TCR_Public/100308.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, March 8, 2010, Vol. 14, No. 66

                            Headlines

ABITIBIBOWATER INC: Hearing on Wells Fargo Claims Again Adjourned
ABITIBIBOWATER INC: Proposes to Sell Rhea Timberland Assets
ABITIBIBOWATER INC: Wants to Sell ARN Newsprint for $1.2MM
ADELPHIA COMMS: Fraud Transfer Suit Against Citi Still Pending
ADRIAN THEODORE: Files Schedules of Assets & Liabilities

ADRIAN THEODORE: Gets OK to Hire H&C as Bankruptcy Counsel
ADRIAN THEODORE: Section 341(a) Meeting Scheduled for March 25
AFFINITY GROUP: Inks Amended Credit Deals with Two Banks
AIRTRAN HOLDINGS: Earns $134.7 Million in 2009
AMERICAN AXLE: Posts $253.3 Million Net Loss in 2009

AMERICAN GENERAL: WFI and AIG Bank Settle Civil Lawsuit with DOJ
AMERICAN GENERAL: Posts $473.9 Million Net Loss in 2009
AMERICAN HOMEPATIENT: Reports $13.1 Million Net Loss in 2009
AMERICAN INT'L: Units Settle Mortgage Discrimination Case
AMERIGROW RECYCLING: Files Proposed Plan of Reorganization

ARENA MEDIA: Files Schedules of Assets & Liabilities
ARENA MEDIA: Taps Klestadt & Winters as Bankruptcy Counsel
ARENA MEDIA: Proposes to Hold Access 360-Led Auction
ARENA MEDIA: Gets Interim Okay to Obtain Postpetition Financing
ARTHUR GROOM: Asks for Court OK to Obtain DIP Financing

ARTHUR GROOM: Gets Interim Nod to Use Cash Collateral
ARVINMERITOR INC: Inks Underwriting Deal for 17.35-Mil. Shares
AVAYA INC: Bank Debt Trades at 12% Off in Secondary Market
AVIS BUDGET: BlackRock Holds 5.52% of Common Stock
AVIS BUDGET: Columbia Wanger Asset Holds 6.2% of Common Stock

AVIS BUDGET: Unit to Offer $400 Million of Senior Notes
AVIZA TECHNOLOGY: Files Revised Plan of Liquidation
BANK OF ILLINOIS: Closed; Heartland Bank Assumes All Deposits
BRIGHAM EXPLORATION: Posts $123 Million Net Loss in 2009
BRUNO'S SUPERMARKETS: Citigroup Reaches Agreement in Old Suit

BUTLER INTERNATIONAL: Seeks Dismissal of Chapter 11 Case
CAROLINA FIRST: Moody's Downgrades Long-Term Issuer Rating to 'C'
CENTENNIAL BANK: Closed; FDIC OKs Payout of Insured Deposits
CHARTER COMMS: Bank Debt Trades at 6% Off in Secondary Market
CHRYSLER LLC: Facing Plan Objections From Taxing Authorities

CHRYSLER LLC: Michigan Wants Contaminated Sites Addressed by Plan
CHRYSLER LLC: New Chrysler Asserts Ownership of Rabbi Trusts
CHRYSLER LLC: Proposes to Sell Sterling Heights Plant for $20MM
CHINA SXAN: December 31 Balance Sheet Upside-Down by $132,486
CINCINNATI BELL: Lowers Net Income to $89.8 Million in 2009

CINRAM INTL: Bank Debt Trades at 22% Off in Secondary Market
CITADEL BROADCASTING: Bank Debt Trades at 17% Off
CITADEL BROADCASTING: Receives Approval to Tap Cash
CITADEL BROADCASTING: Committee Proposes Stroock as Lead Counsel
CITADEL BROADCASTING: Gets Nod for Deloitte as Auditors

CLAIRE'S STORES: Bank Debt Trades at 16% Off in Secondary Market
COLONIAL BANCGROUP: Sues FDIC Over Returns; Schulte Hits Back
COMMUNITY HEALTH: Bank Debt Trades at 6% Off in Secondary Market
COMSTOCK HOMEBUILDING: Inks Loan Modification Deal with BofA
CONEXANT SYSTEMS: Prices $175 Million Senior Secured Note

CONEXANT SYSTEMS: Launches Comprehensive Refinancing Plan
CONSECO INC: Reports $85.7 Million Net Income for 2009
CRESCENT RESOURCES: Bank Debt Trades at 59% Off
CTI FOODS: Moody's Affirms Corporate Family Rating at 'B2'
DEED AND NOTE: Sec. 341(a) Meeting Scheduled for March 25

DEED AND NOTE: Court Extends Filing of Schedules Until March 15
DEED AND NOTE: Files List of 20 Largest Unsecured Creditors
DEED AND NOTE: Gets OK to Hire Gibson Nakamura as Bankr. Counsel
DENNY'S CORP: Morgan Stanley Holds 8.2% of Common Stock
DENNY'S CORP: Wellington Management Holds 5.35% of Common Stock

DENNY'S CORP: Vanguard Group Holds 8.08% of Common Stock
DETROIT: Warns of Bankruptcy as It Prepares Bond Sale
DIPAK DESAI: Files for Bankruptcy to Halt Civil Lawsuits
DOLLAR THRIFTY: Swings to $45 Million Net Income in 2009
E*TRADE FIN'L: Posts 3rd Consecutive Annual Net Loss

EMMIS COMMS: Inks New Employment Agreement with Richard Cummings
ENNIS HOME: Expects to Emerge from Bankruptcy Protection
ERICKSON RETIREMENT: Addresses Disclosure Statement Objections
ERICKSON RETIREMENT: Amends Plan to Provide for $356MM Split
ERICKSON RETIREMENT: Ex-Employee Wants Separate Class for Claims

ERICKSON RETIREMENT: Lenders Object Sec. 1104 Examiner
ERICKSON RETIREMENT: MSRESS Gets Nod for Rule 2004 Probe
ERICKSON RETIREMENT: Strategic Wants Relief From Deposition
FANNIE MAE: Bondholders Shouldn't Assume Govt. Guarantee
FIRST AMERICAN: Moody's Assigns 'Ba2' Corporate Family Rating

FLOWSERVE CORPORATION: Moody's Raises Corp. Family Rating to 'Ba1'
FORD MOTOR: Files Form 10-K; Reports $2.7 Billion Net Income
FORD MOTOR CREDIT: Files Form 10-K; Posts $1.3-Billion Net Income
FORD MOTOR: Moody's Upgrades Senior Unsec. Ratings to 'B2'
FREDDIE MAC: Bondholders Shouldn't Assume Govt. Guarantee

FREDDIE MAC: Files January 2010 Monthly Volume Summary
GARDUNO'S RESTAURANT: Files for Bankruptcy, Closes Three Shops
GATEHOUSE MEDIA: Bank Debt Trades at 53% Off in Secondary Market
GENERAL GROWTH: S&P Revises Bank Debt Recovery Ratings to '3'
GENERAL MOTORS: To Reinstate 661 Dealers to Shore Up Market Share

GENERAL MOTORS: Fee Examiner Reviews $54.7MM Billed by Firms
GENERAL MOTORS: Former Dealer Wants $677,000 Wind-Down Payment
GENERAL MOTORS: Gets Nod to Settle, Send Claims to Mediation
GENERAL MOTORS: Unsec. Bondholder Sues GM, Govt. for Assets Deal
GENERAL MOTORS: Wants to Tap Great American as Appraiser

GRAHAM PACKAGING: Swings to $11.08MM Net Income in 2009
GULFSTREAM CRANE: U.S. Trustee Appoints 3-Member Creditors Panel
HARRAH'S ENTERTAINMENT: HOC Bank Debt Trades at 100.42%
HAWKER BEECHCRAFT: Bank Debt Trades at 23% Off in Secondary Market
HCA INC: Bank Debt Trades at 4% Off in Secondary Market

HERBST GAMING: David Ross Inks Employment Agreement as COO/Gaming
HOVNANIAN ENTERPRISES: Swings to $236MM Net Income for Jan. 31 Qtr
HOLLY ENERGY: S&P Assigns 'B+' Rating on $150 Mil. Notes
HOVNANIAN ENTERPRISES: To Invest $40MM for 10% Stake in Developer
IMPLANT SCIENCES: Posts $1.6-Mil. Net Loss for Dec. 31 Quarter

INFORMATION SOLUTIONS: S&P Assigns 'BB' Corporate Credit Rating
INTEGRA BANK: Continues to Defer Trust Preferred Dividends
INTELSAT LTD: Bank Debt Trades at 4% Off in Secondary Market
ISLE OF CAPRI: Bank Debt Trades at 3% Off in Secondary Market
JANUS CAPITAL: S&P Affirms 'BB+' Counterparty Credit Rating

JAPAN AIRLINES: To Cut 5% of Employees at Core Unit
KAINOS PARTNERS: Gets Interim Approval to Use Dunkin Brands Cash
KORLEY SEARS: Files Schedules of Assets & Liabilities
KORLEY SEARS: Section 341(a) Meeting Scheduled for March 11
KORLEY SEARS: Taps Jerrold Strasheim as Bankruptcy Counsel

LANDAMERICA FIN'L: OneStop Plan Declared Effective March 1
LANDAMERICA FIN'L: Trustee Sues Fidelity for $50 Million
LANDAMERICA FIN'L: Trustee Wants Until Oct. 4 to Object to Claims
LAS VEGAS SANDS: Bank Debt Trades at 12% Off in Secondary Market
LEAP WIRELESS: Net Loss Widens to $241.08-Mil. for 2009

LEAP WIRELESS: Registers 100,000 Shares Under 2009 Equity Plan
LEVEL 3 COMMS: Bank Debt Trades at 9% Off in Secondary Market
LODGENET INTERACTIVE: Federated Investors Holds 14.03% Stake
LODGENET INTERACTIVE: Morgan Stanley Holds De Minimis Stake
MCCLATCHY CO: Rebounds in 2009 with $54 Million of Net Income

MEDCLEAN TECHNOLOGIES: Reports $5.4 Million Net Loss in 2009
MESA AIR: Citicorp Holds $25 Mil. Claim
MESA AIR: NASDAQ Delists Common Stock
METRO-GOLDWYN-MAYER: Bank Debt Trades at 40% Off
MGM MIRAGE: Inks Amended & Restated Agreement with Bank of America

MICHAELS STORES: Bank Debt Trades at 9% Off in Secondary Market
MIDWEST BANC: Inks Exchange Agreement with U.S. Dept. Treasury
MOMENTIVE PERFORMANCE: Bank Debt Trades at 8% Off
MOVIE GALLERY: Asks Court to Hold FMS in Contempt of Court
MOVIE GALLERY: FacilitySource Ordered to Release Funds

MOVIE GALLERY: Has Final Approval for Cash Collateral Access
MOVIE GALLERY: To Close Three Stores in Florida
MYLAN INC: Moody's Upgrades Corporate Family Rating to 'Ba3'
NEIMAN MARCUS: Bank Debt Trades at 9% Off in Secondary Market
NIELSEN COMPANY: Bank Debt Trades at 6% Off in Secondary Market

NICOLE ENERGY: Judge Hoffman Declines to Disqualify Himself
NLP ACQUISITION: Section 341(a) Meeting Scheduled for April 19
NLP ACQUISITION: Taps Buckingham Doolittle as Bankruptcy Counsel
NORTEL NETWORKS: ASM Capital Continues to Buy Claims
NORTEL NETWORKS: Jefferies Okayed to Assume More Responsibilities

NORTEL NETWORKS: Proposes LinkLaters as U.K. Counsel
NPS PHARMACEUTICALS: Morgan Stanley Holds 4.8% of Common Stock
NPS PHARMACEUTICALS: OrbiMed Holds 8.92% of Common Stock
NPS PHARMACEUTICALS: Renaissance Tech Holds 5.65% of Common Stock
NPS PHARMACEUTICALS: Visium Holds 9.04% of Common Stock

OCCUPATIONAL & MEDICAL: Retractable Wins Permanent Injunction
ORLEANS HOMEBUILDERS: Gets Interim OK to Obtain $11MM Financing
OVB LLC: Files for Bankruptcy to Protection to Avert Foreclosure
PHILADELPHIA NEWSPAPERS: Pleads for Chance to Probe Recordings
PRIME GROUP: Board Approves Sale of Chicago Property

PRIMUS TELECOM: Reports $16.4 Million Net Income in Q4 2009
RENAISSANCE RESIDENTIAL: Bookkeeper Defined as a Professional
RENEW ENERGY: Creditors Oppose Chapter 7 Conversion
REVLON CONSUMER: S&P Assigns 'B+' Rating on $800 Mil. Loan
REVLON INC: Bank Debt Trades at 1% Off in Secondary Market

RITE AID: Reports 3.2% Same Store Sales Decrease for February
RITE AID: FMR, Fidelity Hold 8.842% of Common Stock
RIVERBEND LEASING: Files Schedules of Assets & Liabilities
RIVERBEND LEASING: Section 341(a) Meeting Scheduled for March 8
RIVERBEND LEASING: Taps Bradshaw Fowler as Gen. Reorg. Counsel

SAFETY-KLEEN: CBS Rips Waste Co.'s Efforts to Elicit Cleanup Funds
SID'S HARDWARE: Files for Bankruptcy Protection in Brooklyn
SIX FLAGS: Commences Adv. Proceeding to Resolve Kentucky Dispute
SIX FLAGS: Creditors Committee Opposes Two HSBC Claims
SKY LAKES: S&P Affirms 'BB+' Long-Term & Underlying Rating on Debt

SMART ONLINE: Extends Paragon Note Maturity Until August
SPANSION INC: AHEC Wants Rule 2019 File for Trade Claims Group
SPANSION INC: Objects to Expanded Work for FTI Consulting
SPANSION INC: Tessera Wants to Compel Payment of $96MM Claim
SPRINT NEXTEL: Fitch Affirms Issuer Default Rating at 'BB'

SPRINT NEXTEL: S&P Downgrades Corporate Credit Rating to 'BB-'
SPRINT NEXTEL: Sets Short-Term Incentive Compensation Plan
SUN AMERICAN BANK: Closed; First-Citizens Assumes All Deposits
TANDUS FLOORING: S&P Downgrades Corporate Credit Rating to 'B'
TECK RESOURCES: Moody's Upgrades Corp. Family Rating to 'Ba1'

TEXTRON INC: Fitch Affirms Issuer Default Rating at 'BB+'
THORNBURG MORTGAGE: Orrick's Dempsey Tagged in Trustee's Suit
THORNBURG MORTGAGE: Former Execs, Orrick Partner Face Fraud Suit
TRIAD GUARANTY: Posts $79.1 Million Net Loss in Q4 2009
TRIBUNE CO: Bank Debt Trades at 38% Off in Secondary Market

TRONOX INC: Pigments Units Had EUR120 Mil. in Sales in 2009
TRONOX INC: Wants Plan Exclusivity Until July 12
TRUMP ENTERTAINMENT: Wants $45MM Bridge Liquidity Funding OK'd
TRW AUTOMOTIVE: Moody's Raises Corporate Family Rating to 'B2'
UAL CORP: Decision to Outsource Raises Safety Issues

UAL CORP: Disagrees With Fee Hikes at O'Hare Int'l Airport
UAL CORP: To Sell Former Headquarters Facility
UNITED AIR: Bank Debt Trades at 18% Off in Secondary Market
VALMONT INDUSTRIES: Moody's Affirms 'Ba1' Corp. Family Rating
VERILINK CORP: District Court Rejects Interlocutory Appeal

VISTEON CORP: Bank Debt Trades at 110.25% in Secondary Market
WATERFIELD BANK: Closed; New bank to Take Over Operations
WESTERN REFINING: Bank Debt Trades at 9% Off in Secondary Market
XIOM CORP: James Weber Replaces Andrew Mazzone from Board

* Bank Failures This Year Reach 26 as 4 Fell March 5
* Democrats Unveil Bankruptcy-Law Reforms to Mixed Reaction

* DLA Piper Snags Restructuring Attorneys in NYC, SF
* Ropes & Gray Adds Weil Gotshal Bankruptcy Partner

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


                            *********


ABITIBIBOWATER INC: Hearing on Wells Fargo Claims Again Adjourned
-----------------------------------------------------------------
Pursuant to a stipulation with parties-in-interest, the Official
Committee of Unsecured Creditors in AbitibiBowater Inc. asked the
U.S. Bankruptcy Court on February 3, 2010, to extend the deadline
within it may be authorized to commence and prosecute causes of
action challenging, among other things, the extent and validity of
Wells Fargo Bank National Association's and certain lenders' liens
upon, and security interests in, the Debtors' assets.

Wells Fargo is the successor-in-interest to Goldman Sachs Credit
Partners L.P., in its capacity as administrative agent and
collateral agent under a Credit and Guaranty Agreement dated
April 1, 2008, as amended.  Lenders under the Credit Agreement
provided a $400,000,000 term loan and other accommodations for
the benefit of the Debtors and its affiliates as borrowers.

The Court issued an order on February 16, 2010, extending the
Investigation Deadline through March 31, 2010.

Pursuant to a further stipulation, the Debtors, the Creditors'
Committee and Wells Fargo agreed that the hearing for a final
judgment on the Motion "[will] be adjourned to the date and time
the Court establishes for the hearing on the confirmation of a
plan of reorganization."  Any Party that seeks to schedule the
Hearing Date in advance of the Plan Confirmation Hearing must
provide a 30-day prior notice.

Similarly, the Parties agreed to extend the deadline for parties-
in-interest to object to the Investigation Deadline Extension
Deadline "to the date and time the Court establishes for
responses or objections to the plan confirmation."

                     About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 28 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Proposes to Sell Rhea Timberland Assets
-----------------------------------------------------------
AbitibiBowater Inc. and its units seek the U.S. Bankruptcy Court's
authority to enter into real property sale contracts to consummate
the sale of 997 acres of timberland in Rhea County, Tennessee,
owned by Debtor Bowater Inc. to Rachel M. Pruett for an aggregate
of $1,096,700 or $1,100 per surveyed acre.

The Debtors' seek to convey and transfer the Timberland Assets to
the Purchaser subject to all existing easements and rights of way
for public roads and highways, public utilities, railroads,
pipelines and riparian rights, if any, extending into, through,
over or across the Property,  relates Sean T. Greecher, Esq., at
Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware.

Mr. Greecher tells the Court that the Purchaser originally
offered $800 per acre, but based on the Debtors' experience with
similar sales, the Debtors were able to successfully negotiate a
significantly higher sale price closer to $1,100 per acre.  The
Debtors did not receive any other bids for the Assets and believe
that the $1,100 per acre offer is a fair, reasonable, and indeed,
favorable purchase price, he relates.

The Debtors aver that they did not appraise the Property due to
(i) related expenses that they may incur in pursuing such
appraisal, and (ii) a lack of comparable sales information.  The
Debtors' experience, however, places the value of the Assets in
the $800 and $1,000 range given the availability of a viable
buyer, according to Mr. Greecher.

Mr. Greecher contends that the Debtors will realize "over
$1 million from the Sale," which constitutes another step in the
Debtors' continuing efforts to dispose of certain non-profitable
and burdensome assets for which they have no use due to the
reduced demand for timber.

The Sale, Mr. Greecher says, is also part of an ongoing effort to
monetize the Debtors' non-strategic timberland assets.

The Timberland Assets are remote acreage in Tennessee lying on
the top and sides of a steep ridge, with neither abundant usable
timber nor an opportunity for timber management due to excessive
slope, Mr. Greecher points out.  The Assets, he adds, have no
public utilities available and insignificant road frontage.

The Assets' primary value to buyers lies in either its use for
aesthetic purposes or its fitness for recreational use, the
Debtors cite.  Although the Sale will not relieve significant
costs for the Debtors, it will provide the Debtors with some
manner of property tax relief, according to Mr. Greecher.

                     About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 28 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ABITIBIBOWATER INC: Wants to Sell ARN Newsprint for $1.2MM
----------------------------------------------------------
In 1988, Parsons & Whittemore Alabama Newsprint Corp. and Parsons
& Whittemore Incorporated or the "PW Partners;" and Abitibi-Price
Alabama Corporation and Abitibi-Price Inc. or the "Abitibi
Partners" created Alabama River Newsprint Company for the purpose
of constructing and operating a 220,000-ton-per-year newsprint
mill.  The site at which the ARN Newsprint Mill was to be
constructed adjoins the Alabama River and the pulp mill owned by
Alabama River Pulp Company, Inc., or ARP and Alabama Pine Pulp
Company or APP.  The PW Partners owns ARP and APP.

ARN built the Newsprint Mill pursuant to a funding and
construction agreement with the Industrial Development Board of
Monroe County, Alabama.

In connection with construction of the Newsprint Mill, ARN
entered into a "lease agreement" dated October 1, 1988, with the
Development Board, in connection with the Board's issuance of
bonds to finance industrial facilities for the benefit of ARN.
The Board has record title to the real property described under
the Lease Agreement.  In October 2009, ARN assumed the Lease
Agreement, relates Sean T. Greecher, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware.

In 2004, a disagreement arose between the PW Partners and Abitibi
Partners, which caused the dissolution of the original
partnership and separation of ARN and ARP's ownership of the
Newsprint Mill.  As a result, Abitibi-Consolidated Sales
Corporation and its wholly owned subsidiary, Abitibi-Consolidated
Alabama Corporation, became ARN's limited and general partners.
The PW Partners remained the partners and owners of ARP and APP.

In connection with the creation of the ARN and the construction
of the Newsprint Mill, ARN and ARP entered into a Services
Agreement set to terminate in 2018.  Under the Services
Agreement, ARP agreed that its Pulp Mill will provide raw
materials and other services to the Newsprint Mill once the Mill
became operational.

As the demand for newsprint has decreased, however, the Services
Agreement no longer reflects the Newsprint Mill's actual need for
pulp and other services.  In fact, the Newsprint Mill is
currently idle, Mr. Greecher points out.

         Sale Agreement & Amended Services Agreement

In an effort to maximize value of the Newsprint Mill for the
benefit of the Debtors' estates, the Debtors and ARP have agreed
to restructure their relationship and align it more closely with
the Newsprint Mill's actual needs and the two mills' operating
realities.  Specifically, the parties:

  (a) have agreed to enter into Amendment No. 3 to the Services
      Agreement to:

         (i) reduce payments due to ARP from ARN to no more than
             $5,000 per month for so long as ARN has suspended
             papermaking operations at the Newsprint Mill;

        (ii) allow ARN to cancel the Amended Services Agreement
             upon 60 days' written notice to ARP; and

       (iii) allow the parties to assign the Services Agreement
             to a third party; and

  (b) have agreed that ARN will sell to ARP and APP, as buyers,
      certain of ARN's assets, free and clear of liens, claims,
      encumbrances, and other interests.

Pursuant to the proposed sale of the ARN Assets:

  (a) ARN will use its best efforts to cause the Development
      Board (i) to release the Property from the Lease Agreement
      through an amendment of the Lease Agreement, and (ii) to
      effect the transfer to ARP of all of the Board's right,
      title and interest in and to portions of the Leased
      Property and certain equipment;

  (b) The Buyers agree to hold ARN harmless from any
      responsibility related to the disposal of process sludge
      generated as a result of the operation of the effluent
      treatment facilities and stored on ARN's manufacturing
      site;

  (c) The Buyers will also make one-time cash payment of
      $1,250,000 to ARN payable at the closing of the Sale; and

  (d) ARN will execute and deliver Amendment No. 3 of Services
      Agreement.

Mr. Greecher contends that the Contemplated Transactions maximize
value for the Debtors' estates.  He notes that even in an idled
state, ARN depends on ARP for certain services, but not at the
rate and volume provided for under the Services Agreement.
Conversely, he cites, ARP uses ARN's Equipment for its own
operations as well as for servicing ARN's diminished operations,
and has operations on the Conveyed Land.

The Debtors tell the Court that they have considered alternatives
to the proposed asset sale, including a rejection of the Services
Agreement and a sale of the Equipment to another party.
Rejecting the Services Agreement, however, leaves the Debtors
without necessary services at the ARN site and accordingly, entry
into new terms with ARP was inevitable, Mr. Greecher notes.

Moreover, the Amended Services Agreement reduces the Debtors'
costs for services, including the effluent treatment, by 75%,
from $200,000 to $5,000 per month for so long as ARN has
suspended paper-making operations at the ARN mill, Mr. Greecher
points out.

A hearing to consider the Debtors' request is set for March 22,
2010.  Objections, if any, must be filed by March 15.

                     About AbitibiBowater Inc.

Headquartered in Montreal, Canada, AbitibiBowater Inc. --
http://www.abitibibowater.com/-- produces a wide range of
newsprint, commercial printing papers, market pulp and wood
products.  It is the eighth largest publicly traded pulp and paper
manufacturer in the world.  AbitibiBowater owns or operates 23
pulp and paper facilities and 28 wood products facilities located
in the United States, Canada, the United Kingdom and South Korea.
Marketing its products in more than 90 countries, the Company is
also among the world's largest recyclers of old newspapers and
magazines, and has third-party certified 100% of its managed
woodlands to sustainable forest management standards.
AbitibiBowater's shares trade over-the-counter on the Pink Sheets
and on the OTC Bulletin Board under the stock symbol ABWTQ.

The Company and several of its affiliates filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on April 16, 2009
(Bankr. D. Del. Lead Case No. 09-11296).  Judge Kevin J. Carey
presides over the case.  The Company and its Canadian affiliates
commenced parallel restructuring proceedings under the Companies'
Creditors Arrangement Act before the Quebec Superior Court
Commercial Division the next day.  Alex F. Morrison at Ernst &
Young, Inc., was appointed CCAA monitor.

Paul, Weiss, Rifkind, Wharton & Garrison LLP, serves as the
Debtors' U.S. bankruptcy counsel.  Stikeman Elliot LLP, acts as
the Debtors' CCAA counsel.  Young, Conaway, Stargatt & Taylor, in
Wilmington, Delaware, serves as the Debtors' co-counsel, while
Troutman Sanders LLP in New York, serves as the Debtors' conflicts
counsel in the Chapter 11 proceedings.  The Debtors' financial
advisors are Advisory Services LP, and their noticing and claims
agent is Epiq Bankruptcy Solutions LLC.  The CCAA Monitor's
counsel is Thornton, Grout & Finnigan LLP, in Toronto, Ontario.
Abitibi-Consolidated Inc. and various Canadian subsidiaries filed
for protection under Chapter 15 of the U.S. Bankruptcy Code on
April 17, 2009 (Bankr. D. Del. 09-11348).  Judge Carey also
handles the Chapter 15 case.  Pauline K. Morgan, Esq., and Sean T.
Greecher, Esq., at Young, Conaway, Stargatt & Taylor, in
Wilmington, represent the Chapter 15 Debtors.

As of Sept. 30, 2008, the Company had $9,937,000,000 in total
assets and $8,783,000,000 in total debts.

Bankruptcy Creditors' Service, Inc., publishes AbitibiBowater
Bankruptcy News.  The newsletter provides gavel-to-gavel coverage
of the Chapter 11 proceedings and parallel proceedings under the
Companies' Creditors Arrangement Act in Canada undertaken by
Abitibibowater Inc. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMS: Fraud Transfer Suit Against Citi Still Pending
--------------------------------------------------------------
In 2003, the statutory committees of unsecured creditors and
equity holders in Adelphia Communications Inc.'s cases commenced
adversary proceedings, on behalf of the Debtor, against Citigroup
affiliates and subsidiaries as well as other lenders and
investment banks asserting violations of the Bank Holding Company
Act, the Bankruptcy Code, and common law.

The complaints sought unspecified damages and recovery of certain
purportedly fraudulent transfers.  Following litigation of motions
to dismiss, the Adelphia Recovery Trust, which replaced the
committees as plaintiffs in the actions, filed a consolidated
amended complaint on behalf of the Adelphia Estate.  The district
court granted in part and denied in part the defendants' motions
to dismiss the consolidated complaint.

Citigroup Inc. said in its annual report on Form 10-K that ART's
appeal to the Second Circuit from that partial dismissal is
pending.  Before the district court, the parties are briefing
summary judgment.  Trial of any claims that survive is scheduled
for September 2010.

                   About Adelphia Communications

Based in Coudersport, Pennsylvania, Adelphia Communications
Corporation (OTC: ADELQ) -- http://www.adelphia.com/-- was a
cable television company.  Adelphia served customers in 30 states
and Puerto Rico, and offers analog and digital video services,
Internet access and other advanced services over its broadband
networks.  The company and its more than 200 affiliates filed for
Chapter 11 protection in the Southern District of New York on June
25, 2002.  Those cases are jointly administered under case number
02-41729.  Willkie Farr & Gallagher represented the Debtors in
their restructuring effort.  PricewaterhouseCoopers served as the
Debtors' financial advisor.  Kasowitz, Benson, Torres & Friedman,
LLP, and Klee, Tuchin, Bogdanoff & Stern LLP represented the
Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Managed Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision LLC.  The RME Debtors filed for Chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases were jointly administered under Adelphia
Communications and its debtor-affiliates' Chapter 11 cases.

The Bankruptcy Court confirmed the Debtors' Joint Chapter 11 Plan
of Reorganization on Jan. 5, 2007.  That plan became effective on
Feb. 13, 2007.



ADRIAN THEODORE: Files Schedules of Assets & Liabilities
--------------------------------------------------------
Adrian Theodore Johnson, Jr., and Kathryn Marie Johnson have filed
with the U.S. Bankruptcy Court for the District of Minnesota their
schedules of assets and liabilities, disclosing:

  Name of Schedule                    Assets          Liabilities
  ----------------                    ------          -----------
A. Real Property                  $7,307,471
B. Personal Property              $3,251,308
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                       $7,554,918
E. Creditors Holding
   Unsecured Priority
   Claims                                                  $75,304
F. Creditors Holding
   Unsecured Non-priority
   Claims                                              $16,753,880
                               -------------         -------------
TOTAL                            $10,558,779           $24,384,103

Wayzata, Minnesota-based Adrian Theodore Johnson, Jr., and Kathryn
Marie Johnson filed for Chapter 11 bankruptcy protection on
February 11, 2010 (Bankr. D. Minn. Case No. 10-40957).  Steven H.
Silton, Esq., at Hinshaw & Culbertson LLP, 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 assets.


ADRIAN THEODORE: Gets OK to Hire H&C as Bankruptcy Counsel
----------------------------------------------------------
Adrian T. Johnson and Kathryn M. Johnson sought and obtained
authorization from the U.S. Bankruptcy Court for the District of
Minnesota to employ Steven H. Silton and the law firm of
Hinshaw & Culbertson LLP as bankruptcy counsel.

Steven H. Silton, a partner at H&C, will assist the Debtors in
carrying out their duties under Title 11 of the U.S. Code, and to
perform other legal services necessary to the Debtors.

The Debtors proposed that the employment be on a general retainer
with fees calculated on a reasonable fee basis, dependent
primarily on the number of hours expended, but taking into
consideration any risk that there may not be funds available to
pay fees, any delay in making payments of fees, and other factors
as may be appropriate, subject to the approval of the Court.  The
Debtors requested that fee applications for professionals employed
by the Debtors be heard on intervals of 90 days.  The Debtors
requested that the professionals employed by the Debtors be
permitted to submit invoices to the Debtors on a monthly basis,
and that the Debtors be authorized to pay 80% of fees and 100% of
costs owing pursuant to the monthly invoices.

Mr. Silton assured the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Wayzata, Minnesota-based Adrian Theodore Johnson, Jr., and Kathryn
Marie Johnson filed for Chapter 11 bankruptcy protection on
February 11, 2010 (Bankr. D. Minn. Case No. 10-40957).  The
Company listed $1,000,001 to $10,000,000 in assets and $10,000,001
to $50,000,000 in assets.


ADRIAN THEODORE: Section 341(a) Meeting Scheduled for March 25
--------------------------------------------------------------
The U.S. Trustee for Region 12 will convene a meeting of creditors
in Adrian Theodore Johnson Jr. and Kathryn Marie Johnson's Chapter
11 case on March 25, 2010, at 10:00 a.m.  The meeting will be held
at U.S. Courthouse, Room 1017, 300 S 4th Street, Minneapolis, MN
55415.

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.

Wayzata, Minnesota-based Adrian Theodore Johnson, Jr., and Kathryn
Marie Johnson filed for Chapter 11 bankruptcy protection on
February 11, 2010 (Bankr. D. Minn. Case No. 10-40957).  Steven H.
Silton, Esq., at Hinshaw & Culbertson LLP, 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 assets.


AFFINITY GROUP: Inks Amended Credit Deals with Two Banks
--------------------------------------------------------
Affinity Group Inc. entered into a second amended and restated
credit agreement to refinance its existing senior credit facility
($128.9 million aggregate principal amount outstanding) which was
scheduled to mature on March 31, 2010, and second lien notes
totaling $9.7 million due July 31, 2010.

The AGI New Senior Credit Agreement provides for term loans
aggregating $144.3 million, including an original issue discount
of 2%, that are payable in quarterly installments of $360,750
beginning March 1, 2011.  In addition, there are mandatory
prepayments of the term loans from excess cash flow of AGI and
from asset sales.  The term loans under the AGI New Senior Credit
Agreement mature on the earlier of March 1, 2015, or 90 days prior
to the maturity of either AGI's 9% senior subordinated notes due
2012 or AGHI's 10-7/8% senior notes due 2012.  Interest on the
term loans under the AGI New Senior Credit Agreement floats at
either 8.75% over the base rate for borrowings whose interest is
based on the prime rate or 10.0% over the LIBOR rate for
borrowings whose interest is based on LIBOR.

The AGI New Senior Credit Agreement contains affirmative
covenants, including financial covenants, and negative covenants,
including a restriction on dividends or distributions by AGI to
AGHI.  Borrowings under the AGI New Senior Credit Agreement are
guaranteed by the direct and indirect subsidiaries of AGI and are
secured by liens on the assets of AGI and its direct and indirect
subsidiaries.  As a condition to the term loans under the AGI New
Senior Credit Agreement, AGHI acquired the $25.4 million of AGHI
Notes due on March 15, 2010, that were held by an affiliate of
AGHI and cancelled those notes.

A full-text copy of the Second Amended and Restated Credit
Agreement with Wilmington Trust FSB is available for free at
http://ResearchArchives.com/t/s?56fd

                        CWI Credit Facility

In addition, on March 1, 2010, AGI's wholly-owned subsidiary,
Camping World, Inc., an indirect subsidiary, CWI, Inc., as co-
borrowers, and Camping World's subsidiaries entered into a credit
agreement providing for an asset based lending facility of up to
$22 million, of which $10 million is available for letters of
credit and $12 million is available for revolving loans.  The CW
Credit Facility matures on the earlier of March 1, 2013, 60 days
prior to the date of maturity of the AGI New Senior Credit
Agreement, or 120 days prior to the earlier date of maturity of
the AGI Notes and the AGH Notes.

Interest under the revolving loans under the CW Credit Facility
floats at either 3.25% over the base rate for borrowings whose
interest is based on the prime rate or 3.25% over the LIBOR rate
for borrowings whose interest is based on LIBOR.   Borrowings
under the CW Credit Facility are based on the borrowing base of
eligible inventory and accounts receivable of Camping World and
its subsidiaries.  The CW Credit Facility contains affirmative
covenants, including financial covenants, and negative covenants.
Borrowings under the Camping World Credit Agreement are guaranteed
by the direct and indirect subsidiaries of Camping World and are
secured by a pledge on the stock of Camping World and its direct
and indirect subsidiaries and liens on the assets of Camping World
and its direct and indirect subsidiaries.  The lenders under the
AGI New Senior Credit Agreement and the CW Credit Facility have
entered into an intercreditor agreement that governs their rights
in the collateral that is pledged to secure their respective
loans.

A full-text copy of the Credit Agreement with SunTrust Bank, as
the Issuing Bank, and SunTrust Bank, as the Administrative Agent,
is available for free at http://ResearchArchives.com/t/s?56fe

                       About Affinity Group

Affinity Group Holding, Inc., is a large member-based direct
marketing company, targeting North American recreational vehicle
owners and outdoor enthusiasts.  The company reported net revenue
of $506 million for the LTM period ended March 31, 2009.

At September 30, 2009, the Company had $230,111,000 in total
assets against $560,760,000 in total liabilities, resulting in
$330,649,000 in stockholders' deficit.  The September 30 balance
sheet showed strained liquidity: The Company had $117,673,000 in
total current assets against $291,986,000 in total current
liabilities.

Affinity Group carries a 'Caa1' long term corporate family rating
from Moody's and a 'CCC' issuer credit rating from Standard &
Poor's.


AIRTRAN HOLDINGS: Earns $134.7 Million in 2009
----------------------------------------------
AirTran Holdings, Inc., filed its annual report on Form 10-K,
showing net income of $134.7 million on $2.3 billion of revenue
for 2009, compared to a net loss of $266.3 million on $2.6 billion
of revenue for 2008.

The Company's balance sheet as of Dec. 31, 2009, showed
$2.3 billion in assets, $726.5 million of debts, and
$501.9 million in stockholders' equity.

Currently, the Company's public debt is rated below-investment
grade.  This may adversely affect the Company's borrowing costs or
ability to borrow.

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

                  http://researcharchives.com/t/s?53dc

                      About AirTran Holdings

Headquartered in Orlando Florida, AirTran Holdings Inc. (NYSE:
AAI) -- http://www.airtran.com/-- through its wholly owned
subsidiary, AirTran Airways, Inc., operates scheduled airline
service throughout the United States and to selected international
locations.  As of February 1, 2010, the Company operated 86 Boeing
B717-200 aircraft and 52 Boeing B737-700 aircraft offering
approximately 700 scheduled flights per day to 63 locations in the
United States, including San Juan, Puerto Rico, and to Orangestad,
Aruba, Cancun, Mexico, and Nassau, The Bahamas.

                          *     *     *

As reported by the Troubled Company Reporter on December 28, 2009,
Moody's Investors Service raised its ratings of AirTran Holdings'
corporate family and probability of default ratings each to Caa1
from Caa2.  The 'Caa1' corporate family rating considers the still
high leverage and AirTran's exposure to cyclical risks in the
airline industry.

The airline's carries a corporate credit rating of CCC+/Stable/--
from Standard & Poor's.


AMERICAN AXLE: Posts $253.3 Million Net Loss in 2009
----------------------------------------------------
American Axle & Manufacturing Holdings, Inc., filed its annual
report on Form 10-K, showing a net loss of $253.3 million on
$1.521 billion of revenue for 2009, compared with a net loss of
$1.224 billion on $2.109 billion of revenue for 2008.

The Company's balance sheet as of Dec. 31, 2009, showed
$1.987 billion in assets and $2.547 billion of debts, for a
$559.9 million stockholders' deficit.

The Company's current credit ratings are:

           Corporate Family     Secured Senior    Unsecured Senior
                Rating           Notes Rating       Notes Rating
           ----------------     --------------    ----------------
S & P             B-                  B                 CCC
Moody's          Caa2                 B2                Caa3
Fitch             B-                  B+                 CC

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

               http://researcharchives.com/t/s?5732

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- is a Tier I
supplier to the automotive industry.  American Axle manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.  American Axle is the principal supplier of
driveline components to General Motors for its rear-wheel drive
light trucks and SUVs manufactured in North America, supplying
substantially all of GM's rear axle and front four-wheel drive and
all-wheel drive (4WD/AWD) axle requirements for these vehicle
platforms.  Sales to GM were roughly 78% of the Company's total
net sales in 2009, 74% in 2008 and 78% in 2007.  In addition to
locations in the United States (Michigan, New York, Ohio and
Indiana and Pennsylvania), the Company also has offices or
facilities in Brazil, China, Germany, India, Japan, Luxembourg,
Mexico, Poland, Scotand, South Korea and Thailand.


AMERICAN GENERAL: WFI and AIG Bank Settle Civil Lawsuit with DOJ
----------------------------------------------------------------
American General Finance Corporation discloses that on March 4,
2010, its wholly owned subsidiary Wilmington Finance, Inc. and AIG
Federal Savings Bank, a non-subsidiary affiliate of AGFC, settled
a civil lawsuit brought by the United States Department of Justice
for alleged violations of the Fair Housing Act and the Equal
Credit Opportunity Act.  The DOJ has alleged that WFI and AIG Bank
allowed independent wholesale mortgage loan brokers to charge
certain minority borrowers higher broker fees than were charged to
certain other borrowers between 2003 and 2006.  Wilmington Finance
and AIG Bank deny any legal violation, and maintain that at all
times they conducted their lending and other activities in
compliance with fair-lending and other laws.  As part of the
settlement, Wilmington Finance and AIG Bank agreed to provide $6.1
million for borrower remediation.  Upon completion of the
remediation, all remaining funds will be distributed for consumer
education purposes.  In the event that the remaining funds do not
total at least $1 million, AIG Bank and Wilmington Finance have
agreed to replenish the fund up to $1 million for distribution for
educational purposes.  In addition, AIG Bank and Wilmington
Finance will incur certain costs associated with administering the
settlement.  Wilminton Finance ceased wholesale mortgage lending
originations in 2008.

                            About AGFC

Evansville, Ind.-based American General Finance Corporation is a
financial services holding company with subsidiaries engaged in
the consumer finance and credit insurance businesses.
At December 31, 2009, the Company had 1,178 branch offices in 39
states, Puerto Rico and the U.S. Virgin Islands; foreign
operations in the United Kingdom; and approximately 6,500
employees.  AGFC is a wholly owned subsidiary of American General
Finance, Inc.  Effective June 29, 2007, AGFI became a direct
wholly owned subsidiary of AIG Capital Corporation, a direct
wholly owned subsidiary of American International Group, Inc.

The Company's balance sheet as of Dec. 31, 2009, showed
$22.6 billion in assets, $20.2 billion of debts, and $2.4 billion
of stockholders' equity.

                          *     *     *

American General Finance Corporation filed its annual report on
Form 10-K on March 5, 2010.  PricewaterhouseCoopers LLP, the
Company's independent auditors reported that the Company is
dependent upon the continued financial support of its ultimate
parent company, American International Group, Inc., to meet its
financial obligations as they become due and to support its
ongoing operations.


AMERICAN GENERAL: Posts $473.9 Million Net Loss in 2009
-------------------------------------------------------
American General Finance Corporation filed its annual report on
Form 10-K, showing a net loss of $473.9 million on $2.2 billion of
revenue for 2009, compared with a net loss of $1.3 billion on
$2.7 billion of revenue for 2008.

The Company's balance sheet as of Dec. 31, 2009, showed
$22.6 billion in assets, $20.2 billion of debts, and $2.4 billion
of stockholders' equity.

PricewaterhouseCoopers LLP, in Chicago, Illinois, said that the
Company is dependent upon the continued financial support of its
ultimate parent company, American International Group, Inc., to
meet its financial obligations as they become due and to support
its ongoing operations.

The Company says that due to a combination of the challenges
facing AIG, its dependency on AIG, its liquidity concerns, its
results of operations, downgrades of its credit ratings by the
rating agencies, and the turmoil in the capital markets, the
Company currently has no access to the unsecured debt market, and
the maximum amount of its credit facilities has been drawn.

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

               http://researcharchives.com/t/s?573a

                            About AGFC

Evansville, Ind.-based American General Finance Corporation is a
financial services holding company with subsidiaries engaged in
the consumer finance and credit insurance businesses.
At December 31, 2009, the Company had 1,178 branch offices in 39
states, Puerto Rico and the U.S. Virgin Islands; foreign
operations in the United Kingdom; and approximately 6,500
employees.  AGFC is a wholly owned subsidiary of American General
Finance, Inc.  Effective June 29, 2007, AGFI became a direct
wholly owned subsidiary of AIG Capital Corporation, a direct
wholly owned subsidiary of American International Group, Inc.


AMERICAN HOMEPATIENT: Reports $13.1 Million Net Loss in 2009
------------------------------------------------------------
American HomePatient, Inc., disclosed Thursday its financial
results for the fourth quarter and year ended December 31, 2009.

Net loss for the fourth quarter of 2009 was $1.2 million, or $0.07
per diluted share, compared to net income of $1.5 million, or
$0.09 per diluted share, for the fourth quarter of 2008.  Net loss
for the year ended December 31, 2009, was $13.1 million, or $0.75
per diluted share, compared to net income of $514,000, or $0.03
per diluted share for the same period in 2008.

Revenues for the fourth quarter of 2009 were $61.3 million
compared to $67.8 million for the fourth quarter of 2008,
representing a decrease of $6.5 million, or 9.6%.  Revenues for
the year ended December 31, 2009, were $236.3 million compared to
$266.9 million for the same period in 2008, representing a
decrease of $30.6 million, or 11.5%.  Medicare reimbursement
reductions effective January 1, 2009, reduced revenues by
approximately $6.5 million in the fourth quarter of 2009 and
$27.4 million for the year ended December 31, 2009.  Further
reductions in revenues in 2009 resulted from the impact of
Medicare policy changes related to coverage guidelines for
positive airway pressure devices, a change in inhalation drug
product mix resulting from Medicare reimbursement reductions, and
the Company's reduced emphasis on less profitable product lines
such as non-respiratory durable medical equipment and infusion
therapy.  These revenue decreases were partially offset by growth
in sleep therapy revenue.

Operating expenses declined in the fourth quarter of 2009 compared
to the fourth quarter of 2008 by approximately $1.6 million, or
4.9%.  Operating expenses for the year ended December 31, 2009,
compared to the same period in 2008 declined by $8.0 million, or
6.0%.  The decreases in operating expenses for the fourth quarter
and year ended December 31, 2009, were primarily the result of
improved operating efficiencies and the resulting reduced
operating costs, partially offset by increases in certain expenses
associated with the development and implementation of initiatives
designed to provide additional productivity improvements.  Areas
of focus have included centralization of branch functions,
consolidation of branches, improved routing and delivery systems,
and more effective utilization of leased space.

Adjusted EBITDA was $9.4 million, or 15.3% of net revenue, for the
fourth quarter of 2009 compared to $14.2 million, or 20.9% of net
revenue, for the same period of 2008.  Adjusted EBITDA was
$32.7 million, or 13.8% of net revenue, for the year ended
December 31, 2009, compared to $51.6 million, or 19.3% of net
revenue, for the same period of 2008.

Medicare reimbursement cuts effective January 1, 2009, reduced
adjusted EBITDA and net income in the fourth quarter and twelve
months of 2009 by approximately $6.5 million and $27.4 million,
respectively.  Adjusted EBITDA and net income were further reduced
in 2009 as a result of the impact of Medicare policy changes
related to coverage guidelines for positive airway pressure
devices and a change in inhalation drug product mix resulting from
Medicare reimbursement reductions.  These items were partially
offset by reduced operating expenses resulting from improved
operating efficiencies, reduced bad debt expense resulting from
improved revenue qualification and collection processes, and
growth in sleep therapy revenues.

                      Secured Debt Maturity

The Company has secured debt of $226.4 million that was due to be
repaid on August 1, 2009.  As previously disclosed, a series of
forbearance agreements have been entered into by and among the
Company, the agent for the secured debt, and certain forbearance
holders.  The parties to the forbearance agreement have agreed to
not exercise, prior to the expiration of the term of the
agreement, any of the rights or remedies available to them as a
result of the Company's failure to repay the secured debt on the
maturity date.  The current forbearance agreement expires
March 16, 2010.  Since the maturity date, the Company has
continued to pay interest on a monthly basis in an amount
consistent with the original terms of the secured debt.  The
Company, the agent, and the forbearance holders continue to work
toward a resolution of the debt maturity issue.  However, there
can be no assurance a resolution will be reached with favorable
terms to the Company and its stockholders or at all.

                          Balance Sheet

The Company's balance sheet as of Dec. 31, 2009, showed
$239.3 million in assets and $276.3 million of debts, for a
stockholders' deficit of $37.0 million.

The Company also reported $66.0 million in current assets and
$264.2 million of current liabilities, for a net working capital
deficiency of $198.1 million.

                       Going Concern Doubt

KPMG LLP, in Nashville, Tennessee, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors noted that of the Company's net capital
deficiency and net working capital deficiency resulting from
$226.4 million of debt that matured on August 1, 2009.

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

                   http://researcharchives.com/t/s?5737

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

                   http://researcharchives.com/t/s?5736

                    About American HomePatient

Brentwood, Tenn.-based American HomePatient, Inc. (OTC BB: AHOM)
is one of the nation's largest home health care providers with
operations in 33 states.  Its product and service offerings
include respiratory services, infusion therapy, parenteral and
enteral nutrition, and medical equipment for patients in their
home.  American HomePatient, Inc.'s common stock is currently
traded in the over-the-counter market or, on application by
broker-dealers, in the NASD's Electronic Bulletin Board under the
symbol AHOM or AHOM.OB.


AMERICAN INT'L: Units Settle Mortgage Discrimination Case
---------------------------------------------------------
ABI reports that the Department of Justice said yesterday that two
AIG units settled federal charges that they discriminated against
African American home buyers on fees for mortgages and will pay
$7.1 million for restitution and education efforts.

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

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

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


AMERIGROW RECYCLING: Files Proposed Plan of Reorganization
----------------------------------------------------------
Amerigrow Recycling-Delray, Limited Partnership, et al., filed
with the U.S. Bankruptcy Court for the Southern District of
Florida a Disclosure Statement explaining their proposed Plan of
Reorganization.

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

According to the Disclosure Statement, the Plan provides for all
assets of the estates to be transferred to and vested in the
respective Reorganized Debtor under the sole control of the
respective Reorganized Debtor, free and clear of all liens,
claims, encumbrances and interests of any kind except as provided
under the Plan.

The distributions required under the Plan will be funded by the
Debtors' cash on hand as of the effective date and the Reorganized
Debtors' business operations.  In addition, the Debtors will be
authorized to commence or continue litigation on behalf of the
estate to recover, inter alia, voidable transfers and other
claims, if any.

Secured creditors are expected to receive full recovery on account
of their claims.  The Plan did not provide for the estimated
percentage recovery by holders of unsecured claims.  The Debtors
do not expect there would be funds for distributions available for
interest holders.

Interests in Reorganized Amerigrow Corp. will be issued to Janet
Tomlinson (50%) and Silvia Kearney (50%).

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

                    About Amerigrow Recycling

Delray Beach, Florida-based Amerigrow Recycling-Delray, Limited
Partnership -- dba Amerigriow Recycling, Amerigrow Soils,
Amerigrow Golf, Amerigrow Trucking, Mulching Solutions -- was
founded in 1995, and operates as a full-service organic-recycling
facility, accepting organic landscape debris at its convenient
drive-thru Delray Beach store and dumping facility.

Amerigrow Recycling and its affiliates filed for Chapter 11 on
November 2, 2009 (Bankr. S.D. Fla. Case No. 09-34122).  The
Company listed $10,000,001 to $50,000,000 in assets and debts.


ARENA MEDIA: Files Schedules of Assets & Liabilities
----------------------------------------------------
Arena Media Networks LLC has filed with the U.S. Bankruptcy Court
for the Southern District of New York its schedules of assets and
liabilities, disclosing:

  Name of Schedule                     Assets          Liabilities
  ----------------                     ------          -----------
A. Real Property                          $0
B. Personal Property              $5,016,908
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $17,000,422
E. Creditors Holding
   Unsecured Priority
   Claims                                                  $50,535
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $5,727,773
                               -------------          ------------
          TOTAL                   $5,016,908           $22,778,730

New York-based Arena Media Networks LLC provides video networks at
concessions stands at 52 sports venues.  The petition says assets
are less than $10 million while debt exceeds $10 million.

The Company filed for Chapter 11 bankruptcy protection on
February 8, 2010 (Bankr. S.D.N.Y. Case No. 10-10667).  Ian R.
Winters, Esq., and Joseph Corneau, Esq., at Klestadt & Winters,
LLP, assist the Company in its restructuring effort.  The Company
estimated its assets at $1,000,001 to $10,000,000 and liabilities
at $10,000,001 to $50,000,000.


ARENA MEDIA: Taps Klestadt & Winters as Bankruptcy Counsel
----------------------------------------------------------
Arena Media Networks, LLC, has sought permission from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Klestadt & Winters, LLP, as bankruptcy counsel, nunc pro tunc to
the Petition Date.

K&W will, among other things:

     (a) perform appropriate services as the Debtor's counsel,
         including, without limitation, advising the Debtor,
         representing the Debtor, and preparing necessary
         documents on behalf of the Debtor;

     (b) take necessary actions to protect and preserve the
         Debtor's estate during the Case, including the
         prosecution of actions by the Debtor, the defense of any
         actions commenced against the Debtor in the context of
         the case, negotiations concerning all litigation in which
         the Debtor is involved, and objecting to claims filed
         against the estate;

     (c) prepare necessary motions, applications, answers, orders,
         reports, and papers in connection with the administration
         of the Debtor's bankruptcy case; and

     (d) provide counsel to the Debtor with regard to its rights
         and obligations as debtor in possession.

Ian R. Winters, a partner at K&W, says that the firm will be paid
based on the hourly rates of its personnel:

         Ian R. Winters                   $475
         Partners                      $575-$395
         Of Counsel                    $475-$575
         Associates                    $195-$360
         Paralegals                       $150

Mr. Winters assures the Court that K&W is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

New York-based Arena Media Networks LLC provides video networks at
concessions stands at 52 sports venues.  The petition says assets
are less than $10 million while debt exceeds $10 million.

The Company filed for Chapter 11 bankruptcy protection on
February 8, 2010 (Bankr. S.D.N.Y. Case No. 10-10667).  The Company
estimated its assets at $1,000,001 to $10,000,000 and liabilities
at $10,000,001 to $50,000,000.


ARENA MEDIA: Proposes to Hold Access 360-Led Auction
----------------------------------------------------
Arena Media Networks, LLC, has sought approval from the U.S.
Bankruptcy Court for the Southern District of New York for a
process of selling its assets, free and clear of liens, claims and
encumbrances.

The Debtor has signed a contract with Access 360 Media, Inc., as
purchaser.  Absent higher and better offers, Access 360 will
purchase the assets at a purchase price equal to: (i) the value of
Access' DIP claim; (ii) the assumption of liabilities, including
the payment of designated cure costs; (iii) $100,000 for remaining
creditors; and (iv) a maximum of $50,000, plus access to the
Purchaser's back office resources and administrative services, to
wind up the estate.  The Purchaser will assume and the designated
contract liability and diversified media liability up to $565,293,
and will perform in accordance with their terms, the designated
contracts including the designated cure costs.

The proposed sale would result in the satisfaction of the entire
DIP Loan up to $800,000, plus the lender's interest, fees and
expenses.

The Debtor has also proposed a March 18, 2010 auction if other
parties are interested in the assets.  Entities that want to make
a bid for the assets must (i) present an offer that will be on
substantially the same terms and conditions as the Asset Purchase
Agreement with the Purchaser, except for price; (ii) pay the
purchase price to the Debtor of not less than $7 million, and;
(ii) make an earnest money deposit of 10% of the competing offer
in the form of a certified or cashier's check made payable to
Klestadt & Winters, LLP Escrow Management Account.  The deadline
for competing offers is March 16, 2010.

Any further bids made at the auction will be in increments of at
least $150,000 greater than the preceding bid.

Debtor will pay Purchaser a break-up fee of 3.0% of the Purchase
Price inclusive of costs of assumption of debt currently estimated
at $5.2 million and the Purchase DIP Claim, with a floor of no
less than $180,000, plus reimbursement of Purchaser's expenses,
including attorneys, investment banking, accountant and other
professional fees and expense incurred in pursuit of its bid and
preparation of the Asset Purchase Agreement and related documents.
The break-up fee and reimbursement expense will constitute a first
priority administrative expense of the Debtor and will be paid
within two days of any closing in connection with the acquired
assets and without further order or application to the Bankruptcy
Court.

The Debtor has asked for a March 22, 2010 hearing for the Court to
consider approval of the sale transaction.

A copy of the bidding procedures is available for free at:

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

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

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

New York-based Arena Media Networks LLC provides video networks at
concessions stands at 52 sports venues.  The petition says assets
are less than $10 million while debt exceeds $10 million.

The Company filed for Chapter 11 bankruptcy protection on
February 8, 2010 (Bankr. S.D.N.Y. Case No. 10-10667).  Ian R.
Winters, Esq., and Joseph Corneau, Esq., at Klestadt & Winters,
LLP, assist the Company in its restructuring effort.  The Company
estimated its assets at $1,000,001 to $10,000,000 and liabilities
at $10,000,001 to $50,000,000.


ARENA MEDIA: Gets Interim Okay to Obtain Postpetition Financing
---------------------------------------------------------------
Arena Media Networks, LLC, sought and obtained interim
authorization from the U.S. Bankruptcy Court for the Southern
District of New York to obtain postpetition secured financing from
Access 360 Media Networks, Inc.

The DIP lender has committed to provide up to $800,000.  Upon the
entry of the interim order, the Debtor will be authorized to
obtain equal to $280,000 in financing.

Ian R. Winters, Esq., at Klestadt & Winters, LLP, the attorney for
the Debtor, explains that the Debtor needs the money to fund its
Chapter 11 case, pay suppliers and other parties.

The DIP facility will mature on March 31, 2010.  The interest rate
applicable to the DIP Loan will be equal to the prime rate
published in the Wall Street Journal as of the date of the DIP
Agreement plus 175 basis points, calculated on a 360 day year for
the actual days elapsed.

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

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

New York-based Arena Media Networks LLC provides video networks at
concessions stands at 52 sports venues.  The petition says assets
are less than $10 million while debt exceeds $10 million.

The Company filed for Chapter 11 bankruptcy protection on
February 8, 2010 (Bankr. S.D.N.Y. Case No. 10-10667).  Ian R.
Winters, Esq., and Joseph Corneau, Esq., at Klestadt & Winters,
LLP, assist the Company in its restructuring effort.  The Company
estimated its assets at $1,000,001 to $10,000,000 and liabilities
at $10,000,001 to $50,000,000.


ARTHUR GROOM: Asks for Court OK to Obtain DIP Financing
-------------------------------------------------------
Arthur Groom & Company, Inc., has sought permission from the U.S.
Bankruptcy Court for the District of New Jersey to obtain credit
or incur debt secured by a lien on property of the estate that
isn't otherwise subject to a lien, through a consignment
arrangement.

John P. Di Iorio, Esq., at Shapiro & Croland, the attorney for the
Debtor, says that through a consignment arrangement, the Debtor
seeks to augment its inventory and thereby increase its revenue to
enhance its reorganization prospects.  The vendors who will supply
the Debtor with inventory on consignment seek to obtain a first
priority lien on the consigned inventory and the proceeds thereof.

The Debtor obtained goods on consignment from vendors, including:

     -- RDI Trading;
     -- B.A. Gold;
     -- United Pearl;
     -- Stuller;
     -- Suna Brothers
     -- Gem Wave;
     -- Simon Ardem;
     -- Byard & Brogan;
     -- Coast Diamond;
     -- Varner;
     -- Saturn;
     -- KimMarie Designs;
     -- Quality Designs;
     -- Edgar Neira;
     -- Memoire;
     -- David Buyers; and
     -- Herco.

The Debtor will hold the inventory for sale on consignment.  The
Vendors will have a first priority perfected, purchase-money
security interest and lien in the specific inventory each of the
vendors supplies to the Debtor and the proceeds thereof.  The
Debtor will account to each of the Vendors and remit the proceeds
of sale from any consigned inventory to each of the Vendors by the
31th day of the month following the sale of consigned inventory.

A copy of the consignment agreement is available for free at:

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

Arthur Groom & Company, Inc., operates a retail jewelry store in
Ridgewood, New Jersey.  The Company filed for Chapter 11
bankruptcy protection on February 3, 2010 (Bankr. D. N.J. Case No.
10-13221).  The Company listed $1,000,001 to $10,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


ARTHUR GROOM: Gets Interim Nod to Use Cash Collateral
-----------------------------------------------------
Arthur Groom & Company, Inc., sought and obtained interim
authorization from the U.S. Bankruptcy Court for the District of
New Jersey to use until March 17, 2010, the cash collateral
securing their obligation to their prepetition lenders.

TD Bank, N.A.; Velocity Financing Group, Inc.; Alliance Leasing;
Co-Activ Capital Partners; and M&I Equipment Finance Company may
claim an interest in the Debtor's cash collateