals' opinion in Phar-Mor, Inc. v. McKesson
Corp. (In re Phar-Mor), 534 F.3d 502, 508 (6th Cir. 2008), cert
denied, 129 S.Ct. 2053(2009).

Mr. Mirick tells the Court that the Phar-Mor decision is
inapplicable because (i) it was wrongly decided, (b) it was based
on the version of the Bankruptcy Code before a critical amendment
to Section 546(c) in 2005, and (iii) it is directly contrary to
well-reasoned opinions of judges.

Some of the Remaining Reclamation Claimants assert that holders of
liens on the goods subject to the Remaining Reclamation Claims
should be required to marshal the assets and recover from other
collateral first.

Mr. Mirick asserts that the Court should not permit the Remaining
Reclamation Claimants to force the secured creditors to engage in
the equitable remedy of marshaling of their collateral because (i)
courts have held that the doctrine of marshaling does not apply to
reclamation claims and (ii) the DIP order prohibits marshaling.

The Debtors ask the Court to hold that each of the Reclamation
Claims has no value, a schedule of which is available at no charge
at:

http://bankrupt.com/misc/Lyondell_ReclamationClaimsZero091009.pdf

                           *     *     *

In consideration of the Debtors' initial brief in support of
the Prior Lien Defense to Reclamation Claims, Judge Gerber
ruled that about 60 reclamation claims asserting $106,110,890
are deemed to be fully reconciled and established at a value of
$0.

A list of the Reconciled Reclamation Claims is available for free
at: http://bankrupt.com/misc/Lyondell_ReconciledRecClaims.pdf

Moreover, all objections to the Notice regarding Reclamation
Claims relating to the Reconcilated Claims that have not been
withdrawn or waived are overruled with prejudice.

Nothing will affect the right or entitlement of any party to
assert a claim with the priority provided in Section 503(b)(9) of
the Bankruptcy Code, or to assert a claim on any other basis for
the value of the goods that were the subject of a reclamation
claim, or the defenses that may be asserted by the Debtors or
their estates regarding any asserted claims.  The Bar Date Order,
however, will continue to apply to all these claims and nothing
will be deemed or interpreted to have affected the Bar Date Order.

Similarly, nothing will prejudice the rights of the Official
Committee of Unsecured Creditors in connection with the Standing
Order and reservation of rights of the Committee with respect to
the Bifurcation Motion.

                      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 to Continue Incentive Bonus Plan
------------------------------------------------------------
Lyondell Chemical Co. and its units seek the Court's authority to
continue their short- term incentive bonus plan for their
employees in the ordinary course of business pursuant to Section
363 of the Bankruptcy Code.

Christopher R. Mirick, Esq., at Cadwalader, Wickersham & Taft
LLP, in New York, reminds the Court that the Debtors sought and
obtained Court authority to continue their STI Program in the
ordinary course for 2009.  The Debtors believe that continuation
of the STI Program beyond 2009 is within the ordinary course of
business but they are seeking court's approval out of an
abundance of caution.

Specifically, Mr. Mirick says that the parameters and performance
targets for the STI Program to be applied in 2010 have been
considered and approved internally at several levels, including
by Jim Gallogly as Chief Executive Officer and the Remuneration
Committee of the Supervisory Board of LyondellBasell.

Moreover, the STI Program is applicable to the vast majority of
LyondellBasell's employees worldwide, pursuant to which employees
are eligible to receive an annual cash payout based on a
percentage of each employee's salary, as well as the annual
performance of the Debtors and the individual employee, Mr.
Mirick discloses.  Some hourly and non-exempt employees also
participate in locally defined bonus plans similar to the global
STI Program, some of which are contractual obligations for
certain non-Debtor affiliates, he relates.

Payment of the STI Program bonus awards for 2010 will occur in
March 2011, Mr. Mirick says.

Mr. Mirick states that the Debtors and their non-Debtor
affiliates and their employees consider the STI Program to be an
important component of an employee's total compensation.  Thus,
absent continuation of the STI Program, compensation for the
Debtors' employees will be far below market rates, which will
contribute to increased employee dissatisfaction and uncontrolled
departures, he points out.  If the Debtors were to continually
lose critical employees, the Debtors would be forced to spend
significant amounts to recruit and train replacement employees,
and they would not be able to replace critical skill sets in a
timely manner, or possibly at all, he adds.

Continuation of the STI Program preserves and maximizes the value
of the Debtors' estates by aligning the interests of the Debtors'
workforce with the interests of the Debtors' economic
stakeholders, Mr. Mirick tells the Court.  The Debtors' success
in consummating a plan of reorganization and maximizing value for
their creditors depends on the continued efforts of their
employees, he says.  To that end, the Debtors believe that their
ability to continue the STI Program is crucial to maintaining a
cohesive and motivated workforce during the bankruptcy process.

The Court will convene a hearing on the Debtors' Incentive Bonus
Motion on March 11, 2010.  Objections are due February 26.

                      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: U.S. Trustee Appoints Jack Williams as Examiner
------------------------------------------------------------------
Jack F. Williams has filed an amended verified statement in
support of the United States Trustee's Application for the
appointment of Mr. Williams as examiner pursuant to Sections 330,
1140(c) and 1106 of the Bankruptcy Code and Rule 2016(b) of the
Federal Rules of Bankruptcy Procedure.  The Amended Verified
Statement is intended to replace the statement filed October 30,
2009, which contained certain language that may have been
confusing.

Mr. Williams is a managing director of BDO Seidman, LLP, a
national accounting, tax and consulting firm.

The Court approved the appointment on October 30, 2009.

According to Mr. Williams, from time to time, BDO has been
involved in matters unrelated to the Debtors' bankruptcy cases
with certain of the retained professionals, including Dechert LLP;
Potter Anderson & Corroon LLP; Cole, Schotz, Meisel, Forman &
Leonard; DLA Piper LLP (US); and Kirkland & Ellis LLP.

Mr. Williams assured the Court that he and BDO are not creditors,
equity holders, or insiders of the Debtors as specified in Section
101(14) of the Bankruptcy Code.

Mr. Williams also disclosed that BDO has relationships with
certain parties-in-interest not related to its professional
services.  These parties-in-interests are National City Bank,
Wells Fargo Equipment Finance, and Bank of America.

BDO has performed, and may be presently performing, accounting,
tax or consulting services unrelated to the Debtors for certain
creditors or parties-in-interest, including ABN AMRO, ACE American
Insurance Company, AIG, Bank of New York, and Credit Suisse,
according to Mr. Williams.

BDO International is an organization comprised of member firms
that do not share profits and are not legally connected as a
partnership.  BDO is the U.S. Member firm of BDO International.
BDO International's individual member firms have not performed
work for the Debtors or their affiliates.

Mr. Williams added that BDO affiliates in the United Kingdom and
Canada provide services to certain parties-in-interest, including
Allied Irish Bank, Wells Fargo, Wachovia, and GMAC.

                      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)


MAIL ADVERTISING: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Mail Advertising & Bindery, Inc.
          dba Mail Adv., Inc.
          dba Mail Adv. Direct, Inc.
          dba Mail Adv. Systems
        4300 Highlands Parkway
        Smyrna, GA 30082

Bankruptcy Case No.: 10-65743

Chapter 11 Petition Date: February 27, 2010

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

Debtor's Counsel: Rodney L. Eason, Esq.
                  The Eason Law Firm
                  Suite 200, 6150 Old National Highway
                  College Park, GA 30349-4367
                  Tel: (770) 909-7200
                  Fax: (770) 909-0644
                  Email: reason@easonlawfirm.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 Choung Le, president of the Company.


MARIA VALENCIA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Maria E. Valencia
        16343 E. 14th Street
        559 Mangels Avenue
        San Leandro, CA 94578-3109

Bankruptcy Case No.: 10-42069

Chapter 11 Petition Date: February 26, 2010

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Debtor's Counsel: William F. McLaughlin, Esq.
                  Law Offices of William F. McLaughlin
                  1305 Franklin St. #301
                  Oakland, CA 94612
                  Tel: (510) 839-4456
                  Email: mcl551@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 Ms. Valencia.


MERCER INT'L: Posts 2nd Straight Annual Net Loss
------------------------------------------------
Mercer International Inc. posted a net loss for the second
consecutive year, reporting a EUR72.125 million net loss for the
year ended December 31, 2009, from a net loss of EUR85.540 million
for 2008.  Mercer last reported a net income in 2007, with
EUR23.430 million.

Total revenues were EUR619.799 million for 2009 from EUR720.291
billion for 2008 and EUR727.295 million for 2007.

At December 31, 2009, the Mercer consolidated group had total
assets of EUR1.083 billion against total liabilities of EUR997.858
million, resulting in EUR123.222 million in shareholders' equity.
Mercer's unrestricted subsidiaries as of September 30, 2009, had
EUR600.407 million in total assets against EUR714.681 million in
total liabilities, resulting in EUR77.025 million in shareholders'
deficit.

Mercer has $2.3 million -- EUR1.6 million -- in principal amount
of 8.5% convertible senior subordinated notes due 2010 which
mature on October 15, 2010, and $65.8 million -- EUR45.9 million
-- in principal amount of its 8.5% convertible senior subordinated
notes due 2012, which mature on January 15, 2012.  Neither the
2010 Convertible Notes nor the 2012 Convertible Notes are subject
to any financial maintenance covenants.

A full-text copy of Mercer's annual report on Form 10-K is
available at no charge at http://ResearchArchives.com/t/s?55af

                   About Mercer International

Vancouver-based Mercer International Inc. (Nasdaq: MERC, TSX:
MRI.U) -- http://www.mercerint.com/-- is a global pulp
manufacturing company.

                          *     *     *

As reported by the Troubled Company Reporter on February 2, 2010,
Standard & Poor's Ratings Services revised its outlook on Mercer
International to positive from negative.  S&P affirmed its ratings
on the company, including the 'CCC+' corporate credit rating.

"The outlook revision reflects S&P's view that Mercer's liquidity
has improved as a result of the completion of its recent exchange
offer for about $15 million of its remaining $17 million
convertible subordinated notes due October 2010 for a like amount
of new notes due January 2012," said Standard & Poor's credit
analyst Andy Sookram.  S&P thinks that the recent debt exchange
will provide the company with greater financial flexibility
through extended debt maturities and increased liquidity in the
near term.

Although Mercer's liquidity has improved, S&P is concerned about
the sustainability of the recently improved pulp market
conditions.  Several pulp producers have announced plans to
restart production at certain facilities in the near future.  If
this leads to a supply/demand imbalance, S&P believes there could
be some reversal of the price increases S&P has seen in the last
several months.  Still, S&P currently does not expect selling
prices to decline to the levels S&P saw in the first half of 2009,
when prices averaged around $660 per ton compared with $840 per
ton in 2008, because S&P thinks it is likely that demand for paper
and packaging products will be modestly higher in 2010.  In
addition, S&P believes that the weak U.S. dollar against the euro
and the Canadian dollar will continue to partly offset some of the
benefits of price increases in the near term.


MERCER INT'L: Harbinger, Falcone Report 10.94% Stake
----------------------------------------------------
Harbinger Capital Partners Master Fund I, Ltd.; Harbinger Capital
Partners LLC; Credit Distressed Blue Line Master Fund, Ltd.;
Harbinger Capital Partners II LP; Harbinger Capital Partners II GP
LLC; Harbinger Holdings, LLC; and Philip Falcone disclosed that
they may be deemed to beneficially own shares of common stock of
Mercer International Inc.:

     -- As of February 12, 2010, Harbinger LLC and Harbinger
        Holdings may be deemed to be the beneficial owners of
        2,228,194 Shares held for the account of the Master Fund;

     -- As of December 31, 2009, Harbinger LLC and Harbinger
        Holdings were deemed to be the beneficial owners of
        2,228,194 Shares held for the account of the Master Fund;

     -- As of February 12, 2010, HCP II and HCP II GP may be
        deemed to be the beneficial owners of 1,973,333 Shares
        held for the account of the Blue Line Fund.  This amount
        consists of Shares that Harbinger et al. may be deemed to
        own upon the conversion of convertible bonds.

     -- As of December 31, 2009, HCP II and HCP II GP were deemed
        to be the beneficial owners of 447,871 Shares held for the
        account of the Blue Line Fund.  This amount consisted of
        Shares that Harbinger et al. were deemed to own upon the
        conversion of convertible bonds.

     -- As of February 12, 2010, Mr. Falcone may be deemed to be
        the beneficial owner of 4,201,527 Shares.  This amount
        consists of: (A) 2,228,194 Shares held for the account of
        the Master Fund; and (B) 1,973,333 Shares held for the
        account of the Blue Line Fund which consists of Shares
        that Harbinger et al. may be deemed to own upon the
        conversion of convertible bonds.

As of December 31, 2009, Mr. Falcone was deemed to be the
beneficial owner of 2,676,065 Shares.  This amount consisted of:
(A) 2,228,194 Shares held for the account of the Master Fund; and
(B) 447,871 Shares held for the account of the Blue Line Fund
which consisted of Shares that Harbinger et al. were deemed to own
upon the conversion of convertible bonds.

The number of Shares of which each of Harbinger LLC and Harbinger
Holdings may be deemed to be the beneficial owner constitutes
6.11% of the total number of Shares outstanding -- based upon
information provided by Mercer in its most recently-filed report
on Form 10-Q, there were 36,443,487 shares outstanding as of
November 5, 2009.

The number of Shares of which each of HCP II and HCP II GP may be
deemed to be the beneficial owner constitutes 5.14% of the total
number of Shares outstanding.

The number of Shares of which Mr. Falcone may be deemed to be the
beneficial owner constitutes 10.94% of the total number of Shares
outstanding.  Harbinger et al. said the 1,973,333 Shares which are
entitled to be obtained upon the conversion of convertible bonds
have been added to Mercer's number of Shares outstanding,
therefore totaling 38,416,820, as the number of Shares
outstanding.

A full-text copy of Harbinger et al.'s regulatory filing is
available at no charge at http://ResearchArchives.com/t/s?55b0

                   About Mercer International

Vancouver-based Mercer International Inc. (Nasdaq: MERC, TSX:
MRI.U) -- http://www.mercerint.com/-- is a global pulp
manufacturing company.

                          *     *     *

As reported by the Troubled Company Reporter on February 2, 2010,
Standard & Poor's Ratings Services revised its outlook on Mercer
International to positive from negative.  S&P affirmed its ratings
on the company, including the 'CCC+' corporate credit rating.

"The outlook revision reflects S&P's view that Mercer's liquidity
has improved as a result of the completion of its recent exchange
offer for about $15 million of its remaining $17 million
convertible subordinated notes due October 2010 for a like amount
of new notes due January 2012," said Standard & Poor's credit
analyst Andy Sookram.  S&P thinks that the recent debt exchange
will provide the company with greater financial flexibility
through extended debt maturities and increased liquidity in the
near term.

Although Mercer's liquidity has improved, S&P is concerned about
the sustainability of the recently improved pulp market
conditions.  Several pulp producers have announced plans to
restart production at certain facilities in the near future.  If
this leads to a supply/demand imbalance, S&P believes there could
be some reversal of the price increases S&P has seen in the last
several months.  Still, S&P currently does not expect selling
prices to decline to the levels S&P saw in the first half of 2009,
when prices averaged around $660 per ton compared with $840 per
ton in 2008, because S&P thinks it is likely that demand for paper
and packaging products will be modestly higher in 2010.  In
addition, S&P believes that the weak U.S. dollar against the euro
and the Canadian dollar will continue to partly offset some of the
benefits of price increases in the near term.


MICHAEL JOHN SULLIVAN: Case Summary & 11 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Michael John Sullivan
        10834 E. Whittier Blvd.
        Whittier, CA 90606

Bankruptcy Case No.: 10-17022

Chapter 11 Petition Date: February 26, 2010

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

Judge: Vincent P. Zurzolo

Debtor's Counsel: Stephen F. Biegenzahn, Esq.
                  4300 Via Marisol, Ste. 764
                  Los Angeles, CA 90042-5079
                  Tel: (213) 617-0017
                  Fax: (480) 247-5977
                  Email: efile@sfblaw.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 11 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/cacb10-17022.pdf

The petition was signed by Mr. Sullivan.


MILTON DANIELE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Joint Debtors: Milton D. Daniele
               Esther H. Daniele
               19717 Oaka Ct.
               Porter, TX 77365

Bankruptcy Case No.: 10-31617

Chapter 11 Petition Date: February 28, 2010

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

Judge: Jeff Bohm

Debtors' Counsel: Calvin C. Braun, Esq.
                  Orlando & Braun LLP
                  3401 Allen Parkway, Suite 101
                  Houston, TX 77019
                  Tel: (713) 521-0800
                  Fax: (713) 521-0842
                  Email: calvinbraun@orlandobraun.com

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

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

The Debtors did not file a list of their 20 largest unsecured
creditors when they filed their petition.

The petition was signed by the Joint Debtors.


MINER HOLDINGS: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Miner Holdings, LLC
          dba Oakdale Townhomes
        5737 Kanan Road, Suite 140
        Agoura Hills, CA 91301

Bankruptcy Case No.: 10-31363

Chapter 11 Petition Date: February 27, 2010

Court: United States Bankruptcy Court
       Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Eric A. Liepins, Esq.
                  12770 Coit Rd., Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591
                  Email: eric@ealpc.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 $1,501,000,
and total debts of $1,790,890.

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/txnb10-31363.pdf

The petition was signed by Cary Williams, managing member the
Company.


MISSISSIPPI RIVER: Section 341(a) Meeting Scheduled for March 16
----------------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of creditors
in Mississippi River Corporation's Chapter 11 case on March 16,
2010, at 10:00 a.m.  The meeting will be held at U.S. Bankruptcy
Building, 170 North High Street, Suite 100, Columbus, OH 43215.

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

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

Columbus, Ohio-based Mississippi River Corporation -- dba MRC,
NAPCO, and North American Paper Company -- filed for Chapter 11
bankruptcy protection on February 16, 2010 (Bankr. S.D. Ohio Case
No. 10-51480).  Richard K. Stovall, Esq., who has an office in
Columbus, Ohio, assists the Company in its restructuring effort.
The Company listed $1,000,001 to $10,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


MISSISSIPPI RIVER: Wants Allen Kuehnle as Bankruptcy Counsel
------------------------------------------------------------
Mississippi River Corporation has asked for permission from the
U.S. Bankruptcy Court for the Southern District of Ohio to employ
Allen Kuehnle Stovall & Neuman LLP as bankruptcy counsel.

Allen Kuehnle will, among other things:

     a. advise and assist the Debtor in preparing necessary
        applications, motions, answers, orders, reports, schedules
        and other legal documents required in connection with the
        administration of the Debtor's Chapter 11 case;

     b. review financial and other reports to be filed with the
        Court and/or the U.S. Trustee in the Debtor's Chapter 11
        case;

     c. advise the Debtor concerning, and assisting in the
        negotiation and documentation of, the refinancing or sale
        of its assets; debt and lease restructuring; executory
        contract and unexpired lease assumptions, assignments or
        rejections; and related transactions; and

     d. represent the Debtor regarding actions it might take to
        collect and recover property for the benefit of the
        estate.

The Debtor says that Allen Kuehnle will be paid based on the
hourly rates of its personnel:

     Thomas R. Allen, Partner             $350
     J. Matthew Fisher, Partner           $270
     Daniel J. Hunter, Of Counsel         $275
     Rick L. Ashton, Associate            $210
     Nicholas R. Barnes, Associate        $175
     Christine Duraney, Paralegal         $115

Richard K. Stovall, a partner at Allen Kuehnle, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Worthington, Ohio, Mississippi River Corporation
-- dba MRC, NAPCO, and North American Paper Company -- is produces
market deinked recycled pulp in the United States.  The Company
filed for Chapter 11 bankruptcy protection on February 16, 2010
(Bankr. S.D. Ohio Case No. 10-51480).  The Company listed
$1,000,001 to $10,000,000 in assets and $10,000,001 to $50,000,000
in liabilities.


MODERN DIGITAL: Phonetime Acquires All Outstanding Shares
---------------------------------------------------------
Phonetime Inc. has acquired all of the outstanding shares of
Modern Digital Communications Inc.

MDCI, which recently concluded a Proposal under the Bankruptcy and
Insolvency Act (Canada) has an accumulated tax loss pool of
approximately $4.5 million.  Management believes that the
acquisition of MDCI and its significant tax loss pool provides
Phonetime and its shareholders the opportunity for future tax
savings.  The purchase price is comprised of a cash payment of
$202,500 and 1 million common shares of Phonetime.

Established in 1994, Phonetime is a leading supplier of long
distance telecommunications services internationally, on a
wholesale basis, and in Canada to retail consumers.

Modern Digital Communications Inc. is a telecom company based in
Victoria, B.C.


N. JOHN CUNZOLO: Proposed Bankruptcy Counsel Not Disinterested
--------------------------------------------------------------
WestLaw reports that the law firm that a corporate debtor sought
to retain as bankruptcy counsel was not a disinterested person and
held an interest adverse to the bankruptcy estate in light of the
firm's potential conflicts of interest, warranting the denial of
the debtor's application to retain the firm.  The firm had
extensively represented the debtor, its principal and sole
shareholder, and other business interests of the shareholder in
various legal matters for approximately 30 years prepetition.
Moreover, transfers of the debtor's property to or for the benefit
of the shareholder's family members and their affiliates made on
the eve of bankruptcy raised the possibility of avoidance and
other causes of action against the transferees, and the
shareholder, as a codebtor on the debtor's mortgages, was a
potential contingent creditor of the bankruptcy estate.  In re N.
John Cunzolo Associates, Inc., --- B.R. ----, 2010 WL 624315
(Bankr. W.D. Pa.) (Deller, J.).

N. John Cunzolo Associates, Inc., sought chapter 11 protection
(Bankr. W.D. Pa. Case No. 09-27903) on Oct. 27, 2009.  A copy of
the debtor's chapter 11 petition is available at
http://bankrupt.com/misc/pawb09-27903.pdfat no charge.  The case
has converted to a chapter 7 liquidation proceeding.  The debtor
bankruptcy papers disclose few assets and more than $2 million in
debt.


NANCY LANDRETH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Nancy Landreth
          dba Unique Gifts & Promos
        4481 Webb Road
        Chattanooga, TN 37416

Bankruptcy Case No.: 10-11156

Chapter 11 Petition Date: February 28, 2010

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

Judge: John C. Cook

Debtor's Counsel: Richard T. Klingler, Esq.
                  Kennedy, Koontz & Farinash
                  320 N. Holtzclaw Avenue
                  Chattanooga, TN 37404-2305
                  Tel: (423)622-4535
                  Email: rtklingler@kkflawfirm.com

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

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

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

         http://bankrupt.com/misc/tneb10-11156.pdf

The petition was signed by Ms. Landreth.


NATIONAL HOME: Stock Building Bids for Assets
---------------------------------------------
Home Channel News says Stock Building Supply made a bid to acquire
substantially all assets of National Home Centers Inc., which sale
is subject for approval of the U.S. Bankruptcy Court for the
Western District of Arkansas.  The company said it plans to
complete the deal by April 5, 2010.

Based in Springdale, Arizona, National Home Centers provides
materials for the building industry.  The company filed for
Chapter 11 bankruptcy when it failed to reach a deal with its
primary lender CIT Group.  The company is now liquidating its west
Little Rock, Arizona, home center, and phasing out LBM in
Bentonville.  The Company filed for Chapter 11 bankruptcy
protection on December 8, 2009 (Bankr. W.D. Ark. Case No. 09-
76195).  Charles T. Coleman, Esq.; Judy Simmons Henry, Esq.; and
Kimberly Wood Tucker, Esq., at Wright, Lindsey & Jennings assist
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.


Raleigh, North Carolina-based Stock Building Supply --
http://www.stockbuildingsupply.com/-- claims to be a leading
supplier of building materials to professional home builders and
contractors in the United States.  Stock Building and 25 of its
affiliates filed for Chapter 11 protection on May 6, 2009 (Bankr.
D. Del. Lead Case No. 09-11554).  Stock Building Supply completed
its financial restructuring and emerged from Chapter 11 in June
2009.


NEW ERA NURSING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: New Era Nursing & Rehabilitation, LLP
        2800 Post Oak Blvd., Ste. 5800
        Houston, TX 77056

Bankruptcy Case No.: 10-31595

Chapter 11 Petition Date: February 27, 2010

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

Judge: Marvin Isgur

Debtor's Counsel: Samuel L. Milledge, Esq.
                  10333 Northwest Frwy, Ste 202
                  Houston, TX 77092
                  Tel: (713) 812-1409
                  Fax: (713) 812-1418
                  Email: milledge@milledgelawfirm.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 $1,289,326,
and total debts of $3,792,331.

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

The petition was signed by Syed Mohiuddin, manager of the Company.


NEWPAGE CORP: Issues Add'l $70-Mil. of 11.375% Sr. Secured Notes
----------------------------------------------------------------
NewPage Corporation issued an additional $70 million in aggregate
principal amount of 11.375% Senior Secured Notes due 2014 in a
private placement.  These additional notes have substantially the
same terms as the existing $1.7 billion 11.375% Senior Secured
Notes due 2014.

"The transaction was an opportunity to issue debt at a premium to
the market and without underwriting fees.  The net proceeds from
the issuance of the Notes will positively affect our overall
liquidity position and will be used to repay existing borrowings
under the revolver and for general corporate purposes," stated
David J. Prystash, senior vice president and chief financial
officer of NewPage.

The Notes issued by NewPage were not registered under the
Securities Act of 1933, as amended, and may not be offered or
resold in the United States absent registration or an applicable
exemption from registration requirements. This press release does
not constitute an offer to sell, or a solicitation of an offer to
buy, any security.

                    About NewPage Corporation

Headquartered in Miamisburg, Ohio, NewPage Corporation --
http://www.NewPageCorp.com/-- is the largest coated paper
manufacturer in North America, based on production capacity, with
$4.4 billion in net sales for the year ended December 31, 2008.
The company's product portfolio is the broadest in North America
and includes coated freesheet, coated groundwood, supercalendered,
newsprint and specialty papers.  These papers are used for
corporate collateral, commercial printing, magazines, catalogs,
books, coupons, inserts, newspapers, packaging applications and
direct mail advertising.

NewPage owns paper mills in Kentucky, Maine, Maryland, Michigan,
Minnesota, Wisconsin and Nova Scotia, Canada.  These mills have a
total annual production capacity of approximately 4.4 million tons
of paper, including approximately 3.2 million tons of coated
paper, approximately 1.0 million tons of uncoated paper and
approximately 200,000 tons of specialty paper.

As of June 30, 2009, NewPage Holding had $4.141 billion in total
assets; and total current liabilities of $475 million, long-term
debt of $3.145 billion, and other long-term obligations of
$618 million; resulting in $97 million total deficit.

As of June 30, 2009, NewPage Corp. had $4.140 billion in total
assets; and total current liabilities of $475 million, long-term
debt of $2.953 billion, and other long-term obligations of
$618 million; resulting in $94 million total deficit.

As reported by the Troubled Company Reporter on October 7, 2009,
Standard & Poor's Ratings Services raised its corporate credit
rating on NewPage Corp. to 'CCC+' from 'SD' (selective default).
The outlook is negative.

S&P raised the issue-level rating on the company's second-lien
floating- and fixed-rate notes due 2012 to 'CCC-' (two notches
below the corporate credit rating) from 'D'.  The recovery rating
on these notes remains at '6', indicating S&P's expectation of
negligible (0% to 10%) recovery in the event of a payment default.

S&P also raised the issue-level rating on the company's
subordinated notes to 'CCC-' from 'CC'.   The recovery rating is
unchanged at '6', indicating S&P's expectation of negligible (0%
to 10%) recovery in the event of a payment default.


NGTV: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------
Debtor: NGTV, a California corporation
        9944 Santa Monica Boulevard
        Beverly Hills, CA 90212-1607

Bankruptcy Case No.: 10-16897

Chapter 11 Petition Date: February 25, 2010

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

Judge: Samuel L. Bufford

Debtor's Counsel: Sandford Frey, Esq.
                  633 W Fifth St., 51st Fl
                  Los Angeles, CA 90071
                  Tel: (213) 614-1944
                  Email: Sfrey@cmkllp.com

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

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

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

             http://bankrupt.com/misc/cacb10-16897.pdf

The petition was signed by Jay Vir, president of the Company.


NICOLAS MARSCH: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Nicolas Marsch, III
        P.O. Box 1159
        Rancho Santa Fe, CA 92067

Bankruptcy Case No.: 10-02939

Chapter 11 Petition Date: February 25, 2010

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

Judge: Laura S. Taylor

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

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

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

Nicolas Marsch, III's list of 19 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/casb10-02939.pdf

Nicolas Marsch, III's list of 19 Largest Unsecured Creditors:

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

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

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

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

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

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

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

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

US Bank                    Loan/Guaranty          $903,003
PO Box 790179
Saint Louis, MO 63179

Dr. Dale Roabaugh          Business Debt          $375,000
1083 Vine Street, #308
Healdsburg, CA 95448

Bank of America, NA        Loan                   $300,000
PO Box 6650576
Dallas, TX 75266

US Bank Visa               Credit Card            $64,519

Michael H. Riney           Legal Expenses         $50,000

San Diego County           Taxes                  $45,260
Treasurer
Tax Collector

Capital One Bank           Credit Card            $17,836

Lauer, Georgatos &         Accounting Expenses    $17,403
Associates

Oliva & Associates         Legal Expenses         $10,865

Rancho Santa Fe            Home Owners            $9,721
Association                Association

DLA Piper US LLP           Legal Expenses         $5,958
c/o Brian Foster


Colony Properties International LLC's list of 4 largest unsecured
creditors is available for free at:

             http://bankrupt.com/misc/casb10-02937.pdf

Colony Properties International LLC's list of 4 Largest Unsecured
Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
San Diego County           Taxes                  $54,455
Tax Collector

Del Mar Mgmt S. de R.L.    Home Owners            $2,520
de C.V.                    Association

Comision Fed. De           Utilities              $1,289
Electricidad

Franchise Tax Board        Taxes                  $800


The petition was signed by Nicolas Marsch, III.

Debtor-affiliates that filed separate Chapter 11 petitions
February 25, 2009:

(1)   Briarwood Capital, LLC
      Case No: 10-02677
      Estimated Assets: ___________
      Estimated Debts: ____________

(2)   Colony Properties International LLC
      Case No: 10-02937
      Estimated Assets:  $1,000,001 to $10,000,000
      Estimated Debts: $1,000,001 to $10,000,000


NISKA GAS: Moody's Assigns B1 Rating to $800MM Offering
-------------------------------------------------------
Moody's Investors Service makes a correction to debt list.  The
revised release is:

Moody's assigned a B1 rating to Niska Gas Storage's proposed
private offering of $800 million of senior unsecured notes and a
Baa3 rating to its new $400 million senior secured asset-based
revolving credit facility.  At the same time, Moody's affirmed the
company's Ba3 Corporate Family Rating.  The rating outlook is
stable.

The proceeds of the new notes issue will be used to repay existing
term loan (~$593 million) and revolver debt (~$82 million) and to
cover distributions to private equity funds affiliated with
Riverstone Holdings -- Niska's private equity sponsor -- and other
minority equity holders, and transaction fees.  While total debt
will increase by approximately $125 million, and $75 million of
Niska's existing revolving debt will be replaced by longer
maturity debt, the Ba3 rating accommodates this incremental
leverage.  The rating also factors in additional borrowings under
the revolver that will be required to support the contango
arbitrage business, but which will be mostly backed by purchased
natural gas inventory.  The CFR also assumes that Niska will
convert to a Master Limited Partnership concurrent with an Initial
Public Offering and will raise approximately $300 million to
$400 million of equity.  Equity proceeds will be primarily used to
repay revolver borrowings, which will be made to fund a
distribution to equity holders, and to fund future capex.

Niska will have essentially the same debt burden at closing as it
had at the end of the 2007 fiscal year, but will have greater cash
flow support from expanded current storage capacity.  Storage
capacity has grown from 144 Bcf in 2006 to 186 Bcf, and is
expected to grow to 212.5 Bcf over the next two years.  Overall
debt service cost will increase however, due to higher interest
rates associated with the new notes.

The company's high quality and strategically located assets,
underlying contracted core revenue and earnings base, and
increased borrowing capacity and less stringent financial
covenants under the new revolver are solid supports for the
ratings.  Following its conversion to a publicly-traded MLP, the
company will also have access to equity markets.

However, the MLP business model requires ongoing high cash payouts
and places greater emphasis on growth.  This increases liquidity
risk and reliance on external financing and leaves little room for
market disruption.  Niska as a new player in the MLP space,
therefore, will need to carefully manage its distributions against
growth capex and debt maturities.  Although Niska's annual
maintenance capex needs are nominal, and Niska is positioned to
fund most of its capacity expansions in 2010 and 2011 from
residual cash remaining from the notes and equity issuances,
expansionary capital beyond 2011 will likely have to be sourced
from external sources, which could lead to higher leverage and
pressure the rating.

Niska's Ba3 CFR is negatively impacted by the inherent volatility
in seasonal and cyclical demand for natural gas storage and the
resultant variability in a portion of its revenue; the heavy
reliance on its riskier merchant energy arbitrage business; and
the capital requirements and execution risk of its expansion
projects.  The rating is also restrained by highly variable
working capital requirements and revenues related to the company's
merchant energy and proprietary contango arbitrage business; the
limited ability of depleted reservoir storage systems (versus salt
dome storage) to augment earnings by meeting sharp surges in
withdrawal demand; and the less frequent ability of depleted
reservoir storage to turn over its storage per year (roughly 2x)
versus salt dome storage (6x to 12x); and the re-contracting risk
of Niska's storage contracts.

The stable outlook reflects Niska's contracted term-storage
business that provides revenue certainty, substantial storage
capacity, and robust demand for natural gas storage in North
America.

Niska has adequate liquidity.  Cash on hand combined with
internally generated cash flow should be sufficient to cover
interest payments, capital expenditures and distributions in 2010.
At December 31, 2009, proforma for the closing of the notes issue,
Niska would have no amounts drawn under the new $400 million
borrowing-base revolving credit facility.  Given that Niska
primarily uses its borrowing base revolving credit facility to
fund margin calls and cover contango inventory purchases, revolver
borrowings can be volatile, and would increase significantly if
Niska were to expand its trading and optimization operation or if
natural gas prices rose sharply.  The company may also need to
rely on the revolver to cover growth capex or shareholder
distributions if operating performance falls short of
expectations.

Assignments:

Issuer: AECO Gas Storage Partnership

  -- Senior Secured Bank Credit Facility, Assigned 07 - LGD1 to
     Baa3

Issuer: Niska Gas Storage US, LLC

  -- Senior Secured Bank Credit Facility, Assigned 07 - LGD1 to
     Baa3

  -- Senior Unsecured Regular Bond/Debenture, Assigned 63 - LGD4
     to B1

The last rating action on Niska was in April, 2006 when Moody's
first rated the company and assigned a Ba3 CFR.

Headquartered in Calgary, Alberta, with assets in Alberta,
California and Oklahoma, Niska Gas Storage is the largest
independent owner and operator of natural gas storage assets in
North America.


NOWAUTO GROUP: Posts $522,668 Net Loss in Q2 ended December 31
--------------------------------------------------------------
NowAuto Group, Inc., reported revenue of $1.48 million and a net
loss of $522,668 for the three months ended December 31, 2009,
versus revenue of approximately $1.36 million and a net loss of
$547,214 in the same period of the prior year.  During the quarter
ended December 31, 2009, gross margin improved to 54.0% due to
sale of higher margin vehicles and increased interest income.

The Company's gross profit as a percentage of sales during the
quarter ending December 31, 2009, was 54.0% vs. 37.8% for the
quarter ended December 31, 2008.

Total operating expenses were 71.9% of total revenues for the
quarter ended December 31, 2009, versus 61.7% for the quarter
ended December 31, 2008.  Most of the change is due to increased
labor cost including increased staff as well as health insurance
and professional fees.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed $4.53 million in total assets, and $12.01 million in total
liabilities, resulting in a $4.78 million shareholders' deficit.

A full-text copy of the Company's quarterly report is available at
no charge at http://researcharchives.com/t/s?55b2

                       Going Concern Doubt

The Company sustained a material loss in the year ended June 30,
2005.  This loss continued through June 30, 2009.  "This raises
substantial doubt about our ability to continue as a going
concern."

Since that initial loss, great efforts have been made to improve
the Company's profitability.  Margins on cars sold have increased.
Costs, especially overhead, have been reduced.  Head count is kept
to a minimum.  Accountability has been greatly enhanced by
development of qualified Accounting staff and the implementation
of an enterprise-wide and fully integrated software system.  The
Company has been and continues to develop the financing function
whose focus includes, but is not limited to improved stability
scoring and credit approval process, improvement of the total
portfolio aging, and reduction of account losses.  On the date of
this report, the corporate office and Service Department relocated
to the same facility.  This new facility greatly enhances the
Service Department's efficiency and capacity and gives upper
management closer oversight of operations.

                       About NowAuto Group

Based in Phoenix Ariz., NowAuto Group, Inc. (NAUG:BB and NWAU.PK)
-- http://www.nowauto.com/-- operates three buy-here-pay-here
used vehicle dealerships in Arizona.  The Company manages all of
its installment finance contracts and purchases installment
finance contracts from a select number of other independent used
vehicle dealerships.


OFFICE DEPOT: S&P Affirms Corporate Credit Rating at 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Boca Raton, Florida-based Office Depot
Inc. and revised the outlook to stable from negative.

At the same time, S&P affirmed the 'B-' issue rating on the
company's $400 million 6.25% senior unsecured notes due 2013.  The
recovery rating on the notes remains '5', indicating that lenders
can expect modest (10%-30%) recovery in the event of a payment
default or bankruptcy.  As of Dec. 26, 2009, Office Depot has
approximately $722.5 million debt outstanding.

"The outlook revision to stable from negative reflects better-
than-expected profitability on meaningful cost reductions, credit
measure improvement, and adequate liquidity, despite difficult
economic conditions," said Standard & Poor's credit analyst Jerry
Phelan.


ORION REFINING: Syracuse Gets $156K for Converted Property
----------------------------------------------------------
WestLaw reports that under Louisiana law, a Chapter 11 debtor, as
the prepetition operator of a crude oil refinery, converted the
property of a buyer of scrap, equipment, and other surplus
material at the refinery.  The debtor refused to allow the buyer
possession of the surplus material after the parties' contract
expired and prevented the buyer from removing the remaining
surplus material from the refinery.  In re Orion Refining Corp., -
-- B.R. ----, 2010 WL 489542 (Bankr. D. Del.) (Walrath, J.).

Michael G. Syracuse d/b/a Interstate Supply Company and Texas ICO,
Inc., sued (Bankr. D. Del. Adv. Pro. 03-53939) Orion Refining
Corporation seeking damages in excess of $3 million for Orion's
conversion of Syracuse's property.  Orion asserted a breach of
contract counterclaim.  After trial and briefing, the Honorable
Mary F. Walrath concludes that Mr. Syracuse is entitled to
judgment against Orion for $156,342.87 representing the value of
the property converted.  Although the Court finds that Mr.
Syracuse breached the parties' contract, Orion failed to prove any
damages for that breach.  Accordingly, the Court will direct that
Orion pay Mr. Syracuse $156,342.87 plus pre- and post-judgment
interest from the escrow established by a June 26, 2003, Order and
that the balance of a $1.5 million escrow be paid to Orion.

Under Louisiana law, "conversion" is any "act in derogation of the
plaintiff's possessory rights, and any wrongful exercise or
assumption of authority over another's goods, depriving him of the
possession, permanently or for an indefinite time."

Orion Refining Corporation filed for Chapter 11 protection (Bankr.
D. Del. Case No. 03-11483) on May 13, 2003.  The Debtors' lawyers
are Thomas W. Briggs, Esq., and Gregory W. Werkheiser, Esq., at
Morris Nichols Arsht & Tunnell in Wilmington, and Victoria Watson
Counihan, Esq., at Greenberg Traurig, LLP, in Wilmington.
Shortly after the bankruptcy filing, Orion filed a motion for
bid procedures and authority to sell the Refinery and all related
assets to Valero Energy Corporation and Valero Refining-New
Orleans, LLC.

Mr. Syracuse objected to that the to the extent it included
Surplus Material that he claimed he owned.  The objection was
resolved and the Court permitted the sale to proceed, subject to
Orion placing $1.5 million of the sale proceeds in an interest-
bearing escrow pending a determination of Mr. Syracuse's claim.


ORLEANS HOMEBUILDERS: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------------
Orleans Homebuilders, Inc., has filed voluntary petitions under
Chapter 11 of the U.S. Bankruptcy Code for itself and most of its
operating subsidiaries in the U.S. Bankruptcy Court for the
District of Delaware in Wilmington.  Some of the Company's
subsidiaries are excluded from the voluntary petitions, including
its mortgage services subsidiary, Alambry Funding, Inc., which
provides mortgage brokerage services for customers and financial
institutions but which does not underwrite any customer mortgages.

The voluntary petitions result from the final maturity of the
Company's $350 million senior secured Second Amended Restated
Revolving Credit Loan Agreement (as amended, the "Credit
Facility") on February 12, 2010, and the inability to reach
agreement on an extension of the Credit Facility with 100% of the
approximately 17-member bank group, or obtain a replacement of the
Credit Facility.  There is currently approximately $311 million of
cash borrowings outstanding under the Credit Facility, excluding
any letters of credit.

The Company also announced that it has reached agreement with
certain of its lenders for up to $40 million of debtor-in-
possession (DIP) financing, pending Court approval and
syndication.  The new financing consists of up to $25 million in
cash revolving borrowing availability and up to $15 million of
availability for replacement letters of credit under the Credit
Facility (the "DIP Revolving Facility").

All of the Company's 11 operating divisions in eight states will
continue business in the ordinary course and without interruption.
The Company has filed motions requesting immediate Court approval
for the continuation of all home warranty and mortgage incentive
programs and to preserve all pre-petition escrowed customer
deposits on contracted homes.  The Company believes all existing
customer deposits are protected in segregated escrow accounts and
are not affected by today's filing.  Building will now continue on
homes under construction in all communities, as well as the
closing of certain home deliveries temporarily postponed in the
past two weeks.

According to Jeffrey P. Orleans, chairman, president and chief
executive officer, "We have done everything we could to generate
cash flow and to reduce operating expenses in light of falling
home prices and reduced housing demand, yet still provide a high
level of service to our many customers.  We reduced our bank debt
by approximately 40%, from $513 million at January 1, 2007, to
approximately $311 million as of March 1, 2010.

"During this protracted downturn, most of our lenders, junior
creditors and vendors had been supportive of the Company.  In
early December 2009, we approved a non-binding term sheet for a
maturity extension of the Credit Facility; in mid-December 2009,
the Company and 100% of the bank group extended the maturity of
the Credit Facility to February 12, 2010.  During this period of
time, we executed a non-binding letter of intent relating to the
sale of the Company.  However, the lenders could not achieve 100%
lender approval of the documentation for a maturity extension or
any other modification beyond February 12, 2010.  The Credit
Facility then matured, and we could not complete the sale.  We
intend to continue to pursue a sale of the Company through a
negotiated sale, a plan of reorganization or other auction under
Chapter 11.  We want to reassure our many current and future
homebuyers that we will seek to continue to service their needs
during this period.  We appreciate the support of our many loyal
vendors, customers and employees."

The Company has filed first-day motions asking the Court to
approve, among other things, payment of employee wage and benefit
charges that were incurred before the petitions were filed, future
employee wages and benefits, incurred commissions, the
continuation of certain customer sales incentive programs, and the
continued use of cash collateral and existing cash management
systems.

Although Chapter 11 law prohibits payments for any invoices that
were outstanding at the time of the filing without prior Court
approval, it does provide greater protection to those providers of
goods and services who conduct business with the Company from this
point forward.  The Company has also filed a motion to honor
prepetition claims for certain critical vendors whose goods and
services are deemed essential to operations.

"We regret the hardship that this filing will have on many of our
trade suppliers.  We are arranging new financing that should be
available almost immediately, pending Court approval and
syndication," stated Mr. Orleans.  "We expect these new funds will
be sufficient to support our operations while we are under Court
jurisdiction."

Mr. Orleans went on to describe the challenges of the past three
years: "Since the latter part of fiscal 2006, we and the entire
housing and financial services industries have faced unprecedented
challenges.  The U.S. economy is in the worst recession since the
Great Depression, consumer confidence remains weak, and national
housing starts are at or near all-time lows.  From the fiscal year
2006 to fiscal year 2009, our residential revenue decreased by
two-thirds, from just under $1 billion to approximately
$322 million.  Now, the housing market appears to have either
stabilized or slightly improved, albeit at historically low
levels.  Our net new orders have increased by more than 40% in
each of the last two quarters on a year-over-year basis, and our
backlog has now been relatively stable between June 30, 2009 and
December 31, 2009."

Mr. Orleans added: "We achieved good progress on our key
objectives for liquidity/cash flow, capital structure, balance
sheet/portfolio review and cost structure.  Since January 1, 2007,
we reduced our total net debt by approximately 30%, and since
June 30, 2006, we reduced our spec homes by approximately 75%;
total lots by 66% and staff headcount by approximately 70%.  We
have creatively refocused our land portfolio in December 2007, and
also exited certain markets.  Despite the Company's high debt
leverage, we were cash flow positive in eight of the past 12
fiscal quarters, and cash flow neutral in two others.  Since
January 1, 2007, we also repaid more than $200 million under the
bank facility, or approximately 40% of the total outstanding loan
balance, including cash bank repayment of over $21 million in
approximately the last six months."

In light of the negotiations with the banks during the fall of
2009 on the Credit Facility maturity extension, the Company did
not pay approximately $1.5 million of subordinated note interest
for the  quarterly coupons scheduled between September 30, 2009
and January 30, 2010, on its two subordinated notes indentures,
which amounts were intended to be paid by the Company upon the
completion of the non-binding maturity extension term sheet the
Company agreed to with certain lenders on December 3, 2009.  Prior
to the final maturity of the credit facility, the Company did not
miss any interest payment on its bank debt.

According to Garry P. Herdler, executive vice president and chief
financial officer, "We believe our banks and trust preferred
holders had shown support to the Company in the past, as evidenced
by the completion of two syndicated bank maturity extensions in
September 2007 and September 2008, plus numerous other bank
amendments, including the temporary maturity extension from
December 18, 2009 through February 12, 2010.  Two and a half years
ago, we completed a trust preferred security amendment, and in
August 2009, we completed a debt exchange agreement for 100% of
the $75 million of subordinated notes which included a reduced 1%
interest coupon for five years ($39 million of future interest
savings), and a unique significantly below par redemption option
at approximately 30% of par."

The Company has also significantly reduced its lot count, spec
homes, overhead and headcount during this extended downturn.  As
of June 30, 2009, the Company owned or controlled approximately
5,673 building lots, which included approximately 1,003 building
lots controlled through option contracts, which represents a 66%
decrease in total owned and controlled lots and a 43% decrease in
owned lots since fiscal 2006.  Approximately 90% of the Company's
lot inventory is in the Company's Northern and Southern regions.
From September 30, 2006 to December 31, 2009, the Company
decreased its speculative home inventory by over three quarters.
From June 30, 2006 to June 30, 2009, the Company reduced its
general and administrative expenses by more than 50%.  From
June 30, 2006 to March 1, 2010, the Company has decreased its
total employee headcount by 69%, from approximately 990 employees
to approximately 300 employees.

As previously indicated, in early December 2009, the Company
approved a non-binding term sheet for a maturity extension of the
Credit Facility; in mid-December 2009, the Company and 100% of the
bank group extended the maturity of the Credit Facility to
February 12, 2010.  However, the lenders could not achieve 100%
lender approval of the documentation for a maturity extension or
any other modification beyond that date, and the Credit Facility
then matured.

On February 1, 2010, Orleans also announced that in addition to
its efforts to extend the Credit Facility or obtain alternative
financing, it was continuing to pursue other strategic
alternatives including the sale or recapitalization of the
Company, and that it had presented potential transaction
alternatives to its lending group.  Recently, the Company executed
a non-binding letter of intent relating to the sale of the
Company; however, the Company was unable to complete the sale
prior to the Chapter 11 filing.  The Company intends to continue
to pursue a sale of the Company through a negotiated sale, plan of
reorganization or other auction under the Chapter 11 code.

Orleans Homebuilders is being advised by its restructuring
financial advisor on the Credit Facility and now on the
bankruptcy, FTI Consulting, Inc., and by its legal counsel, Cahill
Gordon & Reindel LLP.  For its ongoing strategic alternatives,
including the sale or recapitalization of the Company, Orleans has
previously engaged its mergers and acquisitions investment banker,
BMO Capital Markets Corp. and its homebuilding mergers and
acquisitions consultant, Lieutenant Island Partners LLC, who are
each anticipated to continue with the ongoing sale of the Company
and other strategic alternatives during the Chapter 11 period.

As of December 31, 2009, the Company had total assets of
approximately $440.0 million and total liabilities of
approximately $498.8 million.  Orleans had total debt of
approximately $419.1 million, net debt of approximately
$407.4 million, accounts payables (consisting mostly of trade
debt) of approximately $40.2 million, and other accrued
liabilities of $19.3 million.  Accounts payables (consisting
mostly of trade debt) at the time of the filing were approximately
$40.1 million.  As the attention of the Company's senior
management has been focused on matters relating to its Credit
Facility and other strategic alternatives, the Company has not yet
been able to adequately review the inventory impairment charges to
be recorded for either the fiscal quarter ending on September 30,
2009, or on December 31, 2009.

The Company is providing information about the reorganization at
http://www.orleanshomesreorg.com/. For the next few days, a call
center will be open from 8:00 a.m. to 6:00 p.m., Eastern Standard
Time, at (888) 215-0315.

                    About Orleans Homebuilders

Orleans Homebuilders, Inc., develops, builds and markets high-
quality single-family homes, townhouses and condominiums.  From
its headquarters in suburban Philadelphia, the Company serves a
broad customer base including first-time, move-up, luxury, empty-
nester and active adult homebuyers.  The Company currently
operates in these 11 distinct markets: Southeastern Pennsylvania;
Central and Southern New Jersey; Orange County, New York;
Charlotte, Raleigh and Greensboro, North Carolina; Richmond and
Tidewater, Virginia; Chicago, Illinois; and Orlando, Florida.  The
Company's Charlotte, North Carolina operations also include
adjacent counties in South Carolina.  Orleans Homebuilders employs
approximately 300 people.

                      Total Debt and Net Debt

The Company defines "net debt" as total mortgage and other note
obligations plus subordinated notes less the aggregate of cash and
cash equivalents, marketable securities, restricted cash -- due
from title companies, but excluding restricted cash -- customer
deposits.  Including the approximately $1.8 million non-cash
impact of the below par optional redemption feature under the TPS
exchange agreement executed on August 3, 2009, the Company's net
debt as of December 31, 2009, June 30, 2009 and December 31, 2009
was approximately as follows:

In millions             December 31,     June 30,     December 31,
                            2006          2009           2009
Mortgage and Other
Note Obligations         $513.0          $333.0        $312.0
Subordinated Notes         105.0           105.0         107.1
Subtotal - Total Debt     $618.0          $438.0        $419.1
Less: Cash and
Cash Equivalents           25.0             8.1          10.5
Less: Marketable
Securities                  0.0             6.3           0.0
Less: Restricted Cash -
Due from Title Companies    9.1             4.4           1.2
Net Debt                  $583.9          $419.2        $407.4

With the passing of this five year tax loss carry back provision,
the Company filed a federal income tax return on December 18,
2009, which would entitle it to receive a federal income tax
refund in late first quarter or early second quarter of calendar
2010 of approximately $18 million.  In addition, upon the receipt
of the proceeds of this income tax refund, the Company currently
anticipates amending its income tax return to increase the federal
tax refund by approximately $4 million.  However, there can be no
assurance as to the amount or timing of receipt of any such
refund.  Furthermore, under the terms of the Credit Facility,
Wachovia Bank, National Association, as agent under the Credit
Facility, has a security interest in any such tax refund and any
such refund may be paid directly to Wachovia.

At December 31, 2006, approximately $513.0 million of cash
borrowings and approximately $40.7 million of letters of credit
and other assurances were outstanding under the $650 million
Credit Facility.  As of February 26, 2010, approximately
$311.0 million of cash borrowings, excluding approximately
$15 million of letters of credit and other assurances were
outstanding under the $350 million Credit Facility which either
had been or would likely be drawn prior to the letter of credit
maturity date of February 27, 2010.  In addition, there is
approximately $15.1 million in additional loan fees earned
pursuant to the Company's $350 million Second Amended and Restated
Revolving Credit Loan Credit Agreement that were due upon
maturity.


P. & E. MACHINE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: P. & E. Machine Co., Inc.
        2003 Lane Street
        Kannapolis, NC 28083

Bankruptcy Case No.: 10-30501

Chapter 11 Petition Date: February 26, 2010

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

Judge: George R. Hodges

Debtor's Counsel: James H. Henderson, Esq.
                  1201 Harding Place
                  Charlotte, NC 28204-2248
                  Tel: (704) 333-3444
                  Fax: (704) 333-5003
                  Email: henderson@title11.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/ncwb10-30501.pdf

The petition was signed by Derek A. Eudy, president the Company.


PATRICK WAYNE NEAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor:  Patrick Wayne Neal
            aka Patrick W. Neal
            aka Patrick Neal
          3040 W. Ruby Hill Drive
          Pleasanton, CA 94566

Bankruptcy Case No.: 10-42153

Chapter 11 Petition Date: February 26, 2010

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Debtor's Counsel: Guy A. Odom, Jr., Esq.
                  Law Offices of Guy A. Odom Jr.
                  800 W El Camino Real #180
                  Mountain View, CA 94040
                  Tel: (650) 965-4400
                  Email: odomlawoffices@aol.com

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

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

The petition was signed by Mr. Neal.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Capital One                Credit Card Visa       $980

Capital One                Credit Card Visa       $600

Chase                      Residence Addl:        $1,400,000
PO Box 2445                additional residence   ($825,000
Chatsworth, CA 91313       and wife's primary     secured)
                           residence
                           Location: 5305 River
                           Point, Discovery Bay,
                           CA

Chase                      3400 West Ruby         $254,240
PO Box 2445                Hill Drive,            ($8,000,000
Chatsworth, CA 91313       Pleasanton, CA         secured)
                                                  ($9,860,000
                                                  senior lien)

Chase                      5621 starboard dr      $209,000
PO Box 2445                discovery bay, ca      ($600,000
Chatsworth, CA 91313       94514 sold short sale  secured)
                           sale 10/09             ($700,000
                                                  senior lien)

Chase                      Other Loan line of     $100,000
                           credit

Donald R. White,           Property Tax           $43,000
Alameda County             property tax 1181
                           germanoway

Homecomings Financial      5621 starboard dr      $700,000
PO Box 78426               Discovery Bay, CA      ($600,000
Phoenix, AZ 85062          94514 sold short sale  secured)
                           10/09

Kurt and Beth Thompson     Residence: Primary     $300,000
1225 Lozano Court          Residence              ($8,000,000
Pleasanton, CA 94566       Location: 3040 West    secured)
                           Ruby Hill Drive,       ($9,560,000
                           Pleasanton, CA         senior lien)

Palm Canyon Resort and     Other Bill             $600
Spa                        timeshare dues

Patelco Credit Union       Fun Vehicle: 2005      $7,000
                           seadoo jet ski         ($4,900
                           110 hrs                secured)

Patelco Credit Union       Fun Vehicle: 2004      $6,000
                           seadoo jet ski         ($5,300
                           101 hrs                secured)

Patelco Credit Union       Personal Loan-         $9,870
                           line of credit

PG&E                       Utility Bill at 3040   $9,000
                           west ruby hill drive

PG&E                       Utility Bill at 5305   $4,400
                           river point

PG&E                       Utility Bill pge bill  $3,359
c/o North Shore Agency     collection but send
                           payment to pge directly

US Airways mastercard      Credit Card mastercard $7,962

Washington Mutual Bank     Residence: Primary     $4,460,000
FA                         Residence              ($8,000,000
PO Box 78148               Location: 3040 West    secured)
Phoenix, AZ 85062-8148     Ruby Hill Drive,       ($5,100,000
                           Pleasanton, CA         senior lien)

Washingotn Mutual Bank,    Residence Addl:        $52,575
FA                         additional residence   ($825,000
PO Box 78148               and wife's primary     secured)
Phoenix, AZ 85062-8148     residence              ($1,400,000
                           Location: 5305 River   senior lien)
                           Point, Discovery Bay,
                           CA

Wells Fargo Financial      Auto: 2006 bmw 7        $48,000
                           series 750li sedan      ($33,000
                           4-door                  secured)


PIONEER DRILLING: S&P Assigns 'B' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Pioneer Drilling Co. The outlook is stable.

At the same time, S&P assigned a 'B' senior unsecured debt rating
(the same as the corporate credit rating) and '4' recovery rating
to the company's planned $250 million senior note issuance due
2018.  The '4' recovery rating indicates the expectation of
average (30% to 50%) recovery in the event of default.

Pioneer plans to issue $250 million of senior unsecured notes due
2018 to pay down existing indebtedness under its revolving credit
facility.  S&P expects approximately $270 million of funded debt
to be outstanding at the closing of the transaction.

"The ratings on Pioneer reflect the company's participation in a
highly competitive, cyclical industry; its relative small scale
and scope of operations; meaningful levels of capital investment
necessary to upgrade its drilling rig fleet; and a challenging
industry environment," said Standard & Poor's credit analyst
Lawrence Wilkinson.  The ratings also are based on the company's
historically conservative financial profile and efforts to
diversify its revenue base.

San Antonio, Texas-based Pioneer provides contract drilling and
oilfield services to exploration and production (E&P) companies
primarily in the U.S. with some exposure to the Republic of
Columbia.  Through its drilling services division, the company is
the ninth-largest contract driller in the U.S., operating 71
onshore drilling rigs.  This segment has accounted for roughly
two-thirds of consolidated revenues and gross profit over the last
two years.

The company's production services division provides wireline units
and fishing and rental tool services.  S&P view these businesses
as slightly less volatile.

Over the near term, S&P expects Pioneer's key credit measures and
liquidity to be within levels consistent with the rating.  S&P
anticipate that Pioneer's leverage will reach the mid-4x area
during the first half of 2010.  Given the company's aggressive
capital spending plans, S&P anticipate that debt levels will
likely remain at current levels and that credit measures will
improve when earnings increase.

S&P would consider a negative rating action if the covenant
cushion under the company's revolving credit facility were to
erode materially from currently anticipated levels or if the
company demonstrates a more aggressive financial policy.  S&P
considers a positive rating action unlikely in the near term,
given Pioneer's competitive positioning and the challenging
economic environment.


PLANET ORGANIC: Sells Sangster's Division to Reduce Debt
--------------------------------------------------------
Co-CEO Darren Krissie said that Planet Organic Health Corp.
concluded the sale of its Sangster's division, subject to
customary post closing adjustments.  The sale proceeds will be
used to reduce debt.

The Company said in November that it was reviewing all strategic
options available to reduce corporate debt.

Shareholders are reminded that the Company is currently operating
in default under its credit facilities and accordingly the lenders
have the legal right to demand repayment of all indebtedness and
enforce their security over all of the Corporation's assets.  To
date, the Company has not been successful in arranging financing
from other sources to meet its debt obligations to the lenders.
The Company is reviewing all financing options in order to
eliminate its aggregate debt load.

                    About Planet Organic

Planet Organic Health Corp. /quotes/comstock/11v!poh (CA:POH 0.20,
0.00, 0.00%) is a natural products industry company, comprising
manufacturing and retail. Planet is listed on the TSX Venture
Exchange as a Tier One company. Planet operates nine natural food
supermarkets throughout Canada under the Planet Organic Market
banner and eleven natural food supermarkets in the U.S. under the
Mrs Green's Natural Markets banner. Another Planet Organic
company, Trophic Canada is the country's leading manufacturer of
natural supplements. The Company has a total of 9 stores
throughout Canada and 11 in the U.S.

TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this
release.


PLATTE RIVER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Platte River Industries, Inc.
          dba Rocky Pop, Inc.
        4775 Paris Street, Unit I
        Denver, CO 80239

Bankruptcy Case No.: 10-13722

Chapter 11 Petition Date: February 25, 2010

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

Judge: Michael E. Romero

Debtor's Counsel: Benjamin H. Shloss, Esq.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  Fax: (303) 832-1510
                  Email: bhs@kutnerlaw.com

Estimated Assets: Not Stated

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

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

             http://bankrupt.com/misc/cob10-13722.pdf

The petition was signed by Robert P. Smith, president of the
company.


PRM REALTY: Files Schedules of Assets and Liabilities
-----------------------------------------------------
PRM Realty Group, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Texas its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                  $270,000
  B. Personal Property           $29,575,818
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                                  $278,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $277,134
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $225,214,195
                                 -----------      -----------
        TOTAL                    $29,845,818     $225,769,329

Chicago, Illinois-based PRM Realty Group, LLC, filed for Chapter
11 bankruptcy protection on January 6, 2010 (Bankr. N.D. Tex. Case
No. 10-30241).  The Company's affiliates -- Peter R. Morris; Bon
Secour Partners, LLC; PM Transportation, LLC; Rangeline
Properties, LLC; PRS II, LLC; and Morris Radio Enterprises, LLC --
filed separate Chapter 11 bankruptcy petitions.  Gerrit M.
Pronske, Esq., at Pronske & Patel, P.C., assists PRM Realty in its
bankruptcy effort.  PRM Realty listed $100,000,001 to $500,000,000
in assets and $100,000,001 to $500,000,000 in liabilities.


PRODUCTION RESOURCE: S&P Gives Stable Outlook; Affirms 'B-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Production Resource Group LLC to stable from negative.  Ratings on
the company, including the 'B-' corporate credit rating, were
affirmed.

"The rating action reflects PRG's increased margin of compliance
with financial covenants," explained Standard & Poor's credit
analyst Tulip Lim.  "The company widened its cushion of compliance
through an amendment to its credit agreement and an acquisition
financed with equity."

The 'B-' rating reflects PRG's high debt leverage, fragmented and
competitive end markets, high capital expenditure requirements for
growth, and limited liquidity.  New Windsor, N.Y.-based PRG is a
provider of lighting, audio, video, and scenic equipment and
related services for live events and theatrical productions, with
locations around the world.

The company is exposed to the unpredictable nature of the concert
tour business, economic cyclicality, short average runs of
musicals and plays, and pricing pressure.  Based on preliminary
unaudited year-end financials, revenue and EBITDA decreased 14%
and roughly 10%, respectively, for the year ended Dec. 31, 2009.
The weak economy has negatively affected revenue from corporate
events, automotive shows, installations, and the distribution
businesses.  S&P believes that the struggling economy could
continue to pressure the company's top line, and that cost-
containment efforts may not fully offset this pressure.

In S&P's view, PRG will likely continue to be very acquisitive.
The company is using its existing business to become a
consolidator.  Recent acquisitions have all been done with
preferred equity that does not pay a cash dividend.  Between July
and December 2008, PRG made three acquisitions in different
production niches, financing cash costs of roughly $31 million
(excluding assumption of minimal capital leases) with equity.  In
December 2009, the company received an $85 million capital
contribution from the Resolute Fund, which it used to pay down
debt and to purchase PROCON.  PROCON is an entertainment
technology company based in Europe.  PRG also assumed some capital
leases from PROCON.

Pro forma for acquisitions, lease-adjusted leverage was 4.9x for
the year ended Dec. 31, 2009.  Unadjusted interest coverage was
5.3x.  The company continued to run a discretionary cash flow
deficit for the period, and S&P is concerned that this trend could
continue.


PROVISION HOLDING: Posts $1.03-Mil. Net Loss in Q2 Ended Dec. 31
----------------------------------------------------------------
Provision Holding, Inc. reported a net loss of $1,028,553 on
revenues of $80,995 for the three months ended December 31, 2009,
compared to a net loss of $796,193 on revenues of $219,320 for the
same period ended December 31, 2008.

For the six months ended December 31, 2009, the Company had a
revenues of $135,459 and a net loss of $2,120,778, compared to
revenues of $342,117 and a net loss of $1,450,976 for the same
period of the prior year.

At December 31, 2009, the Company's consolidated balance sheets
showed $1,177,429 in total assets and $4,437,147 in total
liabilities, resulting in a $3,259,718 shareholders' deficit.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $597,583 in total current
assets available to pay $4,358,571 in total current liabilties.

A full-text copy of the Company's quarterly report is available at
no charge at http://researcharchives.com/t/s?55b4

                       Going Concern Doubt

The Company has incurred a loss of $2,120,778 for the six months
ended December 31, 2009, and has negative working capital of
approximately $3,800,000.  "These matters raise substantial doubt
about the Company's ability to continue as a going concern."

                     About Provision Holding

Based in Chatsworth, Calif., Provision Holding, Inc. is focused on
the development and distribution of the Company's three-
dimensional, holographic interactive displays.  The Company is
also developing and marketing several new point-of-purchase, and
other devices, tailored to specific industries that are currently
in Pilot Programs with major international companies or readying
to begin shortly; including the medical, entertainment, government
and home markets.  In addition to selling the hardware for the
Company's patented three-dimensional, holographic interactive
video displays, the Company is building its business into a
digital media company offering advertising on a network of its 3D
holographic video displays.


QCA HEALTH: A.M. Best Affirms FSR of 'B'
----------------------------------------
A.M. Best Co. has revised the outlook to stable from positive and
affirmed the financial strength ratings of B (Fair) and issuer
credit rating of "bb+" of QCA Health Plan, Inc. (QCA) (Little
Rock, AR).

The ratings reflect QCA's adequate level of both absolute and
risk-adjusted capitalization, which are currently sufficient to
support its business and investment risk.  The ratings also
consider the favorable operating results reported through third
quarter 2009, and QCA's recently implemented initiatives for
continued business and market share growth within Arkansas through
product and market segment diversification.  Management believes
this strategy was supported by the acquisition of Community Bank
Life and Health Insurance Company (renamed QualChoice Life and
Health Insurance Company, Inc.) in 2009 and its plan to diversify
via this entity into the traditional major medical and preferred
provider organization markets.

The revised outlook is driven by several factors, including QCA's
significant premium expansion in its core health maintenance
organizations and point of service products in 2008 and 2009,
which has outpaced capital growth, as well as A.M. Best's concern
about how QCA will perform in these new expansion segments, which
are currently dominated by several established competitors with
well developed networks in Arkansas.  While QCA's provider network
is comparable to its competitors, A.M. Best remains concerned
about the absence of a proven track record in these new products
and the potential impact that excessive growth may have on the
company's capital structure in the medium term.

These factors could be somewhat mitigated by support from QCA's
two primary parents, QualChoice of Arkansas, Inc. and The Trizetto
Group (which recently increased its ownership position).  However,
A.M. Best has not seen explicit or implicit signs of capital
support in recent years.  Additionally, the quality of QCA's
capital structure and future access to capital are of concern.
A.M. Best will continue to monitor QCA's capitalization, sales and
marketing initiatives, as well as the financial impact on the new
subsidiary as the strategy evolves.


RAINBOWS UNITED: Board Selects Deb Voth as President
----------------------------------------------------
The board of directors has named chief operating officer Deb Voth
as president of Rainbows United Inc., says Josh Heck at Wichita
Business Journal.

Headquartered in Wichita, Kansas, Rainbows United, Inc. --
http://www.rainbowsunited.org/-- is a Wichita nonprofit agency
that serves children with special needs and their families.
Rainbows United serves more than 2,600 children aged birth through
5, including more than 2,300 with special needs.  The
organization, which has 435 full- and part- time employees, serves
primarily Sedgwick and Butler counties.

Rainbows United filed for Chapter 11 bankruptcy protection on
July 30, 2009 (Bankr. D. Kan. Case No. 09-12457).  Edward J.
Nazar, Esq., at Redmond & Nazar, L.L.P., assists the Company in
its restructuring efforts.  In its petition, the Debtor listed
$10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000
in debts.


RAINIER PACIFIC: Holding Co. May Liquidate Under Chapter 7
----------------------------------------------------------
Rainier Pacific Financial Group, the bank holding company for
Rainier Pacific Bank, said that it might pursue a liquidation
under Chapter 7 of the Bankruptcy Code.

On February 26, 2010, Rainier Pacific Bank, the wholly-owned
subsidiary of the Company, was closed by the State of Washington,
Department of Financial Institutions, Division of Banks.  The
Federal Deposit Insurance Corporation was appointed as receiver of
the Bank.

Concurrent with the closure of the Bank, all of the directors of
Rainier Pacific Bank resigned from its board.

The Company's shares of Rainier Pacific Bank were its principal
asset, and as a result of the Bank's closure, the Company will
either be dissolved and liquidated by its board of directors or
file a Chapter 7 bankruptcy proceeding for liquidation.

Any questions should be directed to:

   Jonathan W. Blado, Esq., 253-272-2997
   Blado Kiger, P.S.
   Registered Agent of Rainier Pacific Financial Group, Inc.

                   About Rainier Pacific

Rainier Pacific Financial Group, Inc. --
http://www.rainierpac.com/-- is the bank holding company for
Rainier Pacific Bank, a Tacoma, Washington-based state-chartered
savings bank operating 14 full-service locations in the Tacoma-
Pierce County and City of Federal Way market areas.


RAHAXI INC: Posts $1.54-Mil. Net Loss in Q2 Ended Dec. 31
---------------------------------------------------------
Rahaxi, Inc. posted a net loss of $1,538,014 for the fiscal second
quarter ended December 31, 2009, from a net loss of $5,199,598 for
the same period a year ago.  Total revenue -- from transaction
processing, consulting services, and hardware and related items -
was $1,436,156 for the December 31 quarter, compared to $1,375,768
for the year ago period.

The Company posted a net loss of $2,646,514 on total revenue of
$2,674,098 for the six months ended December 31, 2009, compared to
a net loss of $8,487,950 on total revenue of $2,622,253 for the
same period of 2008.

Selling, general and administrative expenses were $2,111,499 for
the three months ended December 31, 2009, compared to $4,753,853
for the three months ended December 31, 2008, a decrease of
$2,642,354 or approximately 56%.

                          Balance Sheet

At December 31, 2009, the Company had $2,881,216 in total
assets against $6,990,221 in total liabilities, resulting in
stockholders' deficiency of $4,109,005.

The Company's consolidated balance sheets at December 31, 2009,
also showed strained liquidity with $1,473,456 in total current
assets available to pay $6,102,244 in total current liabilities.

A full-text copy of the Company's quarterly report is
available at no charge at http://researcharchives.com/t/s?55b1

                       Going Concern Doubt

In its November 13, 2009 audit report on the Company's 10-K for
the fiscal year ended June 30, 2009, RBSM LLP, in New York, noted
the Company is experiencing difficulty in generating sufficient
cash flow to meet it obligations and sustain its operations, which
raises substantial doubt about the Company's ability to continue
as a going concern.

The Company has reported a net loss of $1,538,014 and $2,646,514
for the three and six months ended December 31, 2009,
respectively, and $17,983,146 for the year ended June 30, 2009,
and had an accumulated deficit of $118,152,243 as of December 31,
2009.

In its 10-Q report for the fiscal second quarter ended
December 31, 2009, the Company said it believes that anticipated
revenues from operations will be insufficient to satisfy its
ongoing capital requirements for the next 12 months.  If the
Company's financial resources are insufficient, the Company will
require additional financing in order to execute its operating
plan and continue as a going concern.  The Company cannot predict
whether this additional financing will be in the form of equity or
debt, or be in another form.  The Company may not be able to
obtain the necessary additional capital on a timely basis, on
acceptable terms, or at all.  In any of these events, the Company
may be unable to implement its current plans for expansion, repay
its debt obligations as they become due, or respond to competitive
pressures, any of which circumstances would have a material
adverse effect on its business, prospects, financial condition and
results of operations.

                         About Rahaxi Inc.

Rahaxi, Inc. (formerly Freestar Technology Corporation) was formed
on November 17, 1999, as a Nevada corporation.  The Company is a
provider of payment services and processing.  Its principal
offices are in Wicklow, Ireland; the Company also has offices in
Helsinki, Finland; and Santo Domingo, the Dominican Republic.   On
November 21, 2008, the Company filed a Certificate of Amendment to
its Articles of Incorporation with the Nevada Secretary of State
changing its name to "Rahaxi, Inc."


REESE BUILDING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Reese Building Components, Inc.
        207 Dexter Wilson Blvd.
        Sylvester, GA 31791

Bankruptcy Case No.: 10-10336

Chapter 11 Petition Date: February 25, 2010

Court: United States Bankruptcy Court
       Middle District of Georgia (Albany)

Debtor's Counsel: Walter W. Kelley, Esq.
                  Kelley, Lovett, and Blakey
                  P.O. Box 70879
                  2539 Lafayette Plaza
                  Albany, GA 31708
                  Tel: (229) 888-9128
                  Email: rcoxwell@kelleylovett.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 $2,163,001,
and total debts of $2,931,500.

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

             http://bankrupt.com/misc/gamb10-10336.pdf

The petition was signed by Robet E. Reese Jr., president of the
Company.


REGAL ENT: Moody's Put Rating on DCIP Sr. Credit Facility
---------------------------------------------------------
Moody's Investors Service has assigned a provisional rating of
(P)Baa2 to a senior credit facility, composed of two loans, being
extended to Kasima, LLC, an indirect subsidiary of Digital Cinema
Implementations Partners, LLC .  This transaction is a
securitization of cash flows consisting primarily of virtual print
fees payable by motion picture distributors.  Drawings under the
SCF, in conjunction with proceeds from subordinate financing and
equity, will be used to finance the costs associated with
acquiring and installing digital cinema projectors and related
equipment in theaters owned by DCIP's three joint venture owners.

The complete rating action is:

  -- $335,000,000 Senior Delayed-Draw Term Loan, rated (P)Baa2
  -- $110,000,000 Senior Revolver Loan, rated (P)Baa2

DCIP was formed in February 2007 by AMC Entertainment Inc. (B1,
stable outlook), Cinemark Inc. (B1, positive outlook), and Regal
Entertainment Group (Ba3, negative outlook) (collectively the
Exhibitor Group) to upgrade their 35mm projectors in the U.S. and
Canada to digital projection systems.  The Exhibitor Group's
theaters collectively represent over 50% of the box office
receipts for U.S. and Canada.  Advances under the $445,000,000 SCF
will be secured by the rights to VPFs payable by film distributors
for all digital prints exhibited at the theaters where the digital
cinema projectors are installed.  By converting exhibition to
digital, film distributors can cut costs considerably since the
cost of distribution is much lower for digital prints than for
35mm prints.  Additional minor sources of income securing the SCF
and available to repay advances include rental payment from the
Exhibitor Group for each installed digital projection system,
which will be owned by and leased from Kasima, as well as fees
from the exhibition of non-film content, such as special concerts
or live sporting events.

The provisional ratings of the loans are mainly derived from an
assessment of the strength of the film distributors, which are
affiliates of the major Hollywood studios, and the Exhibitor
Group.  The main driver of revenue to the transaction is the VPFs,
which are incurred as studios release films.  The ratings are
based on a review of past release frequency and the commitment of
the studios to release digital films (such as Avatar).

The main risk to this transaction is the risk that the major
motion picture studios slow their production and release of large
budget films which are widely released.  Large budget films are
typically released over thousands of screens while running for a
number of weeks until moving to DVD or pay-per-view.  Over time,
the habits of film studios may change, for instance releasing over
less screens or running films in the box office for extended
periods of time (both subsequently reducing the number of digital
prints).  Another major risk is the financial health of the
Exhibitor Group.  As seen in the 1990's, theater circuits may
close theaters during bankruptcies.  As the Exhibitor Group
comprises of below investment grade companies, theater closure
continues to be a possibility and poses a risk to this
transaction.  However, the alignment of all parties' interests in
digital conversion is a significant strength that counters these
risks.  The cost savings to film distributors is considerable; the
flexibility to change programming and offer alternative content is
appealing to the exhibitors; and movie goers enjoy the digital
experience.  Moody's feels this profile of risks and benefits is
consistent with the ratings of the loans.  Finally, the role of
unrated DCIP as servicer is supported by a joint and several
guarantee from each Exhibit Group member of the performance by
DCIP of its various obligations under the transaction documents.

                   Principal Rating Methodology

Moody's approach to rating this transaction relies on analysis of
major motion picture distributors and the film industry to
generate an estimate for VPFs, the Exhibitor Group, and the
digital projection equipment and technology.  Monte Carlo
simulations are run to analyze the debt structure using key input
parameters plus qualitative judgments are also used to determine
the final rating.

Major Film Distributors.  For an initial release of a 35mm film, a
motion picture studio must create hundreds (or thousands) of
physical 35mm reels and distribute them to each cinema.  This
initial "print" cost will now be replaced by a VPF which will
allow for digital transmission via satellite or delivery of hard-
disk to the cinema.  For this new digital delivery, the print cost
is substantially reduced for film distributors.

To help finance this conversion to digital, many of the major
motion picture studios have agreements to pay a fixed VPF for a
fixed number of years (after which is $0).  Furthermore, the
studios are committed to release films in digital while the
exhibitors are required to play them digitally if the screens are
available.  Other distributors not under contract will be charged
a higher VPF.

A VPF is generated each time a film is released and booked to be
played on a screen, similar to the cost of physical print which
would incur a one-time cost when created.  For example, if a movie
scheduled for release to 200 digital screens domestically for the
opening weekend, 200 VPF's would be generated.  Then to generate
more VPF's, new films must be released while the previous films
move on to the post-box office phase.  This measure is the screen
turnover rate which is the number of films played per screen per
year.  General data suggests that the turnover for all screens can
be from 12x to 16x on average (that is, 12 to 16 different films
per screen per year).  This is a difficult factor to predict and
simulation is run with a wide ranging distribution for values
based on the factors mentioned above.

Also, examining trends in the movie industry is important to
predict the screen turnover.  Studios have been moving to shorten
the theatrical cycle, while widening the initial box office
release, moving quicker to television and DVD which would increase
screen turnover.  Additionally, the number of films released has
increased since 2000 which would also imply shorter theater run-
time.  However, economic conditions have required film studios to
reduce the number of film projects recently so this must be
considered.

For simulation, screen turnover was distributed uniformly from
9.75x to 14.75 for the first three years and 10.5x to 15x
thereafter.

Exhibitor Group.  Using history of theater industry bankruptcies
in the 1990's, an estimate of theater closures was simulated for
the Exhibitor Group.  Upon closure, different scenarios were run
to estimate the amount of screens that would stop generating
VPF's.  Also no sale or redeployment was assumed in these cases.
The current public ratings notched down one rating level to
determine probability of default and a uniformly distributed
theater closure rate upon default of 5% to 25% were used for
simulation.

Equipment and Technology.  Each installation includes a digital
projector, player, computer server, and software.  The digital
projection system must meet the Digital Cinema Initiative
specification.  This DCI spec was established by a consortium of
movie studios to develop a standard for digital cinema file
format, data transmission, projector resolution, among many other
details.  Once a system meets this specification, the exhibitor is
under contract to ensure proper maintenance.  There is little
exposure to technology risk once a system meets this spec and
begins generating VPF's.

Technology risk was not an input to Moody's Monte Carlo simulation
analysis.


REGENT COMMUNICATIONS: Files for Chapter 11 to Sell to Creditors
----------------------------------------------------------------
Regent Communications Inc. filed for bankruptcy court protection
March 1 from creditors (Bankr. D. Del. Case No. 10-10632).


Regent Communications said in a statement it has reached an
agreement in principal with its lenders for a consensual financial
restructuring that will reduce the Company's debt and strengthen
its balance sheet.  The restructuring will result in the
elimination of approximately $87 million of the Company's debt.

As part of the agreement, current senior debt-holders will convert
their holdings into a new series of equity in the Company, while
current public equity shareholders will receive approximately 12.8
cents for each share they own.  The parties to the restructuring
agreement have signed binding agreements to support the
restructuring on proposed terms, subject to the finalization of
definitive agreements and related documentation and the
satisfaction of certain specified conditions.

The restructuring process will have no impact on Regent's day-to-
day operations and will not result in any changes to senior
leadership.  In addition, the Company has a current cash position
of approximately $11 million, giving it ample liquidity and
sufficient funds to pay all of its vendors and employees.

"We are pleased to move forward with the majority of our senior
lenders in taking the necessary steps to substantially strengthen
our capital structure," said Bill Stakelin, President and CEO.
"Throughout the economic downturn, we have continued to implement
our strategic plan to build our presence among advertisers and
audiences across our local market clusters, while carefully
managing our costs.  Following our reorganization, we will benefit
from a strong financial position and solid cash flow, giving us
the flexibility to continue to invest in our operations and
execute our strategy.  This is a solution that preserves Regent's
unique voice in the nation's mid-sized media markets and enhances
our ability to fully benefit from the rebound in the nation's
advertising industry."

After giving effect to the restructuring, certain funds managed by
Oaktree Capital Management, L.P., a premier global alternative and
non-traditional investment manager, will own a majority of the new
equity in the Company.

With the approval of the Bankruptcy Court, the Debtors will retain
Kurtzman Carson Consultants LLC to, among other things, act as
noticing, claims and balloting agent (the "Balloting Agent").
Specifically, the Balloting Agent will assist the Debtors with:
(a) mailing Confirmation Hearing Notices, (b) mailing Solicitation
Packages, (c) soliciting votes on the Plan, (d) receiving,
tabulating, and reporting on ballots cast for or against the Plan
by holders of claims against or equity interests in the Debtors,
(e) responding to inquiries from creditors and stakeholders
relating to the Plan, the Disclosure Statement, the ballots and
matters related thereto, including, without limitation, the
procedures and requirements for voting to accept or reject the
Plan and objecting to the Plan, and (f) if necessary, contacting
creditors regarding the Plan and their Ballots.

Regent Communications has been advised by Oppenheimer & Co., Inc.,
in connection with its financial restructuring, and by the law
firm of Latham & Watkins LLP.

                   About Regent Communications

Regent Communications, Inc., is a radio broadcasting company
focused on acquiring, developing and operating radio stations in
mid-sized markets.  Regent owns and operates 62 stations located
in 13 markets.  The Company's shares are traded over the counter
under the symbol "RGCI.PK".

                 About Oaktree Capital Management

Oaktree is a premier global alternative and non-traditional
investment manager with $72.9 billion in assets under management
as of December 31, 2009.  The firm emphasizes an opportunistic,
value-oriented and risk-controlled approach to investments in
distressed debt, high yield and convertible bonds, specialized
private equity (including power infrastructure), real estate,
emerging market and Japanese securities, and mezzanine finance.
Oaktree was founded in 1995 by a group of principals who have
worked together since the mid-1980s.  Headquartered in Los
Angeles, the firm today has approximately 600 employees and
offices in 14 cities worldwide


REVLON INC: Sets Meeting with Lenders on 2006 Bank Term Loan
------------------------------------------------------------
Revlon Consumer Products Corporation, Revlon, Inc.'s wholly owned
operating subsidiary, scheduled a meeting with a group of
potential lenders to discuss a possible refinancing of its
existing 2006 bank term loan facility and asset-based revolving
credit facility as part of the Company's strategy to continue to
improve its capital structure.

The 2006 bank credit facilities represent RCPC's next debt
maturity, due in January 2012.  Among other things, it is expected
that RCPC's 2006 term loan facility, with $815 million outstanding
at December 31, 2009, would be replaced with a new approximately
$800 million term loan facility and that its 2006 revolving credit
facility, with nil outstanding borrowings at December 31, 2009,
would be replaced with a new approximately $140 million asset-
based revolving credit facility.  The refinancing would, among
other things, extend the maturities of these facilities.  There
can be no assurances that the possible refinancing will be
executed.

RCPC was in compliance with all applicable covenants under its
existing 2006 bank credit agreements as of Dec. 31, 2009 and the
date of this filing.

                           About Revlon

Based in New York, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and beauty care products company.  The Company's vision is to
provide glamour, excitement and innovation to consumers through
high-quality products at affordable prices. Websites featuring
current product and promotional information can be reached at
http://www.revlon.com/ http://www.almay.com/and
http://www.mitchumman.com/ The Company's brands, which are sold
worldwide, include Revlon(R), Almay(R), ColorSilk(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.


RJ YORK: Files Schedules of Assets and Liabilities
--------------------------------------------------
RJ York SSG, LLC, filed with the U.S. Bankruptcy Court for the
Eastern District of Missouri its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $11,200,000
  B. Personal Property               $24,439
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $10,700,000
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $111,772
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $59,367
                                 -----------      -----------
        TOTAL                    $11,224,439      $10,871,139

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.


RLS ENTERTAINMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: RLS Entertainment, LLC
        10 Itetbury
        Bella Vista, AR 72714

Bankruptcy Case No.: 10-70969

Chapter 11 Petition Date: February 26, 2010

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Debtor's Counsel: Donald A. Brady, Jr., Esq.
                  Blair & Brady Attorneys At Law
                  109 N. 34th Street
                  P.O. Box 1715
                  Rogers, AR 72756
                  Tel: (479) 631-0100
                  Fax: (479) 631-8052
                  Email: dblaw0887@hotmail.com

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

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

According to the schedules, the Company has assets of $2,070,950,
and total debts of $1,552,835.

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/arwb10-70969.pdf

The petition was signed by Sheri Mozes, secretary the Company.


ROBERT WOOD: A.M. Best Downgrades FSR to 'B'
--------------------------------------------
A.M. Best Co. has downgraded the financial strength rating (FSR)
to B (Fair) from B+ (Good) and issuer credit rating (ICR) to "bb"
from "bbb-" of Robert Wood Johnson University Hospital at Hamilton
SAAML (RWJUH Hamilton-SAAML) (Hamilton, Bermuda).  The outlook for
both ratings is stable.  Concurrently, A.M. Best has withdrawn the
ratings at the company's request and assigned a category NR-4 to
the FSR and "nr" to the ICR.

These rating actions reflect RWJUH Hamilton-SAAML's weak
capitalization level due to a significant decrease in its surplus
caused by the payment of a large dividend.  The current
capitalization level is not supportive of the previous rating
level.  The ratings also take into consideration the financial
position and recent challenges of its ultimate parent, RWJUH
Hamilton, as well as, RWJUH Hamilton-SAAML's limited business
scope, regulatory constraints, fluctuating results and high
retention levels relative to surplus.

Through the later part of 2009, RWJUH Hamilton reported losses,
leading to a modest decline in its net asset base.  This is the
second year the hospital has reported unfavorable operating
results.  Additionally, RWJUH Hamilton maintains a high leverage
position, combined with relatively low coverage and liquidity
levels.  The hospital also has reported declines in several of its
core operating metrics, including the number of procedures
performed and total admissions.

Partially offsetting these negative rating factors are RWJUH
Hamilton-SAAML's sound risk management program, experienced
management team and its status within the Robert Wood Johnson
Health System.

RWJUH Hamilton-SAAML's risk management program maintains a high
level of sophistication, which includes a bio-identification
program, quarterly claim reviews, significant physician
involvement in educational programs and clinical outcome
satisfaction surveys.

Additionally, the ratings recognize the role RWJUH Hamilton-SAAML
serves in providing hospital professional and general liability
coverage to participating physicians within this facility.

A.M. Best remains the leading rating agency of captive insurers
rating a wide variety of more than 200 captives in the United
States and throughout the world.


RONSON CORP: Extends Forbearance Agreement Until March 5
--------------------------------------------------------
RCPC Liquidating Corp. fka Ronson Corp., Ronson Aviation Inc. and
RCC Inc. further extended its orbearance agreement with their
principal lender, Wells Fargo Bank, National Association under
which Wells Fargo has agreed not to assert existing events of
default under the Borrowers' credit facilities with Wells Fargo
through March 5, 2010.

Ronson Aviation will continue to be permitted to request advances
under the Wells Fargo credit facility until March 5.  To recall,
as a result of the consummation of the sale of the Company's
consumer products business to Zippo Manufacturing Company on
February 2, 2010, RCPC and Ronson Canada are no longer permitted
to request advances under the credit facility with Wells Fargo and
any remaining assets of RCPC and Ronson Canada are no longer
considered in borrowing base calculations.

A full-text copy of the amended forbearance agreement is available
for free at http://ResearchArchives.com/t/s?5585

                   About Ronson Corporation

Somerset, New Jersey-based Ronson Corporation (Pink Sheets: RONC)
-- http://www.ronsoncorp.com/-- is the parent company of three
operating units: Ronson Aviation, Inc., an aircraft fueling and
servicing company; Ronson Consumer Products Corp., a maker and
distributor of Ronsonol lighter fluid and various other lighter
accessories; and Ronson Corporation of Canada Ltd., which markets
the company's products throughout Canada. The company is engaged
in a series of asset sales as a condition of a forbearance
agreement with its primary lender Wells Fargo Bank, NA.

At September 30, 2009, the Company had $15,333,000 in total assets
against total current liabilities of $16,516,000, long-term debt
of $13,000, other long-term liabilities of $1,724,000, and other
long-term liabilities of discontinued operations of $494,000,
resulting in $3,414,000 in stockholders' deficiency.

At September 30, 2009, the Company had both a deficiency in
working capital and a stockholders' deficit.  In addition, the
Company was in violation of certain provisions of certain short-
term and long-term debt covenants at September 30, 2009 and
December 31, 2008.

The Company's losses and difficulty in generating sufficient cash
flow to meet its obligations and sustain its operations, as well
as existing events of default under its credit facilities and
mortgage loans, raise substantial doubt about its ability to
continue as a going concern.


RQB RESORT: Files for Bankruptcy in Jacksonville
------------------------------------------------
RQB Resort LP and RQB Development LP, owners of Florida's Sawgrass
Marriott Resort, filed for Chapter 11 bankruptcy protection in
Jacksonville, Florida, on March 1, 2010 (Bankr. M.D. Fla. Case No.
10-01596).

Dawn McCarty and Dara Doyle at Bloomberg News report that RQB
Resort LP listed assets and debt of as much as $500 million each.

Ciaran Hancock, Business Affairs at The Irish Times, says RQB
Resort and RQB Development sought creditor protection after
failing to agree to a restructuring deal with Goldman Sachs on a
$193 million loan.

Irish Times says the Companies control a hotel, spa, golf villas
and other properties at the 65-acre resort.  Times says the
investment in Sawgrass is led by Irish financier Niall McFadden.

Bloomberg says Goldman, which is owed about $192.5 million as of
January 10, hasn't been paid since August.  Bloomberg says RBQ met
Goldman on March 16, 2009, and told the bankers then that they
might have "liquidity issues" by August.  In June, according to
Bloomberg, RBQ hired Perella Weinberg Partners LP to broker a
solution with Goldman.  In October, Goldman told the owners it
wanted to foreclose.

After talks, Bloomberg relates, the owners hired Jones Lang
Lasalle Inc. to raise capital to help pay Goldman.  The capital
raising "was significantly compromised" when Goldman issued
`without notice' an acceleration note on December 14 and filed a
foreclosure complaint in state court on or about January 8.

Jones Lang Lasalle "has generated several qualified investors, but
has not yet had an adequate time to test the market place for
additional investors," court papers show, according to Bloomberg.

Bloomberg also notes the owners said the company may emerge from
Chapter 11 "in time for the stabilization of the economy in 2011."

Bloomberg says Goldman Sachs spokesman Michael DuVally declined to
comment.


SALUDA REALTY: Case Summary & 19 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Saluda Realty and Construction, LLC
        PO Box 700
        Saluda, NC 28773

Bankruptcy Case No.: 10-40135

Chapter 11 Petition Date: February 26, 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: $1,000,001 to $10,000,000

According to the schedules, the Company has assets of $4,570,720,
and total debts of $2,646,788.

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/ncwb10-40135.pdf

The petition was signed by W. Roy Eargle, member/manager the
Company.


SCHOLASTIC CORPORATION: Moody's Affirms 'Ba2' Corp. Family Rating
-----------------------------------------------------------------
Moody's Investors Service changed Scholastic Corporation's rating
outlook to positive from stable.  Moody's also affirmed
Scholastic's Ba2 Corporate Family Rating and Probability of
Default Rating, and the B1 rating on the company's 5% senior
unsecured notes due 2013.

Outlook Actions:

Issuer: Scholastic Corporation

  -- Outlook, Changed To Positive From Stable

LGD Updates:

Issuer: Scholastic Corporation

  -- Senior Unsecured Notes, Changed to LGD5 - 88% from LGD5 - 89%
     (no change to B1 rating)

The change to a positive rating outlook reflects the potential for
a one notch upgrade of the CFR if Scholastic is able to sustain
its recent improvement in operating margins, manage shareholder
distributions such that credit metrics do not deteriorate, and
maintain a good liquidity position.  Scholastic's leverage (debt-
to-EBITDA of approximately 2.5x LTM 11/30/09 incorporating Moody's
standard adjustments) is currently within the range that could
result in an upgrade, but operating performance has been
inconsistent.  The company could be upgraded if it sustains the
LTM margin level achieved in the first half of 2010 from
rationalization of under-performing business lines, growth in
higher margin educational technology products, cost reductions and
better inventory management.

Moody's also believes mature cash-generating companies such as
Scholastic are exposed to event risk and typically have policies
to distribute cash to equity holders.  To that end, Scholastic
began repurchasing shares in mid-2007, introduced a quarterly
dividend in mid-2008, and was previously taken private in 1987 in
a transaction led by the current CEO.  Scholastic could
nevertheless be upgraded if it manages leverage within the tighter
constraints for a Ba1 CFR as it seeks to invest for growth and
distribute cash to shareholders.

The last rating action was on March 26, 2009, when Moody's
downgraded Scholastic's CFR and PDR to Ba2 from Ba1.

Scholastic'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 Scholastic's core industry
and believes Scholastic's ratings are comparable to those of other
issuers with similar credit risk.

Scholastic Corporation, headquartered in New York, N.Y., is a
publisher and distributor of children's books, classroom and
professional magazines, educational technology, and instructional
materials, with operations in the United States, Canada, the
United Kingdom, Australia, New Zealand and Southeast Asia.
Revenue for the twelve months ended November 30, 2009, was
$1.9 billion.


SCHWAB INDUSTRIES: Case Summary & 30 Largest Unsec. Creditors
-------------------------------------------------------------
Debtor: Schwab Industries, Inc.
        P.O. Box 400
        Dover, OH 44622

Bankruptcy Case No.: 10-60702

Chapter 11 Petition Date: February 28, 2010

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

Judge: Russ Kendig

Debtors' Counsel: Lawrence E. Oscar, Esq.
                  200 Public Sq., Suite 2800
                  Cleveland, OH 44114-2301
                  Tel: (216) 274-2229
                  Fax: (216) 274-2429
                  Email: leoscar@hahnlaw.com

                  Marc Merklin, Esq.
                  Brouse McDowell, LPA
                  388 S. Main Street, Suite 500
                  Akron, OH 44311
                  Tel: (330) 535-5711
                  Fax: (330) 253-8601
                  Email: mmerklin@brouse.com

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

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

A list of the Company's 30 largest unsecured creditors is
available for free at:

           http://bankrupt.com/misc/ohnb10-60702.pdf

Debtor's List of 30 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Holcim (US)                Trade                  $3,046,024
75 Remittance Drive
Suite 6430
Chicago, IL 60675

And

Holcim (US) Inc.
PO Box 75562
Charlotee, NC 28275

Cemex                      Trade                  $2,074,873
PO Box 73261
Chicago, IL 60673

National Lime & Stone      Trade                  $1,799,905
Company
PO Box 120
Findlay, OH 45839

St. Mary's Cement          Trade                  $1,281,795
PO Box 67000
Dept. 270401
Detroit, MI 48267

Wells Fargo TPA            Service Provider       $597,756
PO Box 535100
Atlanta, GA 30353

Quicken Loans Arena        Entertainment          $418,252
Accounting Dept.           Services
PO Box 5758
Cleveland, OH 44101

Euclid Chemical Co.        Trade                  $349,654
PO Box 931111
Cleveland, OH 44193

Express Scripts            Trade                  $202,442
Sheryl Simpson

Haydite Digeronim          Trade                  $138,252

Palmdale Oil Co.           Trade                  $137,988

Brugmann Sand &            Trade                  $133,092
Gravel, Inc.

Oster Sand & Gravel        Trade                  $129,340

Martin Marietta Materials  Trade                  $113,256

Stewart Mining Industries  Trade                  $112,533

LaFarge Corp.              Trade                  $102,096

ICard Merrill Cullis       Legal Services         $98,923
Timm Fu

Westfield Group-KY         Service Provider       $97,653

Bonita Grande Mining       Trade                  $85,051

Hanson Aggregates          Trade                  $83,428

Headwaters Resources       Trade                  $80,093

Lakeside Sand & Gravel     Trade                  $77,882

Dealers Supply Co.         Trade                  $63,331

Florida Rock Industries    Trade                  $60,048
Inc.

Berner Trucking Inc.       Trade                  $58,157

P G Bulk Inc.              Trade                  $57,728

Victory Capital            Service Provider       $53,428
Management

BWC State Insurance Fund   Employee Obligation    $53,011

Professional Bulk          Trade                  $49,017
Transfer

Bessemer Supply, Inc.      Trade                  $40,919

Pension Benefit Guaranty   Pension                Unknown
Corporation
1200 K Street, NW
Washington, DC 20005-4026

The petition was signed by David R. Exley the company's vice
president of administration.

Debtor-affiliates that filed separate Chapter 11 petitions
February 28, 2009:

(1)   Medina Cartage Co.
      Case No: 10-60703
      Estimated Assets: $1,000,001 to $10,000,000
      Estimated Debts: 50,000,001 to $100,000,000

(2)   Medina Supply Company
      Case No: 10-60704

(3)   Quality Block & Supply, Inc.
      Case No: 10-60705

(4)   O.I.S. Tire, Inc.
      Case No: 10-60706

(5)   Twin Cities Concrete Company
      Case No: 10-60707

(6)   Schwab Ready-Mix, Inc.
      Case No: 10-60708

(7)   Schwab Materials, Inc.
      Case No: 10-60709

(8)   Eastern Cement Corp.
      Case No: 10-60710


SEA LAUNCH: Space Launch to Provide $12 Million DIP Funding
-----------------------------------------------------------
KyivPost reports that Space Launch Services Company said it will
issue a second tranche of debtor-in-possession financing worth
$12 million to Sea Launch to continue operating through the next
phase of its reorganization process.  A hearing is set on
March 17, 2010, to consider final approval for the DIP financing.

Sea Launch Co. is a satellite-launch services provider that offers
commercial space launch capabilities from the Baikonur Space
Center in Kazakhstan.  Its owners include Boeing Co., RSC Energia,
and Aker ASA.  Sea Launch Company, L.L.C., filed for Chapter 11 on
June 22, 2009 (Bankr. D. Del. Case No. 09-12153).  Joel A. Waite,
Esq., and Kenneth J. Enos, Esq., at Young, Conaway, Stargatt &
Taylor LLP, in Wilmington, Delaware, serve as the Debtor's
counsel.  At the time of the filing, the Company said its assets
range from $100 million to $500 million and debts are at least
$1 billion.


SECURITY BENEFIT: A.M. Best Places FSR of 'B'
---------------------------------------------
A.M. Best Co. has placed the financial strength rating of B
(Fair), issuer credit ratings of "bb" and debt ratings of Security
Benefit Life Insurance Company (Topeka, KS) and its subsidiary,
First Security Benefit Life Insurance and Annuity Company of New
York (Rye Brook, NY) (collectively known as Security Benefit Life)
under review with positive implications.  Both companies are
subsidiaries of Security Benefit Corporation. (See below for a
detailed listing of the debt ratings.)

These rating actions follow the announcement of a definitive
purchase agreement entered into between Security Benefit
Corporation and Guggenheim Partners, LLC (Guggenheim).  Under this
agreement, Guggenheim and a group of private investors will
acquire Security Benefit Corporation and its subsidiaries.  The
transaction is expected to close in either late second or early
third quarter 2010, with the Guggenheim-led group making an
investment of approximately $400 million.  In June 2009,
Guggenheim became the investment advisor for Security Benefit
Life's general account assets.

As a result of the purchase transaction, Security Benefit Life
will receive a substantial cash infusion immediately, which will
improve its reported capital position and risk-adjusted
capitalization.  The balance of the remaining funds will follow
upon the closing and after a demutualization process is completed.

The ratings will remain under review pending the successful
completion of the acquisition, demutualization and A.M. Best's
discussions with management regarding the group's future operating
projections, investment portfolio and capital structure.

The following debt ratings have been placed under review with
positive implications:

Security Benefit Life Insurance Company:

  -- "b+" on $50 million 8.75% surplus notes, due 2016
  -- "b+" on $100 million 7.45% surplus notes, due 2033


SECURITY BENEFIT: S&P Raises Counterparty Credit Rating to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its counterparty
credit and financial strength ratings on Security Benefit Life
Insurance Co. and its affiliate, First Security Benefit Life
Insurance and Annuity Co. of New York, to 'BB+' from 'BB'.  The
ratings remain on CreditWatch with positive implications.

"The upgrade reflects SBLIC's announcement that a group of
investors led by Guggenheim Partners has indirectly contributed
$175 million of capital to SBLIC," said Standard & Poor's credit
analyst Adrian Pask.  "This contribution follows a Feb. 16
announcement that Guggenheim entered into a definitive agreement
to purchase Security Benefit Corp., SBLIC's parent company."

Although the terms of the transaction were not disclosed, Standard
& Poor's believes that this transaction will ultimately remedy a
capital deficiency at SBLIC and give Security Benefit Corp. access
to additional financial resources through Guggenheim.  Limited
capital constrained SBLIC's sales in 2009.  But, in 2010, S&P
expects that SBLIC, with fresh capital, will be able to execute on
its growth strategy in core 403(b) markets, a traditional
stronghold of the company.

Although Guggenheim has not traditionally been an owner of life
insurance companies, it does have a strong record managing general
account assets for SBLIC and other life insurance companies, most
notably Horace Mann and Sammons.  S&P views Guggenheim's
involvement with Security Benefit Corp. as positive.  In addition
to its asset management expertise, Guggenheim brings possible
access to private capital and potential synergies between the
asset management businesses.


SENSATA TECHNOLGIES: Modifies Dutch Auction Tender Offer for Notes
------------------------------------------------------------------
Sensata Technologies B.V. disclosed the commencement of a cash
tender offer to purchase the maximum aggregate principal amount of
its 8% Senior Notes due 2014, its 9% Senior Subordinated Notes due
2016 and its 11.25% Senior Subordinated Notes due 2014 that it can
purchase for $350,000,000 at a purchase price per $1,000 principal
amount with respect to the Dollar Notes and per EUR1,000 with
respect to the Euro Notes determined in accordance with a modified
Dutch auction procedure on the terms and conditions set forth in
the Offer to Purchase dated February 26, 2010.  The Tender Offer
will be subject to satisfaction or waiver of certain conditions,
including Sensata's ultimate parent company, which is currently
undertaking a financing transaction, having received sufficient
net proceeds to make the payments contemplated by the Tender
Offer.

The Dollar Notes and the Euro Notes are referred to as the
"Notes."  The Notes and other information relating to the Tender
Offer are listed in the table below.


Total

Consideration
                                    Outstanding     Early
(Acceptable Bid
                      CUSIP/ISIN     Principal   Participation
Price Range)
     Series of Notes     No(s).       Amount      Payment (1)
(1)(2)

    8% Senior Notes
$900.00 -
     due 2014          81725W AC7    $340,006,000    $30.00
$1,000.00

    9% Senior
     Subordinated
     Notes due
     2016             XS0252692412 EUR177,315,000  EUR30.00
EUR875.00 -
                      XS0252692925
EUR975.00
                      XS0286076442

    11.25% Senior
     Subordinated
     Notes due
     2014             XS0378671878  EUR137,000,000  EUR30.00
EUR956.25 -
                      XS0378671282
EUR1,056.25
                      XS0416176757

    (1) Per $1,000 principal amount of Dollar Notes and EUR1,000
principal
        amount of Euro Notes, as the case may be, that are
accepted for
        purchase.
    (2) Includes the applicable Early Participation Payment
referred to below.

The total consideration payable pursuant to the Tender Offer per
$1,000 principal amount of Dollar Notes or EUR1,000 principal
amount of Euro Notes validly tendered and accepted for purchase by
Sensata will be determined based on a formula consisting of a base
price plus a clearing premium.  The base price (including the
Early Participation Payment) will be equal to (i) $900.00 for the
Dollar Notes, (ii) EUR875.00 for the 9% Notes and (iii) EUR956.25
for the 11.25% Notes.  The clearing premium will be determined by
consideration of the "bid price" specified by each holder that
tenders Notes into the Tender Offer, which represents the minimum
consideration such holder is willing to receive for those Notes.
Each bid price must fall within the acceptable bid price range
specified in the table above.

The clearing premium applicable to Notes of all series will be the
lowest single premium at which Sensata will be able to spend the
Maximum Payment Amount by accepting all validly tendered Notes
with bid premiums (the amount by which each bid price exceeds the
base price) equal to or lower than the clearing premium.  If the
aggregate amount of Notes validly tendered (and not withdrawn) at
or below the clearing premium would cause Sensata to spend more
than the Maximum Payment Amount, then holders of the Notes
tendered at the clearing premium will be subject to proration as
described in the Offer to Purchase.

                Provisions Subject to the Tender Offer

Sensata will pay accrued and unpaid interest on all Notes tendered
and accepted for payment in the Tender Offer from the last
interest payment date to, but not including, the date on which the
Notes are purchased.

Each holder of Notes who validly tenders (and does not withdraw)
his or her Notes on or prior to 5:00 P.M., New York City time, on
March 11, 2010, unless such time and date is extended by Sensata
(the "Early Participation Date"), will receive an early
participation payment of $30.00 per $1,000 principal amount of
Dollar Notes or EUR30.00 for each EUR1,000 principal amount of
Euro Notes in the Tender Offer (the "Early Participation
Payment").  Holders tendering their Notes in the Tender Offer
after the Early Participation Date will not be eligible to receive
the Early Participation Payment.

The Tender Offer is scheduled to expire at 11:59 p.m., New York
City time, on March 25, 2010, unless such time and date is
extended or earlier terminated by Sensata (the "Expiration Date").

Tendered Notes may be withdrawn at any time on or prior to
5:00 p.m., New York City time, on March 11, 2010, unless such time
and date is extended by Sensata (the "Withdrawal Date").  Holders
of Notes who tender their Notes after the Withdrawal Date, but on
or prior to the Expiration Date, may not withdraw the Notes
tendered.

The Tender Offer is conditioned upon the satisfaction or waiver of
certain conditions as described in the Offer to Purchase. Subject
to applicable law, Sensata may also terminate the Tender Offer at
any time prior to the applicable Expiration Date in its sole
discretion.

                      About Sensata Technologies

Almelo, Netherlands-based Sensata Technologies B.V. --
http://www.sensata.com/-- supplies sensing, electrical
protection, control and power management solutions.  Owned by
affiliates of Bain Capital Partners, LLC, a global private
investment firm, and its co-investors, Sensata employs
approximately 9,500 people in nine countries.  Sensata's products
improve safety, efficiency and comfort for millions of people
every day in automotive, appliance, aircraft, industrial,
military, heavy vehicle, heating, air-conditioning, data,
telecommunications, recreational vehicle and marine applications.

                           *     *     *

As reported by the Troubled Company Reporter on December 7, 2009,
Moody's Investors Service has upgraded Sensata Technologies B.V.'s
Corporate Family and Probability of Default ratings to Caa1 from
Caa2, as well as the company's senior secured credit facility to
B2, senior unsecured notes to Caa2, and senior subordinated notes
to Caa3.  In a related rating action, Moody's affirmed the
company's Speculative Grade Liquidity rating at SGL-3.  The
outlook is positive.


SIENNA REALITY: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Sienna Reality LLC
          dba K T Apartments
        6392 Cantelope Ct
        Las Vegas, NV 89142

Bankruptcy Case No.: 10-13074

Chapter 11 Petition Date: February 26, 2010

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

Judge: Bruce A. Markell

Debtor's Counsel: Barry Levinson, Esq.
                  2810 S. Rainbow Blvd.
                  Las Vegas, NV 89146
                  Tel: (702) 836-9696
                  Fax: (702) 836-9699
                  Email: michael@lawbybarry.com

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

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

According to the schedules, the Company has assets of $3,270,500,
and total debts of $2,623,846.

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/nvb10-13074.pdf

The petition was signed by Khey Mouy Than, manager the Company.


SKYTERRA COMMUNICATIONS: Auditors Raise Going Concern Doubt
-----------------------------------------------------------
Ernst & Young LLP, in McLean, Virginia, expressed substantial
doubt about SkyTerra Communications, Inc.'s ability to continue as
a going concern after auditing the Company's financial statements
for the year ended December 31, 2009.  The independent auditors
reported that the Company has incurred recurring operating losses
and will require additional financing in 2010 to meet its
obligations.

The Company reported a consolidated net loss of $216.4 million on
total revenues of $34.5 million for the year ended December 31,
2009, compared to a consolidated net loss of $205.5 million on
total revenues of $34.5 million for the same period ended
December 31, 2008.

Operating loss increased to $134.6 million in 2009, from an
operating loss of $104.5 in 2008.

Interest expense increased to $93.4 million in 2009, compared to
$40.2 million in 2008

During 2008, the Company recorded an other-than-temporary
impairment charge for its TerreStar Networks investment in the
amount of $70.7 million caused by decreases in the market value of
TerreStar Corporation (parent of TerreStar Networks) publicly
traded stock.  There was no such charge in 2009.

Beginning on January 1, 2009, the Company recognizes certain
warrants as liabilities at their respective fair values on each
reporting date.  The estimated fair values fluctuate based on the
changes in the estimate inputs, including changes in the price of
the Company's common stock.

To value the Harbinger 2008 warrants and the Vendor Warrants as of
September 30, 2009, and December 31, 2009, the Company estimated
the likelihood of merger consummation using observable market data
(trading share price versus Harbinger Merger offer price), and
utilized the last observed Company stock price prior to the merger
announcement as inputs to the valuation model.  As the warrants
have declined in value during 2009, the Company recorded a gain of
$9.8 million for the year ended December 31, 2009, to record the
liabilities associated with the warrants at their respective
aggregate fair values of $1.7 million as of December 31, 2009.

                     Pending Harbinger Merger

On September 23, 2009, SkyTerra entered into a merger agreement,
as amended, (the "Harbinger Merger Agreement") with Sol Private
Corp., Harbinger Capital Partners Master Fund I, Ltd. ("Master
Fund") and Harbinger Capital Partners Special Situations Fund,
L.P. ("Special Fund" and together with Master Fund, "Harbinger").
Under the terms of the Harbinger Merger Agreement, and subject to
the satisfaction or waiver of the conditions therein, Harbinger
will acquire, through the merger of Sol Private Corp. with and
into the Company, all of the outstanding common stock of the
Company.  SkyTerra will continue as the surviving corporation in
the Harbinger Merger.  After the Harbinger Merger, SkyTerra will
be a privately held company indirectly wholly owned by Harbinger.

Upon the closing of the proposed Harbinger Merger, Harbinger has
agreed to pay $5.00 in cash per share for each of SkyTerra's
outstanding shares of voting and non-voting common stock not held
by Harbinger or its affiliates, any subsidiary of SkyTerra or any
holders who have perfected and not withdrawn a demand for
appraisal rights.  In addition, the Harbinger Merger Agreement
provides that each outstanding SkyTerra option (other than
performance based options) to purchase common stock (whether or
not vested or exercisable) will be canceled in exchange for a per
share amount in cash equal to the excess, if any, of $5.00 over
the per share exercise price of the option.  Harbinger has also
agreed that each outstanding share of restricted stock (that was
not performance based) previously issued by SkyTerra which is
outstanding as of the effective time of the Harbinger Merger will
be canceled in exchange for the right to receive, from the
surviving corporation, $5.00 per share.  Finally, pursuant to the
terms of the Harbinger Merger Agreement, each outstanding Mobile
Satellite Ventures LP ("MSV") phantom unit which is outstanding as
of the effective time of the Harbinger Merger will be canceled and
be deemed to have been exchanged for 2.82 shares of SkyTerra
common stock immediately prior to the effective time.  Each
holder, including SkyTerra's directors and officers, receiving
shares of common stock in connection with the exchange and
cancellation of the phantom units will be entitled to receive
$5.00 per share of such common stock.

The closing of the Harbinger Merger is subject to approval by the
holders of a majority of SkyTerra's outstanding voting common
stock and the holders of a majority of the shares of SkyTerra's
outstanding voting common stock voted (excluding shares held by
Harbinger, Sol Private Corp., any director or officer of SkyTerra,
or any of their respective affiliates and shares considered to be
held in escrow), and to regulatory approvals, including approval
of the U.S. Federal Communications Commission ("FCC"), and other
closing conditions.  It is currently anticipated that the
transaction will be consummated in the first quarter of 2010,
following regulatory clearance and stockholder adoption of the
Harbinger Merger Agreement.  Harbinger owns shares constituting
approximately 46% of the voting power of SkyTerra's voting common
stock (as well as warrants and shares of SkyTerra's non-voting
common stock which are convertible into or exercisable for shares
of SkyTerra's voting common stock under certain circumstances).
Harbinger has agreed to vote its shares of common stock in favor
of the Harbinger Merger.  Upon completion of the proposed merger,
SkyTerra's common stock will no longer be publicly traded or
quoted on the Over the Counter Bulletin Board, and will be
deregistered under the Securities Exchange Act of 1934, as
amended.

The Harbinger Merger Agreement includes a number of limitations on
SkyTerra's operations pending consummation of the merger and as a
result, the Company has delayed the development of certain
projects related to the rollout of its next generation mobile
satellite service ("MSS") services as well as next generation
business systems and next generation core network development.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed total assets of $1.8 bilion, total liabilities of
$1.5 billion, and total stockholders' equity of $297.9 million.

A full-text copy of the Company's annual report for 2009 is
available at no charge at http://researcharchives.com/t/s?5561

                 Liquidity and Capital Resources

The Company's principal source of liquidity has historically been
the issuance of debt instruments.  The Company's primary cash
needs are for working capital, capital expenditures, debt service
and operating expenses.  The Company has financed its operations
to date through the private placement of debt (primarily with
Harbinger), equity securities, and vendor financing.  The
Company's ability to raise additional equity or debt capital is
subject to a number of limitations in the Harbinger Merger
Agreement and the Master Agreement as well as the Company's
outstanding debt obligations.

The Company's current operating assumptions and projections
reflect management's best estimate of future revenue, operating
expenses, and capital commitments, and indicate that the Company's
current sources of liquidity (not including the Fourth Closing
Date of the 18% Senior Unsecured Notes) should be sufficient to
fund the Company only through the third quarter of 2010, creating
substantial doubt about the Company's ability to continue as a
going concern.  Additional funds will be needed to complete the
construction of the next generation integrated network, fund
operations, and begin making material cash principal and interest
payments on indebtedness in the fourth quarter of 2010.

Pursuant to the terms of a funding agreement with Harbinger that
was entered into prior to the Harbinger Merger Agreement, the
Company has committed financing of $100 million available to it
through the sale of the Fourth Closing Date of the 18% Senior
Unsecured Notes.  In the event that the Harbinger Merger is not
completed, Harbinger will be obligated to fund the remaining
$100 million of 18% Senior Unsecured Notes, subject to the
satisfaction of applicable conditions to such funding.  The
receipt by the Company of the Fourth Closing Date of the 18%
Senior Unsecured Notes does not significantly extend the Company's
liquidity.

If the Harbinger Merger or the Fourth Closing Date of the 18%
Senior Unsecured Notes does not close, and/or other Harbinger
funding is not forthcoming, the Company may pursue other means to
extend its liquidity and raise capital.  Those alternatives may
include a capital infusion through an equity or debt investment
with a strategic partner, a capital infusion through the sale of
additional debt or equity, the renegotiation of vendor payment
schedules to defer payments into the future, the postponement of
certain discretionary spending, the sale of the Company's
investment in TerreStar Networks, the sale of other Company
assets, the delay or cancellation of certain of the Company's
planned operations, or some combination of these actions.

In the event that the Harbinger Merger does not close, the Company
intends to re-evaluate the financial and strategic alternatives
that will be available to it at such time and there is no
assurance that the Company will be able to find alternative
financing sources.  In addition, the terms of the Company's
current and expected future indebtedness and other contractual
arrangements (including those with Harbinger) include significant
limitations on the ability to incur and the terms of additional
debt, including amount, covenants, access to security, and
duration, among other factors, and impose limitations on the
structure of strategic transactions.

The remaining cost of carrying out the Company's business plan is
significant, and is significantly more than the Company's
currently available and committed resources.  If the Company fails
to obtain necessary financing on a timely basis, the Company may
be forced to cease operations.  These conditions raise substantial
doubt about our ability to continue as a going concern.

If the Company fails to obtain necessary financing on a timely
basis, it may be able to continue operations, but in such a way
that it must significantly alter its next generation network
development plans.  In such a case, the Company's satellite
construction, launch, or other events necessary to deploy and
operate the Company's next generation network and conduct the
Company's business could be significantly delayed, or its costs
could materially increase; the Company could default on its
commitments to its satellite construction or launch contractors,
creditors or other third parties leading to termination of
construction or inability to launch the Company's satellites; and
the Company may not be able to complete its next generation
integrated network as planned or seek a purchaser for its
satellite business or assets.  Further, SkyTerra LP and SkyTerra
Canada could lose their FCC licenses, Industry Canada licenses and
their other international rights if they fail to achieve required
performance milestones.

                  About Skyterra Communications

Based in Reston, Virginia, SkyTerra Communications, Inc. (OTC BB:
SKYT) -- http://www.skyterra.com/-- through its subsidiaries,
provides mobile satellite communications services in the United
States and Canada.  SkyTerra LP is licensed by the United States
government and SkyTerra (Canada) Inc.,a consolidated variable
interest entity of SkyTerra LP, is licensed by the Canadian
government to operate in the 1.5 to 1.6 GHz frequency band
spectrum that has been coordinated for their use.  SkyTerra LP
holds a 46.4% effective interest in SkyTerra (Canada) Inc. and has
determined that it is the primary beneficiary of SkyTerra Canada
as a result of its historical and expected future funding of the
operations of SkyTerra Canada and as a result of certain
agreements between the entities.


TEFRON LTD: Shareholders OK Private Placement of Shares to Norfet
-----------------------------------------------------------------
Tefron Ltd. has filed an unofficial summary translation of its
report with the Israel Securities Authority containing the results
of the Company's Extraordinary General Meeting of Shareholders
held on February 23, 2010.

The required majority approved these proposals:

  1. To approve as as an "extraordinary private placement",
     pursuant to Section 328(b) of the Companies Law 5759-1999, a
     private placement of ordinary shares to Norfet, Limited
     Partnership and/or its designee, following which Norfet may
     increase its holdings to up to 45% of the voting rights in
     the Company.

  2. To approve coverage under the Company's directors' and
     officers' liability insurance policies for Mr. Ishay Davidi,
     Mr. Meir Shamir and Mr. Guy Shamir (an alternate director to
     Mr. Meir Shamir), as directors in the Company.

  3. To approve, as a framework resolution, the Company's purchase
     of an insurance policy concerning insurance of directors' and
     officers' liability, including as directors and officers of
     the Company's subsidiaries but not including the coverage of
     controlling shareholders.

In the framework of the rights offering prospectus that Tefron
intends to publish in Israel on February 25, 2010, Norfet and its
main shareholders, FIMI Opportunity Fund L.P. and FIMI Israel
Opportunity Fund Limited Partnership, have irrevocably committed
to Tefron that, in the event that Tefron does not enter into a
definitive binding agreement with its bank lenders by the
completion of the proposed rights offering, but at least one
shareholder exercises its rights in the proposed rights offering,
that on the first trading day following the completion of the
proposed rights offering, they (or whoever acts on their
behalf) will acquire shares from Tefron for an aggregate purchase
price of $1.311 million.  The purchase price was calculated by
multiplying the aggregate holdings of Norfet and its main
shareholders as of the date of this report (21.85%) by $6 million,
which is the gross proceeds that Tefron would receive if
the proposed rights offering is fully subscribed for by all
shareholders.

A full-text copy of the unofficial summary translation as filed by
the Company with the Israel Security Authority containing the
resultos of the Company's February 23, 2010 Extraordinary General
Meeting of Shareholders is available at:

               http://researcharchives.com/t/s?55ac

                        About Tefron Ltd.

Based in Misgav, Israel, Tefron Ltd. (OTC: TFRFF; TASE: TFRN)
manufactures boutique-quality everyday seamless intimate apparel,
active wear and swimwear sold throughout the world by such name-
brand marketers as Victoria's Secret, Nike, Target, The Gap, J.C.
Penney, Maidenform, Lululemon Athletica, Warnaco/Calvin Klein,
Patagonia, Reebok, Swimwear Anywhere, and El Corte Englese, as
well as other well known retailers and designer labels.  The
Company's product line includes knitted briefs, bras, tank tops,
boxers, leggings, crop, t-shirts, nightwear, bodysuits, swimwear,
beach wear and active-wear.

The Company's foreign subsidiaries are Tefron USA and Tefron UK
which primarily conducts marketing and sale activities.

At September 30, 2009, the Company reported total assets of
$107.1 million, total liabilities of $56.0 million, and total
equity of $51.1 million.  At September 30, 2008, the Company had
total assets of $139.9 million, total liabilities of
$67.0 million, and total equity of $72.9 million.

A copy of the Company's quarterly report is available at no charge
at http://researcharchives.com/t/s?554c

                       Going Concern Doubt

On January 22, 2109, Haifa, Israel-based Kost Forer Gabbay &
Kasierer submitted its review of Tefron Ltd. and subsidiaries'
consolidated financial statements as of and for the three and nine
month periods ended September 30, 2009.   The independent auditors
noted that the Company's ability to meet its financial obligations
is subject to the fulfillment of the prerequisites of the
financing arrangement with banks, which, among other things,
consist of the completion of the issuance of rights and/or private
placement in an amount not below $4 million by March 31, 2010,
which is also contingent on obtaining the approval of the general
meeting and other regulatory approvals, an obligation to negotiate
with the property owners as to a rent settlement and compliance
with new financial covenants in 2010.

"Notwithstanding, in the event the suspending conditions in the
financing arrangement with the bank lenders will not be fulfilled,
and the banks will demand immediate repayment, then there is a
real difficulty in raising financing from other sources, and
material doubts arise regarding the Company's continuing to
operate as a going concern."


TENET HEALTHCARE: Brandes Holds 3.78% of Common Stock
-----------------------------------------------------
Brandes Investment Partners, L.P.; Brandes Investment Partners,
Inc.; Brandes Worldwide Holdings, L.P.; Charles H. Brandes; and
Glenn R. Carlson; and Jeffrey A. Busby disclosed that as of
December 31, 2009, they may be deemed to beneficially own
18,195,778 shares or roughly 3.78% of the common stock of Tenet
Healthcare Corporation.

Based in Dallas, Texas, Tenet Healthcare Corporation --
http://www.tenethealth.com/-- is an investor-owned health care
services company whose subsidiaries and affiliates principally
operate general hospitals and related health care facilities.  All
of Tenet's operations are conducted through its subsidiaries.

At December 31, 2009, the Company had total assets of $7.953
billion against total liabilities of $7.256 billion, resulting in
stockholders' equity of $646 million.  Cash and cash equivalents
were $690 million at December 31, 2009, a decrease of $41 million
from $731 million at September 30, 2009.

                           *     *     *

As reported by the Troubled Company Reporter on October 1, 2009,
Standard & Poor's Ratings Services assigned its 'CCC' issue-level
rating to hospital operator Tenet Healthcare's $345 million
mandatory convertible preferreds.  Net proceeds were used to
repurchase $300 million worth of outstanding 9.25% senior notes
due 2015.  The mandatory convertible preferred stock will
automatically convert to Tenet common stock on Oct. 1 2012.
Standard & Poor's views the mandatory convertible preferred
issuance as 100% debt for ratings purposes.

S&P's corporate credit rating on Tenet is 'B', reflecting the
company's struggles over the past several years with weak
operating performance and operating cash outflow and highly
leveraged financial position.  Despite the successes to date of a
multiyear turnaround effort, these factors remain key elements of
the company's highly-leveraged financial risk profile and
vulnerable business risk profile.  Tenet's extensive efforts to
effectuate a turnaround over several years has included large-
scale management and governance changes, cost control initiatives,
revamped physician recruitment and relationship strategies, and
managed care contract renegotiations to improve pricing.  Tenet's
improving financial results and better patient admissions over the
past two years indicate some measure of success of its efforts.
Still, a consistent track record of positive free cash flow
generation is not likely in the near term.

The TCR said September 29, 2009, that Moody's Investors Service
changed the rating outlook of Tenet Healthcare to positive from
stable.  Concurrently, Moody's affirmed Tenet's B3 Corporate
Family and Probability of Default ratings.


TENET HEALTHCARE: FMR, Fidelity Own 10.510% of Common Stock
-----------------------------------------------------------
FMR LLC and Edward C. Johnson 3d report that they may be deemed to
beneficially own 51,092,396 shares or roughly 10.510% of the
common stock of Tenet Healthcare Corporation.

Fidelity Management & Research Company, a wholly owned subsidiary
of FMR LLC, is the beneficial owner of 50,553,438 shares or
10.399% of Tenet Common Stock as a result of acting as investment
adviser to various investment companies registered under Section 8
of the Investment Company Act of 1940.  The number of Tenet shares
owned by the investment companies at December 31, 2009, included
4,985,754 shares of Common Stock resulting from the assumed
conversion of 35,000 shares of TENET HEALTHCARE 7% PC 10/1/12
(142.4501 shares of Common Stock for each share of Convertible
Preferred Stock).

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 50,553,438
shares owned by the Funds.

Based in Dallas, Texas, Tenet Healthcare Corporation --
http://www.tenethealth.com/-- is an investor-owned health care
services company whose subsidiaries and affiliates principally
operate general hospitals and related health care facilities.  All
of Tenet's operations are conducted through its subsidiaries.

At December 31, 2009, the Company had total assets of $7.953
billion against total liabilities of $7.256 billion, resulting in
stockholders' equity of $646 million.  Cash and cash equivalents
were $690 million at December 31, 2009, a decrease of $41 million
from $731 million at September 30, 2009.

                           *     *     *

As reported by the Troubled Company Reporter on October 1, 2009,
Standard & Poor's Ratings Services assigned its 'CCC' issue-level
rating to hospital operator Tenet Healthcare's $345 million
mandatory convertible preferreds.  Net proceeds were used to
repurchase $300 million worth of outstanding 9.25% senior notes
due 2015.  The mandatory convertible preferred stock will
automatically convert to Tenet common stock on Oct. 1 2012.
Standard & Poor's views the mandatory convertible preferred
issuance as 100% debt for ratings purposes.

S&P's corporate credit rating on Tenet is 'B', reflecting the
company's struggles over the past several years with weak
operating performance and operating cash outflow and highly
leveraged financial position.  Despite the successes to date of a
multiyear turnaround effort, these factors remain key elements of
the company's highly-leveraged financial risk profile and
vulnerable business risk profile.  Tenet's extensive efforts to
effectuate a turnaround over several years has included large-
scale management and governance changes, cost control initiatives,
revamped physician recruitment and relationship strategies, and
managed care contract renegotiations to improve pricing.  Tenet's
improving financial results and better patient admissions over the
past two years indicate some measure of success of its efforts.
Still, a consistent track record of positive free cash flow
generation is not likely in the near term.

The TCR said September 29, 2009, that Moody's Investors Service
changed the rating outlook of Tenet Healthcare to positive from
stable.  Concurrently, Moody's affirmed Tenet's B3 Corporate
Family and Probability of Default ratings.


TENET HEALTHCARE: Net Income Widens to $197 Mil. for FY2009
-----------------------------------------------------------
Tenet Healthcare Corporation said net income widened to
$197 million for the fiscal year ended December 31, 2009, from net
income of $32 million for 2008 and a net loss of $84 million for
2007.  Net operating revenues were $9.014 billion for 2009
compared to $8.585 billion for 2008 and $8.083 billion for 2007.

The Company swung to net income of $29 million for the three
months ended December 31, 2009, from a net loss of $29 million for
2008.  Net operating revenues were $2.261 billion for the 2009
fourth quarter from $2.177 billion for the 2008 fourth quarter.

At December 31, 2009, the Company had total assets of $7.953
billion against total liabilities of $7.256 billion, resulting in
stockholders' equity of $646 million.  Cash and cash equivalents
were $690 million at December 31, 2009, a decrease of $41 million
from $731 million at September 30, 2009.

In its press release, Tenet Healthcare reported adjusted EBITDA of
$218 million for the fourth quarter ended December 31, 2009, an
increase of $18 million, or 9.0%, as compared to $200 million for
the fourth quarter of 2008.  On a same-hospital basis, adjusted
EBITDA was $214 million for the fourth quarter of 2009, an
increase of $14 million, or 7.0%, as compared to $200 million in
the fourth quarter of 2008.  The net income attributable to common
shareholders for the fourth quarter of 2009 was $21 million, or
$0.04 per share, compared to net loss attributable to common
shareholders of $33 million, or $0.07 per share, for the fourth
quarter of 2008.

"We are very pleased with Tenet's performance in the fourth
quarter and full-year 2009," said Trevor Fetter, president and
chief executive officer.  "Despite pressures from a soft economy
and rising levels of unemployment in many of our markets, we
achieved another year of solid revenue growth with an increase of
five percent.  Excellent cost control combined with this revenue
growth helped us produce the strongest growth in earnings and the
highest margin we've achieved in seven years.  We also increased
adjusted free cash flow by almost $400 million over 2008.  I
remain confident in Tenet's strategies, and we believe these
strategies will continue to drive growth in earnings and cash
flow. Our expectations for growth in 2010 are impacted by our
accelerated clinical information technology investments and our
conservatism with respect to the effects and uncertainties of the
economic environment."

For the full-year 2009, adjusted EBITDA was $982 million, an
increase of 32.9% as compared to 2008 adjusted EBITDA of
$739 million.  The 2009 adjusted EBITDA margin was 10.9%, an
increase of 230 basis points as compared to a 2008 adjusted EBITDA
margin of 8.6%.  Net income attributable to common shareholders in
2009 was $181 million, or $0.37 per diluted share, as compared to
2008 net income of $25 million, or $0.05 per diluted share.  Net
income attributable to common shareholders in 2009 included a gain
from early extinguishment of debt, net of taxes, of $61 million,
or $0.12 per share; and 2009 and 2008 also included net gains on
sales of investments, net of taxes, of $10 million and
$88 million, or $0.02 and $0.18 per share, respectively.

Bad debt expense increased by $12 million, or 7.3%, compared to
the fourth quarter of 2008, on a same-hospital basis.  The
increase in bad debt expense was related to higher pricing and the
240 basis point decline in the Company's collection rate from
self-pay.

                           2010 Outlook

The Company's outlook for the year ending December 31, 2010, is
materially dependent on a number of items that are difficult to
project given the uncertain macro-economic environment.  Among the
most important of these items are aggregate patient volumes, payer
and patient mix, and collection rates on patient accounts.  In the
Company's 2010 assumptions, same-hospital and total-hospital
statistics are identical as all 49 of its continuing hospitals are
included in both definitions in 2010.

Net operating revenues for the Company's 2010 outlook are assumed
to be in the range of $9.35 billion to $9.55 billion, representing
assumed growth of 4% to 6%.  In 2009, same-hospital net operating
revenues grew by 4.3%.

Adjusted EBITDA for 2010 is assumed to be in the range of
$985 million to $1.050 billion.  The Company's EBITDA 2010 outlook
assumes that the negative effects from various states'
reimbursement reductions will be partially offset by the receipt
of up to $60 million in net proceeds related to California's
provider fee legislation.  This payment is not currently approved
by Centers for Medicare & Medicaid Services.  If the payment is
approved by CMS, actual net proceeds from the legislation could be
substantially lower or greater than the $60 million cited.

Cash and cash equivalents at December 31, 2010 is assumed to be in
the range of $630 million to $700 million. This assumption
excludes the impact of any material asset sales or purchases, and
incremental financing activities.  At December 31, 2009 cash and
cash equivalents was $690 million.

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?558a

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?5589

                      About Tenet Healthcare

Based in Dallas, Texas, Tenet Healthcare Corporation --
http://www.tenethealth.com/-- is an investor-owned health care
services company whose subsidiaries and affiliates principally
operate general hospitals and related health care facilities.  All
of Tenet's operations are conducted through its subsidiaries.

                           *     *     *

As reported by the Troubled Company Reporter on October 1, 2009,
Standard & Poor's Ratings Services assigned its 'CCC' issue-level
rating to hospital operator Tenet Healthcare's $345 million
mandatory convertible preferreds.  Net proceeds were used to
repurchase $300 million worth of outstanding 9.25% senior notes
due 2015.  The mandatory convertible preferred stock will
automatically convert to Tenet common stock on Oct. 1 2012.
Standard & Poor's views the mandatory convertible preferred
issuance as 100% debt for ratings purposes.

S&P's corporate credit rating on Tenet is 'B', reflecting the
company's struggles over the past several years with weak
operating performance and operating cash outflow and highly
leveraged financial position.  Despite the successes to date of a
multiyear turnaround effort, these factors remain key elements of
the company's highly-leveraged financial risk profile and
vulnerable business risk profile.  Tenet's extensive efforts to
effectuate a turnaround over several years has included large-
scale management and governance changes, cost control initiatives,
revamped physician recruitment and relationship strategies, and
managed care contract renegotiations to improve pricing.  Tenet's
improving financial results and better patient admissions over the
past two years indicate some measure of success of its efforts.
Still, a consistent track record of positive free cash flow
generation is not likely in the near term.

The TCR said September 29, 2009, that Moody's Investors Service
changed the rating outlook of Tenet Healthcare to positive from
stable.  Concurrently, Moody's affirmed Tenet's B3 Corporate
Family and Probability of Default ratings.


THE SRKO FAMILY: Section 341(a) Meeting Scheduled for March 24
--------------------------------------------------------------
The U.S. Trustee for Region 19 will convene a meeting of creditors
in The SRKO Family Limited Partnership's Chapter 11 case on March
24, 2010, at 9:00 a.m.  The meeting will be held at U.S. Custom
House, 721 19th St., Room 104, Denver, CO 80202.

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

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

Colorado Springs, Colorado-based The SRKO Family Limited
Partnership, dba Colorado Crossing, filed for Chapter 11
bankruptcy protection on February 19, 2010 (Bankr. D. Colo. Case
No. 10-13186).  Lee M. Kutner, Esq., who has an office in Denver,
Colorado, assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.


TONGLI PHARMACEUTICALS: Earns $785,825 in Q3 Ended December 31
--------------------------------------------------------------
Tongli Pharmaceuticals (USA), Inc. and subsidiaries reported net
income of $785,825 on revenue of $2,928,562 for the three months
ended December 31, 2009, compared with net income of $535,204 on
revenue of $1,754,581 in the same period ended of 2008.

The approximately 67% increase in revenue was mainly attributable
to the overall increase in sales of several of the Company's l
major products and the Company's distribution to a previously
unaddressed market.  Part of the revenue was also generated by the
recently purchased new product Yan Li Xiao Capsule.  The Company
has the exclusive right to use this new product's trademark, and
manufacture and sell this product nationwide in China for the next
seven years.

                       Nine Months Results

For the nine months ended September 30, 2009, the Company reported
net income of $1,408,903 on revenue of $5,821,937, compared with
net income of $1,527,224 on revenue of $5,065,291 for the same
period of the prior year.

                          Balance Sheet

At December 31, 2009, the Company's consolidated balance sheets
showed $10,722,869 in total assets, $1,415,814 in total
liabilities, and $9,307,055 in total shareholders' equity.

A full-text copy of the Company's Form 10-Q is available for free
at http://researcharchives.com/t/s?55ad

                       Going Concern Doubt

As reported in the TCR on July 21, 2009, Paritz & Company, P.A. in
Hackensack, New Jersey expressed substantial doubt about Tongli
Pharmaceuticals' ability to continue as a going concern after
auditing the financial results for the years ended March 31, 2009,
and 2008.  The auditors related that the Company has a working
capital deficit of $275,450 and had minimum cash or available
borrowing capacity as of March 31, 2009.

The Company has taken certain actions and continues to implement
changes designed to improve its financial results and operating
cash flows.  The actions include certain cost-saving initiatives
and continuous development of new and existing clients. T he
Company believes that these actions will enable it to move towards
profitability and improve cash flow in its continuing operations
through the coming year.  As of December 31, 2009, the Company's
working capital has improved to $1,279,903.

                   About Tongli Pharmaceuticals

Based in Flushing, New York, Tongli Pharmaceuticals (USA), Inc.,
through a wholly-owned subsidiary, Harbin Tianmu Pharmaceuticals
Co., Ltd., develops, produces and sells a wide variety of
pharmaceuticals and healthcare products in the People's Republic
of China that are based on traditional Chinese medicine.


TOUSA INC: Lennar, Starwood Buy Florida Properties
--------------------------------------------------
Bill Rochelle at Bloomberg News reports that Lennar Corp. joined
with Starwood Land Ventures LLC to complete an $81 million
acquisition from homebuilder Tousa Inc. of almost 3,500 homesites
in Florida and 36 completed model homes.  The bankruptcy court in
Fort Lauderdale approved the sale to Starwood in late January.

                        About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.


TRIDENT RESOURCES: Soliciting Bids for Plan Investments
-------------------------------------------------------
Trident Resources Corp. said that it is seeking qualified offers
to purchase the Trident Property or investments for the
sponsorship of its plan of reorganization pursuant to chapter 11
of title 11 of the United States Code and/or its plan of
compromise or arrangement pursuant to the CCAA.

In accordance with procedures approved by the U.S. Bankruptcy
Court for the District of Delaware, all interested parties are
invited to make competing purchase or investment proposals.  A
copy of the rules and procedures can be obtained by contacting the
Financial Advisor, at:

   Rothschild, Inc.,
   Attn: Marcelo Messer or
         William Shaw,
   1251 Avenue of the Americas,
   New York, NY 10020,
   Tel: (212) 403-3716,
   E-mail: marcelo.messer@rothschild.com or
           william.shaw@rothschild.com,

or at the CCAA Monitor's Web site,
http://cfcanada.fticonsulting.com/trident

Trident will conduct an auction beginning on June 7, 2010 at 9:30
a.m. Eastern Time at the offices of Akin Gump Strauss Hauer &
Feld, LLP located at One Bryant Park, New York, New York 10036, or
such other location as shall be timely communicated to all
entities entitled to attend at the Auction, which Auction may be
cancelled or adjourned by Trident.  Participation at the Auction
is subject to the SISP Procedures and the Approval Orders.

The SISP Procedures include these terms:

                     INVESTMENT AND SALE OPPORTUNITY

An investment in Trident may include one or more or any
combination of the following: a restructuring, recapitalization or
other form of reorganization of the business and affairs of some
or all of the Trident entities as a going concern; a sale of
Trident Property, including one or more of the Parcels to a newly
formed acquisition entity; or a CCAA Plan and/or a Chapter 11
Plan.

                        MARKETING EFFORTS

The Financial Advisor has undertaken and, after entry of the
Approval Order, will continue to undertake marketing efforts with
respect to soliciting investment proposals for a restructuring of
Trident.  The Financial Advisor's efforts shall include preparing
a confidential informational memorandum with respect to Trident,
providing the confidential informational memorandum to all persons
that have expressed an interest in a transaction and executed
confidentiality agreements with Trident and contacting other
logical strategic and financial investors that have in the past or
may now have an interest in a transaction with Trident.

                            PHASE 1

For a period following the date of the Approval Orders until
March 31, 2010, Trident through the Financial Advisor will solicit
letters of intent from prospective strategic or financial parties
to acquire the Trident Property or Trident Business or to invest
in Trident.  In order for a Letter of Intent to be considered a
Qualified Letter of Intent, the Letter of Intent must contain
certain information, as set forth in more detail in the SISP
Procedures.

Trident shall terminate the SISP at the end of Phase 1 if: (a) no
Qualified Letter of Intent is received by the Financial Advisor;
or (b) Trident in consultation with the Financial Advisor and the
Monitor determines that there is no reasonable prospect that any
Qualified Letter of Intent received will result in a Qualified Bid
(other than a Credit Bid or the Commitment Letter).  If Trident
terminates the SISP at the end of Phase 1, Trident shall, and any
other party in interest may, seek direction from the Courts in
regard to the Solicitation Process, including an application by a
Credit Bid Party seeking approval for the implementation of its
Credit Bid or the Required Lenders seeking approval for the
implementation of the Canadian Credit Bid, after notice and a
hearing, subject to the respective rights of Trident and all
parties in interest to be heard regarding such relief.

                            PHASE 2

A Qualified Bidder will deliver written copies of a Qualified
Investment Bid or a Qualified Purchase Bid, as detailed in the
SISP Procedures, to the Financial Advisor with a copy to the
Monitor so as to be received by them not later than 5:00 pm
(Calgary time) on May 28, 2010.  If Trident terminates the SISP at
the end of Phase 2, Trident shall, and any other party in interest
may, seek direction from the Courts in regard to the Solicitation
Process, including an application by a Credit Bid Party seeking
approval for the implementation of its Credit Bid or the Required
Lenders seeking approval for the implementation of the Canadian
Credit Bid, after notice and a hearing, subject to the respective
rights of Trident and all parties in interest to be heard
regarding such relief.

                               AUCTION

If Trident determines in its reasonable business judgment,
following consultation with the Financial Advisor and the Monitor,
that it has received one or more Qualified Bids (other than a
Credit Bid and the Commitment Letter), Trident, shall proceed to
conduct the Auction at 9:30 a.m. on June 7, 2010 in accordance
with the procedures set forth in the SISP Procedures.  If the
Monitor or any other interested party does not agree with the
determination by Trident that it has received one or more
Qualified Bids (other than a Credit Bid and the Commitment
Letter), such party may seek advice and direction from the Courts
with respect to the SISP.  Each incremental bid at the Auction
shall provide net value to Trident's estate of at least U.S. $10
million over the Starting Bid or the Leading Bid, as the case may
be.

                     SELECTION OF SUCCESSFUL BID

Prior to the conclusion of the Auction, Trident, after
consultation with the Financial Advisor and the Monitor will
identify the highest or otherwise best Investment Proposal or Sale
Proposal received.  Trident will notify the Qualified Bidders of
the identity of the Qualified Bidder in respect of the highest or
otherwise best Investment Proposal or Sale Proposal received.

                        APPROVAL HEARING

A joint hearing to authorize Trident's entering into of agreements
with respect to the Successful Bid and completing the transaction
contemplated thereby will be held on a date to be scheduled by the
Courts upon application by Trident on or before June 9, 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: Ahab Opportunities Has 14.2% Equity Stake
-----------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission on February 16, 2010, Jonathan Gallen, investment
manager for Ahab Opportunities, L.P. and Ahab Opportunities, Ltd.,
disclosed that he beneficially owns 3,250,000 shares of Class B
common stock of Tronox Incorporated, representing 14.20% of the
22,889,431 shares of Tronox Class B common stock outstanding as of
October 31, 2008.

As of December 31, 2008, Ahab Opportunities, L.P. and Ahab
Opportunities, Ltd. held in the aggregate 3,250,000 Shares.

Accordingly, Mr. Gallen is deemed to beneficially own 3,250,000
Shares, or 14.20% of the Shares deemed issued and outstanding as
of December 31, 2009.

                         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: Henderson Global Has 0% Equity Stake
------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission on February 16, 2010, Henderson Global Investors
Limited disclosed that it beneficially owns zero shares of Tronox
Incorporated Class B Common Stock, representing 0% of Tronox
shares.

Brian Rowe, global head of compliance of Henderson Global
Investors Limited, reported that Henderson Global Investors
Limited has ceased to be the beneficial owner of more than 5% of
the class of securities.

Henderson previously held an 8.47% equity stake.

                         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)


TRW AUTOMOTIVE: Fitch Upgrades Issuer Default Rating to 'B+'
------------------------------------------------------------
Fitch Ratings upgrades TRW Automotive's Issuer Default Rating to
'B+' from 'B'.  Fitch's ratings actions include:

TRW Automotive Holdings Corp.

  -- Issuer Default Rating upgraded to 'B+' from 'B'.

TRW Automotive Inc.

  -- IDR upgraded to 'B+' from 'B';

  -- Senior secured revolving credit facility upgraded to
     'BB+/RR1' from 'BB/RR1';

  -- Senior secured term loan A-2 upgraded to 'BB+/RR1' from
     'BB/RR1';

  -- Senior secured term loan B-3 upgraded to 'BB+/RR1' from
     'BB/RR1';

  -- Senior unsecured notes upgraded to 'B/RR5' from 'B-/RR5';

  -- Senior unsecured exchangeable notes upgraded to 'B/RR5' from
     'B-/RR5'.

The Rating Outlook is Positive.  Approximately $2.2 billion of
debt is covered by the ratings.

The ratings actions are supported by TRW's fourth quarter and full
year 2009 results, which were better than Fitch anticipated,
particularly the healthy free cash flow.  Despite a very
challenging automotive environment during 2009, TRW was able to
improve some credit metrics and reduce debt during the year as a
result of successful restructuring actions and several capital
market transactions.  Furthermore, Fitch's outlook for TRW in 2010
continues to strengthen.  Fitch projects increases in profits,
healthy cash flow, and further deleveraging of the balance sheet.
These drivers are a result of TRW's cost cutting efforts and the
improvements in the automotive environment.  The ratings are also
supported by the company's strong liquidity, a relatively diverse
customer base, a global manufacturing presence, the company's
technology-driven products, including products for vehicle safety
which tend to offer better margins and opportunities for growth,
and a track record of successfully restructuring before and during
the global automotive slump.

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 12 months and further
positive ratings actions may be warranted if TRW's favorable
operating trend persists and if the industry recovery continues.

Credit concerns include TRW's large concentration of sales to
Europe (58% in 2009), exposure to commodities prices which may
prove to be a headwind in the second half of 2010, automotive
industry cyclicality, and the underfunded pension plan.

Fitch calculates leverage (total debt to operating EBITDA) at the
end of 2009 to be 2.6 times which is a slight improvement from
leverage of 2.8x at the end of 2008.  Importantly, TRW managed to
significantly reduce leverage throughout 2009.  At the end of the
second quarter of 2009, leverage for the trailing 12 months peaked
at 5.7x.  Fitch projects that the company could delever to
approximately 2.3x or better by the end of 2010.

Free cash flow was $254 million in 2009 which was driven by the
company's efforts to preserve cash during the difficult automotive
environment.  Capital expenditures were down 58% to $201 million.
TRW forecasts 2010 capital expenditures to be in the range of $300
to $325 million; Fitch believes this forecast may prove to be
conservative as expenditures may need to rise to support revenue
growth.  Even if capital expenditures increase modestly over TRW's
projections and with working capital requirements increasing,
Fitch expects TRW to generate positive free cash flow in 2010.

While the company's sales are globally diversified, the majority
of its sales in 2009 were from Europe and 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.

At the end of 2009, TRW's U.S. pension plan was 72% funded (or
$306 million underfunded).  This is a slight improvement from the
66% funded status at the end of 2008.  In 2010, TRW expects to
contribute $91 million to global pension plans ($28 million of
that is to be directed to the U.S. plan).  In addition, TRW
expects to contribute $44 million to the OPEB plan in 2010.

At the end of 2009, TRW had approximately $2 billion of liquidity
consisting of $1.2 billion of availability on the revolving credit
facility and $788 million of cash.  Liquidity has increased
following the November 2009 equity offering which generated
$269 million of net proceeds for debt reduction.  There are no
significant scheduled debt maturities until 2014.

TRW's revolver was amended and extended in December 2009.  It was
previously a $1.4 billion revolving credit facility maturing in
May 2012.  TRW now has a $1,256 million revolver and of that
amount, $411 million of commitments expire in May 2012;
$845 million will expire in November 2014.

The company's new secured term loans and the 2014 portion of the
revolver are subject to an early maturity date of December 2013 if
on or before that time, TRW cannot refinance its senior unsecured
notes due 2014 with debt maturing after Aug. 31, 2016 or if it
doesn't have liquidity available to repay the senior unsecured
notes due 2014 and also have additional liquidity of at least
$500 million.

Fitch affirms the Recovery Ratings and continues to rate the
senior secured facilities (revolving credit facility, Term Loan A-
2, and Term Loan B-3) 'RR1' which implies a recovery in the range
of 91%-100%.  The senior unsecured notes are rated 'RR5' which
implies a recovery in the range of 11%-30%.  RRs reflect Fitch's
recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes.

At the end of 2009, Blackstone owned approximately 39% of TRW.


TRW AUTOMOTIVE: S&P Puts 'B' Rating on CreditWatch Positive
-----------------------------------------------------------
Standard & Poor's Ratings Services said it has placed its 'B'
corporate credit rating and all debt ratings on global auto
supplier TRW Automotive Inc. on CreditWatch with positive
implications because of the company's strong fourth-quarter 2009
financial performance and the potential that 2010 results will be
better than S&P expected.

"S&P now believe there is a 50% chance that S&P could raise the
rating on TRW when S&P complete its analysis in the near term,"
said Standard & Poor's credit analyst Nancy Messer.  TRW's
earnings and cash flow for the fourth quarter were better than S&P
expected; reported EBITDA was $384 million, excluding nonrecurring
charges, and cash flow after capital expenditures was
$432 million.  TRW reported 2009 EBITDA of $911 million, excluding
about $100 million of nonrecurring restructuring costs, and free
cash flow of $254 million.  The strong fourth-quarter performance
allowed the company to reach S&P's $900 million annual EBITDA
target more quickly than S&P had expected.  In addition, S&P had
assumed TRW would continue to generate negative cash flow into
2010, but the company's cash flow for 2009 turned positive, and
S&P intend to review whether this will be the case in 2010 also.
The company reported an EBITDA margin of 7.8% for 2009, which is
heading toward its 8% target for TRW.

In addition to aggressive operational restructuring that has
lowered its breakeven point, TRW restructured its balance sheet in
2009, extending maturities and reducing total debt slightly.  Auto
markets in the U.S. and Europe appear to be stabilizing --
although they remain very weak -- providing auto suppliers with
somewhat more insight into demand volumes than they had in the
past two years.

S&P expects to resolve the CreditWatch listing within the next 90
days following completion of its analysis of the company's year-
end financials.  S&P's analysis will focus on the intermediate-
term revenue and earnings prospects for each of the company's
business segments for the year ahead and its prospective financial
policies as its cash generation improves.


TYSON FOODS: S&P Gives Positive Outlook; Affirms 'BB' Rating
------------------------------------------------------------
Standard & Poor's' Rating Services said it revised its outlook on
U.S. meat marketer and producer Springdale, Arkansas-based Tyson
Foods Inc. to positive from negative.  At the same time, S&P
affirmed all ratings on Tyson Foods, including the 'BB' corporate
credit rating.

S&P estimates that Tyson had about $3.4 billion in reported debt
outstanding as of Jan. 2, 2010.

"The ratings affirmation and outlook revision reflect S&P's
opinion that recent operating performance has improved," said
Standard & Poor's credit analyst Christopher Johnson, "resulting
in improved cash flows and credit measures, which S&P believes
will continue to strengthen in 2010."  S&P estimates Tyson's
adjusted EBITDA for the 12 months ended Jan. 2, 2010, more than
doubled year over year to $1.4 billion, primarily due to improved
chicken segment performance in the second half of fiscal 2009,
which benefited from lower grain and feed costs.  As a result, S&P
estimates adjusted debt to EBITDA for the 12 months ended Jan. 2,
2010, improved to about 2.8x compared with a ratio of 4.9x for the
same period a year earlier.  S&P expects leverage to approach 2.5x
or lower by fiscal year-end 2010.


US FIDELIS: Files for Chapter 11 in Missouri
--------------------------------------------
US Fidelis filed for Chapter 11 bankruptcy protection on March 1,
2010, with the U.S. Bankruptcy Court for the Eastern District of
Missouri.

US Fidelis was at one time the nation's largest marketer of
vehicle service contracts, and suspended all sales and marketing
activity in December 2009.  US Fidelis employs roughly 109 people,
down from more than 1,000 less than a year ago, according to
various reports.

According to the Company's statement obtained by the St. Louis
Post-Dispatch, US Fidelis said it continues to assist customers
with their existing vehicle service contracts while the bankruptcy
process moves forward.  US Fidelis and its more than 100 employees
remain fully available to customers to provide service and
assistance.

US Fidelis has engaged Scott Eisenberg at Amherst Partners, LLC,
as Chief Restructuring Officer to lead the company during its
efforts to reorganize in Chapter 11.

Mr. Eisenberg stated that it is important to point out that each
customer has established contractual relationships with third
party insurance and administration companies.  All contracts
remain valid and customers continue to have vehicle service claims
paid by these independent companies.  The administration
companies' funds used to pay those vehicle service claims are not
affected in any way by this bankruptcy proceeding.  Customers will
continue to have coverage pursuant to the terms of their vehicle
service contracts.

The company's statement said customers wishing to discuss their
account may call their vehicle service contract administrator at
the number listed on their contract, or a US Fidelis
representative can be reached live by calling 1-800-649-1856.

US Fidelis is represented by Robert E. Eggmann, Esq., at Lathrop &
Gage LLP.  A member of the firm's bankruptcy practice, Mr. Eggmann
practices in Lathrop & Gage's Clayton, Mo., office.

Christopher Tritto at St. Louis Business Journal reports US
Fidelis suspended all sales and marketing activity amid a barrage
of consumer complaints, government investigations and lawsuits.
Biz Journal recalls US Fidelis and another auto warranty company
each agreed in April 2009 to pay Verizon Wireless $50,000 as part
of a settlement over allegations of illegal telemarketing using
autodialing.  US Fidelis denied any wrongdoing.

According to Biz Journal, US Fidelis in May 2009 hired former U.S.
Attorney Catherine Hanaway, a partner at the Ashcroft Hanaway law
firm, to lead an independent, internal review of US Fidelis'
company policies, practices and procedures.  US Fidelis ended its
relationship with the law firm in October. The company said that
because it deactivated its sales and marketing divisions, it no
longer needs a government-approved monitor for those operations.

According to Biz Journal, BMW in July sued US Fidelis and alleged
it used the carmaker's name in mailers to mislead customers into
thinking the two businesses were affiliated.  Biz Journal also
relates heightened scrutiny and customer dissatisfaction spurred
more customers to seek refunds, while fewer new customers became
willing to sign on.


UTSTARCOM INC: Panel Approves 2010 Base Salary & 2009 Cash Bonus
----------------------------------------------------------------
The Compensation Committee of the Board of Directors of the
UTStarcom Inc. approved the 2010 annual base salaries for the
Company's executive officers and 2009 cash bonuses for the
Company's Executive Officers after a review of performance and
competitive market data.

Annual salaries remain as follows: Peter Blackmore, President and
Chief Executive Officer, $640,000 per year;  Kenneth Luk, Chief
Financial Officer and Senior Vice President, RMB 2,500,000 per
year, and Viraj Patel, Vice President, Corporate Controller, and
Chief Accounting Officer, $288,750 per year.  As previously
announced, Peter Blackmore voluntarily reduced his salary for a
one-year period ending March 23, 2010 by 20% His salary will
return to $800,000 per year as of March 24, 2010.

The 2009 bonuses were determined based on each Executive Officer's
level of satisfaction of the management performance objectives
established and tailored for such Executive Officer by the
Committee for the Company's 2009 fiscal year.  The 2009 cash
bonuses awarded were

  * $529,600 for Peter Blackmore, Chief Executive Officer and
    President; and

  * $90,668 for Viraj Patel, Vice President, Corporate Controller,
    and Chief Accounting Officer.

                      Going Concern Doubt

At September 30, 2009, the Company's consolidated balance sheets
showed $1.004 billion in total assets, $707.0 million in total
liabilities, and $297 million in total stockholders' equity.

The Company incurred net losses of $150.3 million, $195.6 million
and $117.3 million during the years ended December 31, 2008, 2007,
and 2006, respectively.  During the nine months ended
September 30, 2009, the Company incurred a net loss of
$186.3 million.  The Company recorded operating losses in 18 of
the 19 consecutive quarters in the period ended September 30,
2009.  At September 30, 2009, the Company had an accumulated
deficit of $1.03 billion.  The Company incurred net cash outflows
from operations of $55.2 million and $225.1 million in 2008 and
2007 respectively.  Cash used in operations was $89.2 million
during the nine months ended September 30, 2009.  The Company
said it expects to continue to incur losses and negative cash
flows from operations over at least the remainder of 2009.

The Company's only committed source for borrowings is a credit
facility in China.  During the third quarter of 2009, a
$263.5 million credit facility expired and was not renewed.  The
remaining approximately $58.6 million credit facility expires in
the fourth quarter of 2009.

While improvements in operating results, cash flows and liquidity
are anticipated as management's initiatives to control and reduce
costs while maintaining and growing its revenue base are fully
implemented, the Company believes its recurring losses and
expected negative cash flows from operations raise substantial
doubt about its ability to continue as a going concern.  The
Company's  independent registered public accounting firm included
an explanatory paragraph highlighting this uncertainty in the
Company's annual Report on Form 10-K for the year ended
December 31, 2008.

                          About UTStarcom

UTStarcom, Inc. (Nasdaq: UTSI) -- http://www.utstar.com/-- is a
global leader in IP-based, end-to-end networking solutions and
international service and support.  The Company sells its
solutions to operators in both emerging and established
telecommunications markets around the world.  UTStarcom enables
its customers to rapidly deploy revenue-generating access services
using their existing infrastructure, while providing a migration
path to cost-efficient, end-to-end IP networks.  The Company was
founded in 1991 and is headquartered in Alameda, California.


VALCOM INC: MaloneBailey LLP Raises Going Concern Doubt
-------------------------------------------------------
MaloneBailey, LLP, in Houston, expressed substantial doubt about
ValCom, Inc. ability to continue as a going concern after auditing
the Company's consolilidated financial statements as of and for
the years ended September 30, 2009 and 2008.  The independent
auditors reported that the Company has suffered losses from
operations and has a working capital deficit.

The Company initially filed its Form 10-K for fiscal 2009 on
February 16, 2010, which was unaudited.  This was reported in the
Troubled Company Reporter on February 22, 2010.

ValCom, Inc. reported a restated net loss of $1,915,499 on
revenues of $766,355 for the fiscal year ended September 30, 2009,
compared to a restated net loss of $510,130 on revenues of
$935,691 for fiscal year 2008.  The decrease in revenue was
principally due to reduced production activity.

At September 30, 2009, the Company's restated balance sheets
showed $1,232,062 in total assets and $1,912,492 in total
liabilities, resulting in a $680,430 shareholders' deficit.

The Company's balance sheets at September 30, 2009, also showed
strained liquidity with $702,703 in total current assets available
to pay $1,912,492 in total current liabilities.

A full-text copy of the Company's amended annual report for fiscal
year 2009 is available for free at:

                  http://researcharchives.com/t/s?558b

                        About ValCom Inc.

Headquartered in Indian Rocks Beach, Florida, ValCom, Inc. (OTC
BB: VLCO) -- http://www.valcom.tv/-- is a diversified, fully
integrated, independent entertainment company that has been in
operation since 1983.  ValCom, Inc., through its operating
divisions and subsidiaries, creates and operates full service
facilities that accommodate film, television and commercial
productions with its four divisions comprised of studio and
rental, television and film, broadcasting, and live theater.

On July 14, 2007, the Company voluntarily filed for protection
under Chapter 11 of the U.S. Bankruptcy Code.  The Company emerged
from bankruptcy the following year.


VALENCE TECHNOLOGY: Sells 1.08-Mil. Shares of Stock to Berg & Berg
------------------------------------------------------------------
Valence Technology Inc. said it sold $1.0 million of its common
stock to Berg & Berg Enterprises LLC, an affiliate of Carl E.
Berg, who is the Chairman of the Company's Board of Directors.

Under the terms of the agreement, the company issued 1,086,957
shares of our common stock, par value $0.001 per share, in a
private placement transaction exempt from the registration
requirements of the Securities Act of 1933.  Berg & Berg
Enterprises purchased these shares at $0.92 per share.

The purchase price per share equaled the closing bid price of
the company's common stock as of February 22, 2010.

Under Rule 144 of the Securities Act, these shares are restricted
from being traded by Berg & Berg Enterprises, LLC for a period of
six months from the date of issuance, unless registered, and
thereafter may be traded only in compliance with the volume
restrictions imposed by this rule and other applicable
restrictions.

A full-text copy of the summary of the terms of the purchase is
available for free at http://ResearchArchives.com/t/s?5564

                      Going Concern Doubt

The Company has incurred operating losses each year since its
inception in 1989 and had an accumulated deficit of $570.1 million
as of September 30, 2009.  For the three and six month periods
ended September 30, 2009, the Company sustained net losses
available to common stockholders of $6.2 and $12.4 million,
respectively.  For the three and six month periods ended
September 30, 2008, the Company sustained net losses available to
common stockholders of $6.2 and $11.8 million, respectively.  The
Company believes these factors, among others, raise substantial
doubt about its ability to continue as a going concern.

                    About Valence Technology

Based in Austin, Texas, Valence Technology, Inc. (NASDAQ: VLNC) --
http://www.valence.com/-- develops, manufactures and sells high-
energy power systems utilizing its proprietary phosphate=based
lithium-ion technology for diverse applications, with special
emphasis on portable appliances and future generations of hybird
and electric vehicles.


VALLES & ASSOCIATES: Case Summary & 6 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Valles & Associates, LLC
        PO Box 434
        Hollister, CA 95024

Bankruptcy Case No.: 10-51813

Chapter 11 Petition Date: February 25, 2010

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

Judge: Arthur S. Weissbrodt

Debtor's Counsel: William C. Lewis, Esq.
                  Law Offices of William C. Lewis
                  510 Waverly St.
                  Palo Alto, CA 94301
                  Tel: (650) 322-3300
                  Email: ecf@williamclewis.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
6 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/canb10-51813.pdf

The petition was signed by Albert Valles Jr., managing member of
the Company.


VIKING SYSTEMS: Squar Milner Raises Going Concern Doubt
-------------------------------------------------------
Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego,
Calif., expressed substantial doubt about Viking 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, 2009, and 2008.  The independent auditors
noted that the Company has incurred significant net losses during
the years ended December 31, 2009, and 2008, and at December 31,
2009, has insufficient working capital to fund its planned
operations during 2010.

As of December 31, 2009, the Company had $721,121 of cash and cash
equivalents and a net working capital balance of $732,593.
Management believes that the Company's existing cash resources,
combined with projected cash flows from operations are not likely
be sufficient to execute its business plan and continue operations
for the next twelve months.  Management has taken steps to
increase certain of the Company's operating expenses in 2010 as it
believes that these increases are necessary for the Company to
achieve profitability and positive cash flow in the future.

                      Full-Year 2009 Results

Viking Systems reported sales of $7,218,994 and a net loss of
$1,074,319 for the year ended December 31, 2009, compared to sales
of $6,426,996 and a net loss of $5,752,057 in the same period
ended December 31, 2008.

For the year ended December 31, 2009, gross profit amounted to
$1,901,450, or 26% of revenue compared with $645,141, or 10% of
revenue, for 2008.  Gross profit was adversely impacted during
2008 due to the recording of approximately $312,000 of inventory
reserves for slow moving and obsolete inventory.  Excluding the
charge for slow moving and obsolete inventory, gross margin was
approximately 16% of revenue for the year ended December 31, 2008.
The increases in gross margin percentage for 2009 is due to a
favorable sales mix of higher margin products as well as higher
production volumes resulting in lower per unit manufacturing
costs.

The Company incurred total operating expenses of $3,232,969 for
the year ended December 31, 2009, compared with $5,279,068 for the
year ended December 31, 2008.  Excluding non-cash stock-based
compensation expense, total operating expenses for 2009 and 2008
were $2,640,619 and $4,192,678, respectively.  This represents a
decrease of 37% in operating expenses.  This decrease in total
operating expenses for both periods is due largely to the
Company's continued cost reduction efforts.

As a result of increased sales, higher margins and reduced
operating expenses the Company has substantially reduced its
operating losses.  For the twelve month periods ended December 31,
2009, and 2008, the Company incurred operating losses of
$1,331,519 and $4,633,927, respectively.

                          Balance Sheet

At December 31, 2009, the Company's balance sheets showed total
assets of $2,952,664, total current liabilities of $2,048,970, and
total stockholders' equity of $903,694.

A full-text copy of the Company's annual report for 2009 is
available at no charge at http://researcharchives.com/t/s?55ae

                       About Viking Systems

Based in Westborough, Mass., Viking Systems, Inc. (OTC BB: VKNG)
http://www.vikingsystems.com/-- is a developer, manufacturer and
marketer of 2D and 3D visualization solutions for complex
minimally invasive surgery.  The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.


VISTEON CORP: Gets Nod to Implement 2010 Incentive Plan
-------------------------------------------------------
Bankruptcy Judge Christopher Sontchi has confirmed Visteon Corp.'s
authority to implement the 2010 Annual Incentive Plan.  The Court
further held that any payments made under the 2010 Annual
Incentive Plan will not be subject to any avoidance action,
clawback, or similar remedy.

The 2010 Annual Incentive Plan is designed to incentivize about
1,300 employees a maximum of $35.4 million for the achievement of
adjusted EBITDA targets in March 2011.  Insiders of the Debtors
are entitled up to $5.9 million of the $35 million aggregate
award pool upon the achievement of certain performance targets.

Judge Sontchi overruled the objections raised by the IUE-CWA, the
Industrial Division of the Communications Workers of America,
AFL-CIO, CLC, the International Union, United Automobile,
Aerospace and Agricultural Implement Workers of America and the
U.S. Trustee.

Prior to the entry of the Court's order, the IUE-CWA asserted
that the Debtors have not met their burden of proving that the
Proposed AIP (i) is in the ordinary course of business, (ii) is
not a retention plan for insiders, and (iii) is acceptable in the
facts and circumstances of the Debtors' cases.  The IUE-CWA added
that the Debtors have presented no evidence that achieving the
target adjusted EBITDA would require the individual officers to
engage in any exceptional performance, that the target adjusted
EBITDA is a "stretch", or that the Proposed AIP is consistent
with plans used in the past, or with applicable industry
standards.

For its part, the UAW disputed the Debtors' threshold contention
that the AIP provides for bonus payments made in the ordinary
course of business and thus, should be evaluated under the
lenient "sound business judgment" standard applicable to these
kind of transactions.  The UAW noted that even under the noted
standard, the AIP, if implemented, does not reflect sound
business judgment and should not be permitted.

Roberta A. DeAngelis, the Acting United States Trustee for Region
3, objected to the AIP, asserting that the Debtors have not
satisfied their burden under Section 503(c)(1) of the Bankruptcy
Code of demonstrating that payments under the AIP are not
retention payments to "insiders."  The U.S. Trustee also objected
to the Debtors' assertions that the AIP is within the ordinary
course of business.  She averred that while the 2010 AIP Motion
states that the 2010 EBIDTA targets are challenging, the Debtors
have provided no analysis to support that assertion.

The Official Committee of Unsecured Creditors asserted that the
adjusted EBITDA targets should be further refined so they are
self-funding.  The Committee also noted that the EBITDA targets
excluded the impact of certain non-recurring items like any
litigation settlement, including with Ford Motor Company, and
asset sales.  To address the Committee's concern, the Debtors
agreed to a $50 million upward adjustment to the adjusted EBITDA
target.  With this adjustment, the Committee withdrew its
objection and fully supported the 2010 AIP.

Moreover, the Debtors argued that the unions offered no support
for second-guessing the Debtors' business judgment.  The Debtors
asserted that the broad-based 2010 AIP is similar in construction
to all of Visteon's previous annual incentive plans; closely
resembles annual incentive plans of 15 of Visteon's automotive
supplier peers, four of which have undergone chapter 11
restructuring; and is entirely consistent with the Court' stated
views on incentive plans.

                        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: Receives Nod for $11MM Settlement with IBM
--------------------------------------------------------
Visteon Corp. and its units obtained the Court's authority to
enter into a settlement agreement, dated January 27, 2010, with
International Business Machines Corporation.

In conjunction with their entry into the Settlement Agreement,
the Debtors also ask the Court for permission to:

  (a) assume an Information Technology Outsourcing Agreement,
      dated September 1, 2002; and

  (b) purchase certain assets from IBM pursuant to the
      Settlement Agreement.

The Debtors and IBM have operated since 2002 under an IBM
Contract, pursuant to which IBM provides comprehensive services
and resources to support the Debtors' global information
technology needs.  The IBM Contract specifically provides for
IBM's provision to the Debtors of services, which include (i)
application development and maintenance of numerous software and
computer systems used by the Debtors, (ii) mainframe services,
(iii) host servicing for all non-mainframe servers, (iv) network
services, and (v) IT administrative and support services.

"Indeed, given the expansiveness of services provided to Visteon
by IBM, any disruption in such services without a transition
period would render Visteon unable to use critical IT systems and
would likely require Visteon to shutdown operations," says Mark
M. Billion, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware.

Since the execution of the IBM Contract more than seven years
ago, the Contract has been amended and restated about 38 times.
The Debtors have paid IBM more than $1.3 billion in the aggregate
under the IBM Contract, which payments comprise of amounts due to
IBM totaling more than $150 million annually.

During the pendency of their Chapter 11 cases, the Debtors relate
that they have actively addressed their IT needs with the
intention of securing a contract with clarified payment
mechanisms, improved economics, and service provisions better
matched to their post-emergence operations.  However, although
they were open to contracting with a new IT service provider, the
Debtors estimated that contracting with one or more service
providers in lieu of IBM would require the expenditure of an
additional $13.7 million and up to an additional 12 months for
completion of the requisite analysis and execution of necessary
agreements with the selected vendor or vendors.  In addition, the
Debtors note, the operational risks, including the risk of data
loss associated with moving to a new vendor, are substantial.

Accordingly, the Debtors determined it to be in the best interest
of their estates to maintain a going forward relationship with
IBM.

Nevertheless, the Debtors acknowledge that their relationship
with IBM has not been without dispute.  The Parties have had
certain ongoing disputes regarding the interpretation of certain
language in the IBM Contract concerning payable fees to IBM.
Specifically, disputes include those concerning (i) the Debtors'
invocation of a "Business Impacts" provision under the contract
allowing for the reduction of IBM fees in connection with reduced
Visteon demand for services; (ii) equitable adjustments to
certain fixed fee charges associated with IBM's management of the
delivery of services to the Debtors in the face of the Debtors'
reduced consumption of services; (iii) the Debtors' reduction in
their use of and payments for application development and
maintenance services; (iv) rates charged by IBM for certain
services provided via its primary subcontractor, (v) IBM's
performance of obligations to refresh the Debtors' network
environment, and (vi) the Debtors' centralized approach to
administering their contractual fee withhold remedy.

And as previously reported, IBM filed a motion seeking relief
from the automatic stay in December 2009 so it could exercise its
termination rights under the IBM Contract.  In the alternative,
IBM asked the Court to compel the Debtors to assume or reject the
IBM Contract within 10 days.  IBM also sought an immediate
payment from the Debtors of more than $6 million relating to
services allegedly provided under the IBM Contract for the
postpetition period through October 31, 2009, or, in the
alternative, a Court confirmation that IBM's claimed amount is an
administrative expense.

To resolve their dispute and the issues raised in IBM's Lift Stay
Motion, the Parties negotiated a Settlement Agreement, which
provides that:

  (a) The Debtors will assume the IBM Contract, as amended by
      the terms of the Settlement Agreement, and pay to IBM a
      cure, pursuant to Section 365 of the Bankruptcy Code, in
      the aggregate amount of $11,258,765 plus certain fees to
      be invoiced and paid in the ordinary course prior to the
      effective date of assumption.  The Cure Amount consists of
      $6,572,712 for prepetition claims and $4,686,053 for
      postpetition claims;

  (b) IBM will promptly cancel and withdraw certain disputed
      line items from the Debtors' invoices.  IBM agrees and
      acknowledges that none of the charges set forth in those
      invoice line items will be due or owing or subject to any
      future invoice or IBM demand for payment;

  (c) The Parties will amend the IBM Contract by eliminating
      certain services and clarifying and eliminating the
      disputed contractual language;

  (d) IBM will continue to provide certain services to the
      Debtors with clarified pricing, payment, and termination;

  (e) The Debtors will distribute a portion of the aggregate
      cure amount directly to, and will pay the previously
      disputed increased rates associated with services provided
      by, IBM's primary subcontractor for ADM Services, and IBM
      will pass-through appropriate amounts of those payments to
      that subcontractor;

  (f) IBM will withdraw or amend its proofs of claim numbered
      345, 2831, and 3197 in the Debtors' Chapter 11 cases,
      asserting claims in the aggregate amount of more than
      $28 million, and claims in connection with the IBM Contract
      will be deemed expunged as of the Closing Date of the
      Settlement Agreement;

  (g) Each Party will defend and indemnify the other Party, its
      affiliates, and its subcontractors from and against
      certain third-party claims and actions as set forth under
      the Settlement Agreement;

  (h) Each Party will release certain claims against the other
      Party related to the IBM Contract; and

  (i) The Debtors will acquire from IBM all right, title, and
      interest in and to certain IT equipment used by them
      but owned by IBM for an acquisition price of approximately
      $1.6 million.

In connection with the Settlement Agreement, the Debtors have
entered into an agreement with IBM's primary subcontractor for
ADM Services, effective concomitantly with approval of the
amended IBM Contract, under which a material amount in IBM fees
will be returned to the Debtors in the form of a credit.

The Debtors expect the Settlement with IBM to result in savings
with a value of more than $21 million on a going forward basis
through September 2012.

The Debtors further seek the Court's authority to file the
Settlement Agreement and IBM Contract under seal.  The Debtors
assert that the Settlement Agreement and the IBM Contract contain
information that the Parties, IBM in particular, regard as highly
sensitive and not subject to public disclosure.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Wins Approval of Van Buren Settlement
---------------------------------------------------
Visteon Corp. and its units obtained approval of a settlement
agreement by and among (i) Visteon Corporation and State Street
Bank and Trust Company of Connecticut, National Association, in
its capacity as trustee for the Oasis Holdings Statutory Trust, a
Connecticut statutory trust of which Visteon Corp. is the sole
beneficiary, on the one hand, and (ii) the Charter Township of
Van Buren, on the other hand.

The Debtors' corporate headquarters, located in the Van Buren
Township, encompasses a number of land parcels and nine
buildings, which are subject to property tax valuation and
assessment within the Township.

The Township assisted the Debtors in financing the construction
of a Visteon Village by issuing certain bonds supported by the
full faith and credit of the Township.  The Township primarily
relies on the property taxes it collects from the Debtors to
service the debt obligations owing on account of the Township
Bonds.

The Debtors relate that since the Petition Date, they have paid
the Township an amount equal to $2.95 million, comprised of the
principal amount of unpaid real estate tax bills that were due on
and after May 29, 2009 and unpaid 2009 real estate tax bills due
in February 2010.

For the purposes of computing real estate taxes, the Township
currently values the Visteon Village at approximately
$165 million.  Due to recent turmoil in the real estate market in
Michigan and throughout the United States, the Debtors believe
that the Visteon Village is worth substantially less than its
original value.

Accordingly, in September 2009, the Debtors began negotiations
with the Township to obtain a reduction of the assessed value of
the Visteon Village.  The Debtors informed the Township that they
would likely have to commence litigation against the Township if
the parties were unable to reach an agreement on a reduced tax
assessed value for the Visteon Village.  Subsequently, the
Township engaged appraisers to value the property and the parties
engaged in negotiations on the tax assessed value of the Visteon
Village.

The Debtors and the Township are also parties to certain
industrial facility tax agreements that provide the Debtors tax
abatements to locate their operations in the Township and to
satisfy certain other obligations.  As a result of economic
conditions, the Debtors have been unable to meet certain
obligations under the Tax Abatement Agreements in connection with
staffing levels at the Visteon Village, entitling the Township to
seek revocation of those Agreements.

Subsequent, the parties engaged in negotiation to resolve their
dispute and ultimately executed a settlement agreement on
January 25, 2010, which provides that:

  (a) Effective December 31, 2009, the Township will set the
      fair value of the Visteon Village at $60 million for real
      estate property tax purposes, resulting in a taxable and
      assessed value of the Visteon Village equal to
      $30 million;

  (b) On or before the effective date of the Debtors' plan of
      reorganization, the Debtors will pay the Township
      $2.2 million in cash;

  (c) The Township will file with the Court, and the Debtors
      will not object to, a proof of claim for a general
      unsecured claim for $9,831,427 against the Debtors for
      remaining amounts owing to the Township in connection with
      the Tax Abatement Agreements; provided that the Debtors
      will be permitted to reduce on a dollar-for-dollar basis
      the amount distributed, if any, pursuant to that general
      unsecured claim up to $2.2 million;

  (d) The Township agrees that the Debtors' good faith inability
      to meet their commitments in the Tax Abatement Agreements
      will not be a basis to void or cancel the Tax Abatement
      Agreements; and

  (e) To the extent that the property tax payments made with
      respect to the Visteon Village are inadequate to permit
      the Township to meet its payment obligations on the
      Township Bonds, the Debtors agree to negotiate with the
      Township in good faith to determine the amount of the
      shortfall with respect to those bonds and make a non-tax
      payment, payment in-lieu-of tax, to the Township to assist
      the Township in making timely payments on the Township
      Bonds.

The Debtors believe the Settlement Agreement represents a fair
and reasonable resolution of their dispute with the Township.
The Debtors expect to generate substantial future tax savings
from the approximately $100 million reduction in the assessable
value of the Visteon Village and the maintenance of the Tax
Abatement Agreements, which savings will over time exceed the
costs of the Settlement Agreement.

Moreover, the Debtors assert, entering into the Settlement
Agreement avoids potentially protracted and costly litigation
with the Township, with respect to which the result is uncertain.

                        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)


WASHINGTON MUTUAL: Equity Panel Gets Nod for Delaware Counsel
-------------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of Equity
Security Holders in Washington Mutual Inc.'s cases to engage the
services of Benesch, Friedlander, Coplan & Aronof LLP, as its
Delaware and conflicts counsel, effective as of January 11, 2010.

Prior to the entry of the Order, the Debtors reiterated in a
statement filed with the Court that since they are insolvent,
there will be no meaningful recovery to equity holders in their
Chapter 11 cases.  The Debtors asserted that as equity security
holders lack any economic interest, the retention of conflicts
counsel by the Equity Committee will be costly to their estates
without any corresponding benefit.

The Official Committee of Unsecured Creditors also reserved its
rights to object to fee applications, if any, that Benesch may
submit.

According to Michael Willingham, chairman of the Equity
Committee, Benesch, with Benesch Friedlander's broad-based
experience in reorganization proceedings, the firm will be able
to represent, and perform services for, the Equity Committee in
connection with carrying out its fiduciary duties and
responsibilities under Section 1103(c) of the Bankruptcy Code.

As Delaware and conflicts counsel to the Equity Committee,
Benesch will charge these hourly rates for the services it is
contemplated to render:

    Professional                 Hourly Rate
    ------------                 -----------
    Partners                     $340 to $725
    Associates                   $230 to $360
    Paralegals                   $175 to $230
    Administrative Assistants    $115 to $120
    Document Clerks              $115 to $120

Benesch will also be reimbursed for necessary out-of-pocket
expenses it incurs or has incurred.

Bradford J. Sandler, Esq., at Benesch Friedlander Coplan &
Aronoff LLP, in Wilmington, Delaware, tells the Court that his
firm is a disinterested person as that term is defined under
Section 101(14) of the Bankruptcy Code.

                     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: Equity Panel Gets Nod for Venable as Counsel
---------------------------------------------------------------
The Official Committee of Equity Security Holders in Washington
Mutual Inc.'s cases obtained the Bankruptcy Court's authority to
retain Venable LLP, as its counsel, effective as of January 11,
2010.

In a statement filed with the Court, the Debtors insisted that
equity security holders "lack any economic interest" in the
Chapter 11 cases.  The Debtors contended that since they are
insolvent, there will be no meaningful recovery to equity holders
in the cases.  Accordingly, the Debtors asserted that the Equity
Committee's retention of counsel will be costly to their estates
without any corresponding benefit.

Similarly, the Official Committee of Unsecured Creditors reserved
its rights to object to any requests for compensation by Venable.

Venable is nationally recognized for its extensive experience and
expertise in bankruptcy proceedings.  Accordingly, the firm is
qualified to represent the Equity Committee in carrying out its
fiduciary duties under Section 1103(c) of the Bankruptcy Code,
Equity Committee Chairman Michael Willingham relates.

In its representation of the Equity Committee, Venable's
professionals will charge in accordance with these hourly rates:

     Professional           Hourly Rate
     ------------           -----------
     Partners               $465 to $725
     Associates             $295 to $425
     Paralegals             $185 to $245

Venable will also be reimbursed for its necessary out-of-pocket
expenses.

Gregory A. Cross, a member at Venable LLP, in New York, assures
the Court that his firm is a "disinterested person" as that term
is defined under Section 101(14) of the Bankruptcy Code.

                     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: Toscafund's Equity Stake Now 0%
--------------------------------------------------
In an Amended Form 13G regulatory filing with the Securities and
Exchange Commission dated February 10, 2010, Toscafund Asset
Management LLP disclosed that it is not deemed to beneficially
own any share of Washington Mutual, Inc. common stock as of the
reporting date.

Toscafund Asset previously held a 6.2% equity stake.

                     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).


WASTEQUIP INC: S&P Affirms Corporate Credit Rating at 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'CCC+'
corporate credit rating on Charlotte, N.C.-based waste handling
equipment producer Wastequip Inc. and removed the ratings from
CreditWatch with negative implications, where S&P had placed them
on Sept. 17, 2009.  The outlook is negative.

At the same time, S&P lowered the company's senior secured debt
ratings to 'CCC+' from 'B-'.  S&P also revised the recovery rating
on the debt to '3', indicating S&P's expectations for meaningful
(50%-70%) recovery in the event of a payment default, from '2',
indicating a substantial (70%-90%) recovery.

"The ratings affirmation on Wastequip reflects its somewhat
stabilizing end markets and S&P's expectation that operating
performance shouldcontinue to stabilize in 2010," said Standard &
Poor's credit analyst Helena Song.  "S&P believes that this should
contribute to less pressure on the company's liquidity position
and reduce the near-term likelihood of the company exercising its
pay-in-kind (PIK)-toggle feature.  The negative outlook reflects
that continuing weak operating environment, tight financial
covenant requirements, and high leverage remain significant risk
factors."


WENTWORTH ENERGY: Names Jack Evan as Member of the Board
--------------------------------------------------------
Wentworth Energy Inc. elected Jack B. Evans to serve as a member
of the Company's board of directors and audit committee.  Mr.
Evans has over 30 years of financial and accounting experience
with both public and private companies.  Mr. Evans, a Certified
Public Accountant, has operated a private accounting practice
since 1983.  Mr. Evans also holds a Bachelor of Arts degree from
the University of Houston.

                     About Wentworth Energy

Wentworth Energy, Inc., is an exploration and production company
engaged in oil and gas exploration and production in East Texas.
The Company's strategy is to lease all of its property in exchange
for royalty interests and working interest participation in
shallow zones.

At September 30, 2009, the Company had $20,681,739 in total assets
against $66,055,680 in total liabilities, resulting in
stockholders' deficit of $45,373,941.  The September 30 balance
sheet showed strained liquidity: The Company had $836,858 in total
current assets against $65,910,163 in total current liabilities.

                          Going Concern

Wentworth Energy noted it has incurred significant, recurring
losses from operations, has a working capital deficiency, and is
in default of the terms of its senior secured convertible notes
and convertible debentures.  These factors raise substantial doubt
about the Company's ability to continue as a going concern.


WILLIAMS 123 LLC: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Williams 123, LLC
        1821 26th Street Ct NW
        Gig Harbor, WA 98335

Bankruptcy Case No.: 10-41351

Chapter 11 Petition Date: February 25, 2010

Court: United States Bankruptcy Court
       Western District of Washington (Tacoma)

Judge: Paul B. Snyder

Debtor's Counsel: Noel P. Shillito, Esq.
                  Shillito & Giske PS
                  1919 N Pearl St Ste C2
                  Tacoma, WA 98406
                  Tel: (253) 572-4388
                  Email: shillito@callatg.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 $2,215,222,
and total debts of $1,466,194.

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

The petition was signed by Ned Williams, managing member of the
Company.


XERIUM TECHNOLOGIES: Gets April 1 Extension of Covenant Waivers
---------------------------------------------------------------
Xerium Technologies, Inc., has secured from certain of its lenders
a fourth extension of its existing temporary loan covenant waivers
until April 1, 2010.  The lenders have extended the existing loan
covenant waivers in order to facilitate continued negotiations for
a comprehensive recapitalization of the Company.

Pursuant to the extension, certain lenders have agreed to extend
the previous waivers of any defaults resulting from the Company's
failure to comply with certain financial covenants under its
credit agreement for the quarters ended September 30, 2009 and
December 31, 2009, and to waive any defaults under agreements
creating the Company's existing hedging obligations and to extend
the forbearance thereof.  Additionally, the requirement that the
Company's audited financial statements for the year ended December
31, 2009 be accompanied by an audit opinion unqualified as to
"going concern" has been waived permanently.

"We continue to work with our lenders towards finalizing an
agreement within the prescribed framework," commented Stephen R.
Light, Xerium's Chairman, CEO and President.  "We continue to
caution you that there can be no assurance that we will complete
these negotiations in the time frame specified and no assurance
that the required one hundred percent of lenders will vote in
favor of any transaction substantially consistent with the
framework in order to implement the recapitalization without court
assistance."

                   About Xerium Technologies

Xerium Technologies, Inc. /quotes/comstock/13*!xrm/quotes/nls/xrm
(XRM 0.76, -0.02, -2.56%) is a leading global manufacturer and
supplier of two types of consumable products used primarily in the
production of paper: clothing and roll covers. The Company, which
operates around the world under a variety of brand names, utilizes
a broad portfolio of patented and proprietary technologies to
provide customers with tailored solutions and products integral to
production, all designed to optimize performance and reduce
operational costs. With 32 manufacturing facilities in 13
countries around the world, Xerium has approximately 3,300
employees.


YRC WORLDWIDE: Complete Sale of $49.8-Mil. Convertible Sr. Notes
----------------------------------------------------------------
YRC Worldwide Inc. completed the sale of $49.8 million in
aggregate principal amount of its 6% Convertible Senior Notes due
2014 to certain investors pursuant to the first closing under the
Note Purchase Agreement, dated February 11, 2010, by and among the
Company, its guarantor subsidiaries and the Investors.

The Note Purchase Agreement provides for the sale of up to
$70 million of the Notes to the Investors in two closings.  The
Notes were sold in reliance upon an exemption from registration
under the Securities Act of 1933, as amended, and in connection
therewith, each Investor has represented to the Company, among
other things, that it is an "accredited investor" with the meaning
of Rule 501(a) of Regulation D under the Securities Act.

The Notes were issued pursuant to an Indenture, dated as of
February 23, 2010, among the Company, as issuer, the Guarantors
and U.S. Bank National Association, as trustee.

The Indenture contains customary events of default.  If an event
of default occurs and is continuing, the trustee or holders of at
least 25% in principal amount of the outstanding Notes may declare
the principal, accrued and unpaid interest, if any, and liquidated
damages, if any, on all the Notes to be due and payable
immediately.  Certain events of bankruptcy or insolvency are
events of default which will result in the Notes becoming due and
payable immediately upon the occurrence of such events of default.

The Company used the proceeds of the Notes to:

   * satisfy and discharge the Indenture governing the 8 1/2%
     Guaranteed Notes due April 15, 2010, of its subsidiary, YRC
     Regional Transportation, Inc., and to redeem all of the
     outstanding $44,957,000 in aggregate principal amount of the
     8 1/2% Notes, and

   * fund fees and expenses of the transaction.  The Company plans
     to use the remaining proceeds for general corporate purposes.

A full-text copy of the company's indenture is available for free
at http://ResearchArchives.com/t/s?5586

                        About YRC Worldwide

YRC Worldwide Inc., a Fortune 500 company headquartered in
Overland Park, Kan., -- http://yrcw.com/-- is one of the largest
transportation service providers in the world and the holding
company for a portfolio of successful brands including YRC, YRC
Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland and
Reddaway.  YRC Worldwide has the largest, most comprehensive
network in North America with local, regional, national and
international capabilities.  Through its team of experienced
service professionals, YRC Worldwide offers industry-leading
expertise in heavyweight shipments and flexible supply chain
solutions, ensuring customers can ship industrial, commercial and
retail goods with confidence.

At September 30, 2009, the Company had $3.281 billion in total
assets against total current liabilities of $1.687 billion, long-
term debt, less current portion of $892.0 million, deferred
income taxes, net of $131.4 million, pension and post retirement
of $384.9 million, and claims and other liabilities of
$410.2 million, resulting in shareholders' deficit of
$225.5 million.

According to the Troubled Company Reporter on Feb. 26, 2010, Fitch
Ratings has assigned a rating of 'C/RR6' to YRC Worldwide's
new 6% senior unsecured convertible notes due 2014.  The first
tranche of new notes, totaling $49.8 million, was issued on
Feb. 23, 2010.  Proceeds from this tranche will be used to repay
the $45 million in remaining outstanding principal on YRC Regional
Transportation Inc.'s 8.5% senior secured notes (known as the USF
notes).


ZAYAT STABLES: Derby May Save Stables from Fifth Third Bank
-----------------------------------------------------------
Bill Rochelle at Bloomberg News reports that the success of a colt
named Eskendereya may end up creating enough value so Zayat
Stables LLC avoids being liquidated at the insistence of Fifth
Third Bank, a secured lender owed more than $34 million.  The
horse is one of the early favorites for this year's Kentucky
Derby.

Zayat filed for Chapter 11 reorganization on Feb. 3 in Newark,
contending that Fifth Third Bank was engaging in "predatory
lending practices."  The bank's effort to have a receiver
appointed was halted by the bankruptcy filing.

                        About Zayat Stables

Hackensack, New Jersey-based Zayat Stables owns of 203
thoroughbred horses.  The horses, which are collateral for the
bank loan, are worth $37 million, according an appraisal mentioned
in a court paper.  Ahmed Zayat said in a court filing that he
personally invested $40 million in the business.

The Company filed for Chapter 11 bankruptcy
protection on February 3, 2010 (Bankr. D. N.J. Case No. 10-13130).
The Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


ZAYO GROUP: S&P Assigns Corporate Credit Rating at 'B'
------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a first-time
corporate credit rating of 'B' to Louisville, Colorado-based Zayo
Group LLC.  At the same time, S&P assigned a 'B-' issue-level
rating and '5' recovery rating to the company's proposed
$225 million of senior secured first-priority notes due 2017.  The
'5' recovery rating indicates expectations for modest (10%-30%)
recovery of principal in the event of payment default.  Pro forma
for the transaction, the company will have $239 million in debt
and capital lease obligations.  The outlook is stable.

"The ratings on Zayo reflect a highly leveraged capital structure
and expansion risk as S&P expects the company to remain an
aggressive consolidator of regional fiber-based telecom networks,"
said Standard & Poor's credit analyst Naveen Sarma.  Other factors
include significant capital expenditure requirements to grow the
fiber-to-the-tower business, which will likely delay free cash
flow generation for the near term; and the company's small scale
and lack of geographic diversification.  Tempering factors include
its niche position within the regional-based telecom network
sector serving smaller, less competitive markets and predictable
revenue stream with sizable contractual revenue backlog.


ZEPHYR LAND: Filed for Chapter 11 Bankruptcy in North Carolina
--------------------------------------------------------------
Zephyr Land Holdings LLC filed for Chapter 11 Bankruptcy in the
U.S. Bankruptcy Court for the Eastern District of North Carolina.
According to StarNews Online, the Company said it has
$8.32 million in assets and $7.29 million in liabilities, of which
$3 million is owed to Paragon Financial Investors LLC of Colorado.
Paragon Financial filed a notice of foreclosure suit against the
company and certain officials seeking about $3 million.  Zephyer
Land Holding LLC is a property developer.


* Ex-FDIC Chair's Group Raising $1-Bil. to Buy Failed Banks
-----------------------------------------------------------
David Mildenberg and Jonathan Keehner at Bloomberg News report
that William Isaac, the Federal Deposit Insurance Corp.'s former
chairman, is leading a group of ex-regulators and bankers raising
$1 billion to buy failed lenders in the U.S. Southeast.

Bloomberg, citing people briefed on the plan, said Mr. Isaac will
chair the investment group, called BSE Management LLC.  According
to the report, David Moffett, who stepped down as chief executive
officer of Freddie Mac last year, and former Office of Thrift
Supervision regional director John Ryan will help run BSE.

During 2009, a total of 140 FDIC-insured institutions with assets
of $169.7 billion failed, at an estimated cost of $37.4 billion to
the Federal Deposit Insurance Corp.

The FDIC has 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.


* Two Oklahoma Hotels Scheduled for Absolute Auction
----------------------------------------------------
National Commercial Auctioneers has scheduled to sell to the
highest bidder two operating hotels in Oklahoma.  One property is
a 139 room Quality Inn next to Oklahoma State University in
Stillwater and the other property is a 138 room Quality Inn
located in Ponca City.  Both properties are managed by a Court
appointed receiver.

"These properties have exceptional upside potential given their
excellent locations, size and features," comments Stephen Karbelk,
CAI, AARE, President and Founder of National Commercial
Auctioneers, the commercial real estate auction company hired by
the Receiver to liquidate the properties.  "These full-service
properties have a history of generating over $1.3 million a year
in cash flow and I think there is even more upside."

For the hotel operator that is looking to invest in the college
town environment, the Quality Inn Stillwater hotel is perfect.
With its 20,000+ person student body and its NCAA Division 1
rating, Oklahoma State University is an established university
with significant long-term growth plans.

In Ponca City, this property is located right on Hwy 77 and
benefits from the nearby ConocoPhillips facility that employs
approximately 1,500 people.  Ponca City is host to the Grand
National Moto-Cross each summer and the famous 101 Ranch Rodeo.
Currently under construction is the 46 acre $21,900,000 Ponca City
Family Aquatic Center YMCA that will open in late 2010.  This
property also has two local hot spots -- Hero's Restaurant and
Spirits Lounge.  Both are popular establishments frequented by
locals and even attract local and regional live entertainment.

The auctions are scheduled for April 2, 2010 starting with the
Stillwater property at 11:00AM and the Ponca City property at
3:00 p.m.  All auctions will be held on-site.  The properties will
also be open for inspection by prospective buyers on March 22 and
March 29 from 10:00 a.m. to 3:00 p.m. plus the day of the auction
and by appointment, as needed.  The properties will be sold to the
highest bidder.

                           About NCA


About National Commercial Auctioneers, LLC, is a nationwide
auction company that specializes in the sale of commercial real
estate at auction for banks, receivers and bankruptcy courts.


* Attorney Shira D. Weiner Joins KCC as Director
------------------------------------------------
Kurtzman Carson Consultants disclosed that Shira D. Weiner joined
the company as Director, Corporate Restructuring Services in its
New York office.  Weiner brings nearly a decade of corporate
restructuring and financial law experience as a former associate
at the New York offices of Friedman Kaplan Seiler & Adelman LLP
and Weil, Gotshal & Manges LLP.  In her new role, Weiner will
support the company's growth initiatives as a member of the
business development team as well as contribute her professional
experience to key corporate restructuring client engagements.

"We're delighted to have Shira join the team.  Her extensive legal
expertise and knowledge of corporate restructuring are an added
value to our clients," said Michael Frishberg, KCC's Vice
President, Business Development.  "This addition exemplifies our
commitment to providing the high-quality level of service that our
clients have come to rely upon and expect when managing the
administrative aspects of corporate restructurings."

Weiner's legal experience includes the representations of debtors,
lenders, private equity firms, bondholders and unsecured creditors
in out-of-court restructurings, complex chapter 11 reorganizations
and liquidations within various industries.  Admitted to practice
law in New York, Shira earned her Juris Doctor with honors from
Benjamin N. Cardozo School of Law where she was managing editor of
the Cardozo Law Review.  She graduated from Emory University in
Atlanta, Georgia with a Bachelors of Arts degree in Economics.

                          About KCC

Founded in 2001, Kurtzman Carson Consultants LLC (KCC), a
Computershare company, is a leading claims and noticing agent
providing administrative-support services and technology solutions
to companies undergoing corporate restructuring and other complex
legal matters.  With offices in Los Angeles, New York and Memphis,
KCC has established a reputation for industry expertise, highly
responsive client service and industry-leading technologies.
Corporate America's industry leaders have relied on KCC for their
business-critical data management needs.  A pioneer of web-based
technology for the legal and financial markets, KCC has been
recognized for its innovative business model, company growth and
industry leadership.

                  About Computershare Limited

Computershare is a global market leader in transfer agency and
share registration, employee equity plans, proxy solicitation and
stakeholder communications.

Founded in 1978, Computershare is renowned for its expertise in
data management, high volume transaction processing, payments and
stakeholder engagement.  Many of the world's leading organizations
use these core competencies to help maximize the value of
relationships with their investors, employees, creditors, members
and customers.


* Fried Frank Taps O'Melveny's S. Nagle for Bankruptcy Practice
---------------------------------------------------------------
Fried, Frank, Harris, Shriver & Jacobson LLP disclosed that
Shannon Lowry Nagle has joined the Firm's bankruptcy and
restructuring practice as a partner, resident in the New York
office.  Ms. Nagle has represented numerous clients in connection
with chapter 11 cases and out-of-court restructurings.  Prior to
joining the Firm, she was a partner at O'Melveny and Myers LLP.

Ms. Nagle's practice has included representing bondholders,
secured and unsecured creditors, debtor-in-possession lenders, ad
hoc and official committees of creditors, and other parties in
interest.  Ms. Nagle also has represented debtors, including
distressed portfolio companies, as well as private equity funds
and others in connection with the acquisition of distressed
companies and in the sale of assets of financially troubled
entities.  Ms. Nagle's experience covers a wide range of
industries, including retail, healthcare, entertainment,
construction, auto, airlines, textiles, and telecommunications.
She has extensive in-court experience, having litigated before
bankruptcy courts in numerous states.

"The bankruptcy and restructuring business has been, and continues
to be, on a sharp rise nationwide.  The work of Fried Frank's
bankruptcy and restructuring practice has grown exponentially and
is an integral and important part of our Firm.  Shannon is a
gifted lawyer and a first rate talent.  With the addition of
Shannon to our practice, we expect to continue to meet this
growing demand for our services and to attend to the needs of our
clients and the Firm," said Brad Eric Scheler, senior partner and
chairman of Fried Frank's bankruptcy and restructuring department.

"We are delighted to have someone of Shannon's caliber join the
Firm.  Shannon brings her experience and expertise to a strong and
seasoned team of professionals who have been working on some of
today's most innovative and prominent bankruptcy and restructuring
matters," said Valerie Ford Jacob, Fried Frank's chairperson.

Ms. Nagle received her JD from University of Miami - School of Law
and her BS from University of Florida.  She is admitted to the bar
in New York, Virginia, North Carolina and Georgia.

Fried Frank's bankruptcy and restructuring lawyers regularly
represent a wide range of clients in both formal bankruptcies and
out-of-court restructurings of financially troubled companies,
including corporate debtors, creditors' committees, bondholders'
committees, equity holders' committees, trustees, financial
institutions that are lenders to and investors in financially
troubled companies, buyers and sellers of distressed securities
and businesses, and parties seeking to invest in and/or acquire
the assets and businesses of financially troubled companies.

Fried, Frank, Harris, Shriver & Jacobson LLP is a leading
international law firm with more than 500 attorneys in offices in
New York, Washington, D.C., London, Paris, Frankfurt, Hong Kong
and Shanghai.  Fried Frank lawyers regularly represent many of the
world's leading corporations and financial institutions.  The Firm
offers legal counsel on antitrust and competition; bankruptcy and
restructuring; benefits and compensation; corporate matters,
including asset management, capital markets, corporate governance,
financings, mergers and acquisitions, and private acquisitions and
private equity; energy, alternative energy and climate change;
financial institutions; government investigations and regulatory
counseling including internal investigations and monitoring,
securities enforcement and regulation and white-collar criminal
defense; insurance; intellectual property and technology;
international trade; litigation including arbitration and
alternative dispute resolution, commercial litigation,
environmental litigation, government contracts, securities and
shareholder litigation; real estate; tax; and trusts and estates.


* Rutter Hobbs & Davidoff Reveals New Partners
----------------------------------------------
Los Angeles-based law firm Rutter Hobbs & Davidoff Incorporated
appointed partners Richard Hong and Paul J. Laurin, and litigation
associate Risa J. Morris.  Mr. Hong joins the firm from Jeffer,
Mangels, Butler & Marmaro LLP, while Laurin served previously as
principal of Laurin & Associates.  Morris was formerly an
associate with Folger, Levin & Kahn LLP.  These announcements
follow the recent hiring of partner Wesley Hurst and litigator
Christopher Fowler, signaling the firm's sustained growth in the
breadth and depth of the services and experience it offers
clients.

Mr. Hong, a seasoned business transactional attorney, will assist
Rutter Hobbs & Davidoff in the expansion of its corporate
department.  Mr. Laurin will support the firm in his practice
areas of business litigation related to real estate, creditors'
rights, insolvency and general business.  Ms. Morris specializes
in complex commercial litigation, employment litigation and
counseling, and the representation of lawyers and law firms.

"We're very pleased to welcome Richard Hong, Paul Laurin and Risa
Morris to our firm as we continue to expand and thrive, even in
today's challenging landscape," said Brian L. Davidoff, managing
director, Rutter Hobbs & Davidoff.  "Each brings a strong
background and experience that will enhance our capacity to
service our clients at the highest level."

Mr. Hong will augment Rutter Hobbs & Davidoff's corporate practice
with his skill in counseling clients on operational matters,
mergers, acquisitions and divestitures.  He obtained his juris
doctorate from Pepperdine University School of Law and his
bachelor's degree in international relations from the University
of Southern California.  Prior to becoming a lawyer, Mr. Hong was
a competitive boxer and still trains occasionally today. He
resides in the Los Angeles neighborhood of Westwood, Calif.

Mr. Laurin has successfully represented numerous companies, banks
and individuals in various state, federal and bankruptcy courts.
He also is a member of the Judicial Appointments Committee, Los
Angeles County Bar Association, Los Angeles Bankruptcy Forum,
California Receiver's Forum, Association of Business Trial Lawyers
and American Bankruptcy Institute.  Before attending the
University of California, Hastings College of the Law -- where he
earned his juris doctorate -- Laurin received his bachelor's
degree in English from the University of California, Berkeley.  He
resides in the Westwood, Calif. community.

Ms. Morris is an accomplished litigator who has consistently
achieved outstanding results for her clients.  She received her
juris doctorate from Stanford Law, with distinction, and her
bachelor's degree in history from the University of California,
Berkeley.  Ms. Morris is a member of the California State Bar's
Committee on Professional Responsibility and Conduct.  She also
resides in Westwood, Calif.

Messrs. Hong and Laurin and Ms. Morris will join the other recent
additions to the firm, Hurst and Fowler.  Before joining the firm,
Hurst was the managing partner of the Los Angeles office of Folger
Levin & Kahn LLP.  He will focus on expanding Rutter Hobbs &
Davidoff's commercial/business litigation practice, leveraging his
expertise in complex commercial litigation, construction
litigation, class action defense and real estate disputes.
Fowler, an associate, who also joined the firm's litigation group,
handles complex commercial/business disputes, intellectual
property, partnership dissolution and securities litigation.

                   About Rutter Hobbs & Davidoff

Los Angeles-based Rutter Hobbs & Davidoff Incorporated is a full-
service law firm founded in 1973.  The firm's seasoned attorneys
represent middle market companies, early stage entities, large
corporations and individuals in matters involving business
litigation and dispute resolution; corporate and securities;
bankruptcy, reorganization and capital recovery; estate planning
and trust litigation; intellectual property, advertising and
promotions; Internet and new media; labor and employment; and,
real estate.  The firm's diverse team of attorneys and
experienced, tenured staff collaborates to deliver consistently
excellent service in a timely and cost-effective manner.


* McDonald Hopkins Gets Butzel Long's A. Pilzner
------------------------------------------------
Employee benefits attorney, Antoinette M. Pilzner, has joined the
Detroit office of McDonald Hopkins LLC as a Member in the firm's
national Employee Benefits and Labor and Employment Counseling and
Litigation Practice Groups, which provide legal services to a
diverse group of clients throughout the United States.  Pilzner,
who has 15 years of experience advising clients in the areas of
ERISA, employee benefits and executive compensation, is also a
certified public accountant.  Before joining McDonald Hopkins,
Pilzner was a shareholder at the Butzel Long law firm.

Pilzner helps clients establish, revise and terminate benefit
plans and executive compensation programs.  She also assists with
the administration of plans and programs to comply with ERISA and
the Internal Revenue Code. From 2002 to 2005, Pilzner served on
the Department of Labor's Advisory Council on Employee Welfare and
Pension Benefit Plans under U.S. Secretary of Labor Elaine Chao
and was chair of the Council's Working Group on Communications to
Retirement Plan Participants.  Pilzner is a frequent speaker and
writer on employee benefits and executive compensation topics.

"We are delighted to welcome Toni Pilzner to our employee benefits
and labor and employment legal teams," said Charles B. Zellmer,
Chair of the firm's Business Department.  "She is an outstanding
addition for both our Detroit office and our national client
base."

Antoinette Pilzner received her J.D. from Wayne State University
Law School in 1995.  She earned a Master's in Taxation in 1990
from Walsh College of Accountancy and Business Administration and
a Bachelor of Arts degree from Wayne State University in 1982.

                    About McDonald Hopkins

McDonald Hopkins is a business advisory and advocacy law firm
focused on business law, litigation, business restructuring and
bankruptcy, labor and employment, employee benefits, automotive,
and estate planning.  The firm has offices in Chicago, Cleveland,
Columbus, Detroit, and West Palm Beach.  The president of McDonald
Hopkins is Carl J. Grassi.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                                          Total
                                               Total     Share-
                                  Total      Working   Holders'
                                 Assets      Capital     Equity
  Company          Ticker         ($MM)        ($MM)      ($MM)
  -------          ------        ------      -------   --------
ACCO BRANDS CORP   ABD US      1,078.00       217.20    (102.90)
AFC ENTERPRISES    AFCE US       115.70        (0.30)    (22.90)
AFFYMAX INC        AFFY US       144.93         7.14      (2.73)
AGA MEDICAL HOLD   AGAM US       332.79        28.51     (47.64)
AMER AXLE & MFG    AXL US      1,986.80        71.10    (559.90)
AMERICAS ENERGY    AENY US         1.35         1.32      (0.03)
AMR CORP           AMR US     25,438.00    (1,086.00) (3,489.00)
ARTIO GLOBAL INV   A1I GR        280.40          -       (33.37)
ARTIO GLOBAL INV   ART US        280.40          -       (33.37)
ARVINMERITOR INC   ARM US      2,499.00        98.00  (1,112.00)
AUTOZONE INC       AZO US      5,385.82      (186.44)   (483.96)
BLOUNT INTL        BLT US        487.85        29.49     (22.15)
BLUEKNIGHT ENERG   BKEP US       316.83        (4.27)   (133.64)
BOARDWALK REAL E   BEI-U CN    2,378.28          -       (45.04)
BOARDWALK REAL E   BOWFF US    2,378.28          -       (45.04)
CABLEVISION SYS    CVC US     10,128.00      (111.68) (5,193.36)
CARDTRONICS INC    CATM US       460.40       (47.34)     (1.29)
CC MEDIA-A         CCMO US    17,696.08     1,507.96  (7,020.56)
CELLDEX THERAPEU   CLDX US        48.10        13.90      (2.24)
CENTENNIAL COMM    CYCL US     1,480.90       (52.08)   (925.89)
CENVEO INC         CVO US      1,601.19       203.42    (178.97)
CHENIERE ENERGY    CQP US      1,918.95        28.24    (472.03)
CHOICE HOTELS      CHH US        340.04        (3.94)   (114.21)
CONEXANT SYS       CNXT US       273.75        65.77     (66.65)
CYTORI THERAPEUT   CYTX US        25.00        11.37      (1.42)
DELCATH SYSTEMS    DCTH US         6.77        (4.98)     (4.94)
DEXCOM             DXCM US        53.96        25.84      (9.10)
DISH NETWORK-A     DISH US     8,658.74       710.57  (1,381.37)
DOMINO'S PIZZA     DPZ US        443.74       106.68  (1,350.12)
DUN & BRADSTREET   DNB US      1,749.40       (99.50)   (734.00)
DYAX CORP          DYAX US        51.59        23.57     (49.20)
EASTMAN KODAK      EK US       7,691.00     1,407.00     (33.00)
ENERGY COMPOSITE   ENCC US          -          (0.01)     (0.01)
EPICEPT CORP       EPCT SS         7.51        (6.52)     (9.08)
EXELIXIS INC       EXEL US       421.10        91.53    (142.77)
EXTENDICARE REAL   EXE-U CN    1,668.06       122.76     (40.90)
FORD MOTOR CO      F BB      194,850.00  (122,874.00) (6,515.00)
FORD MOTOR CO      F US      194,850.00  (122,874.00) (6,515.00)
GENCORP INC        GY US         935.70       111.20    (289.10)
GLG PARTNERS-UTS   GLG/U US      500.78       167.40    (283.57)
GRAHAM PACKAGING   GRM US      2,067.56       243.77    (869.60)
GREAT ATLA & PAC   GAP US      3,025.43       248.68    (358.47)
HEALTHSOUTH CORP   HLS US      1,681.50        34.80    (510.20)
HOVNANIAN ENT-A    HOV US      2,024.58     1,261.10    (316.31)
INCYTE CORP        INCY US       472.82       358.38    (199.36)
INTERMUNE INC      ITMN US       114.73        73.51    (105.80)
IPCS INC           IPCS US       559.20        72.11     (33.02)
JAZZ PHARMACEUTI   JAZZ US       102.17        (8.97)    (82.44)
JUST ENERGY INCO   JE-U CN     1,387.06      (386.96)   (356.53)
KNOLOGY INC        KNOL US       646.90        26.17     (33.89)
LIBBEY INC         LBY US        797.79       146.46     (66.91)
LIN TV CORP-CL A   TVL US        772.71         6.57    (188.41)
LINEAR TECH CORP   LLTC US     1,512.83       673.47    (114.33)
MANNKIND CORP      MNKD US       247.40         8.81     (59.22)
MEAD JOHNSON       MJN US      2,070.30       235.90    (664.30)
MOODY'S CORP       MCO US      2,003.50      (225.90) (1,043.60)
NATIONAL CINEMED   NCMI US       607.80        85.00    (504.50)
NAVISTAR INTL      NAV US     10,027.00     1,563.00  (1,739.00)
NPS PHARM INC      NPSP US       154.65        72.04    (222.37)
OCH-ZIFF CAPIT-A   OZM US      1,976.06          -       (88.36)
OVERSTOCK.COM      OSTK US       144.38        34.09      (3.10)
PALM INC           PALM US     1,326.92        61.03    (151.17)
PDL BIOPHARMA IN   PDLI US       264.45       (16.23)   (242.39)
PETROALGAE INC     PALG US         3.23        (6.62)    (40.14)
PRIMEDIA INC       PRM US        241.09       (14.36)   (110.72)
PROTECTION ONE     PONE US       628.12        29.11     (83.27)
QWEST COMMUNICAT   Q US       20,380.00      (483.00) (1,178.00)
REGAL ENTERTAI-A   RGC US      2,512.50       (13.60)   (258.50)
REVLON INC-A       REV US        794.20        94.30    (985.60)
SALLY BEAUTY HOL   SBH US      1,529.70       360.62    (580.19)
SANDRIDGE ENERGY   SD US       2,780.32        30.42    (195.90)
SEALY CORP         ZZ US       1,015.47       157.15    (107.99)
SIGA TECH INC      SIGA US         8.17        (4.07)    (11.49)
SINCLAIR BROAD-A   SBGI US     1,629.15       (17.99)   (132.17)
SUN COMMUNITIES    SUI US      1,189.20          -       (95.46)
TALBOTS INC        TLB US        839.70        (3.95)   (190.56)
TAUBMAN CENTERS    TCO US      2,606.85          -      (474.75)
TEAM HEALTH HOLD   TMH US        940.95        17.39     (92.33)
THERAVANCE         THRX US       181.39       146.82    (188.99)
UAL CORP           UAUA US    18,347.00    (2,111.00) (2,645.00)
UNISYS CORP        UIS US      2,956.90       308.60  (1,271.70)
UNITED RENTALS     URI US      3,859.00       244.00     (19.00)
US AIRWAYS GROUP   LCC US      7,454.00      (458.00)   (355.00)
VENOCO INC         VQ US         739.54       (20.64)   (174.50)
VERMILLION INC     VRMLQ US        7.15        (2.96)    (24.87)
VIRGIN MOBILE-A    VM US         307.41      (138.28)   (244.23)
VIRNETX HOLDING    VHC US          4.30        (0.14)     (0.07)
WARNER MUSIC GRO   WMG US      3,934.00      (599.00)    (97.00)
WAVE SYSTEMS-A     WAVX US         5.61        (1.69)     (1.48)
WEIGHT WATCHERS    WTW US      1,087.50      (336.10)   (733.30)
WORLD COLOR PRES   WC CN       2,641.50       479.20  (1,735.90)
WORLD COLOR PRES   WC/U CN     2,641.50       479.20  (1,735.90)
WORLD COLOR PRES   WCPSF US    2,641.50       479.20  (1,735.90)
WR GRACE & CO      GRA US      3,968.20     1,134.00    (290.50)
ZYMOGENETICS INC   ZGEN US       319.30       110.05      (3.96)



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission ***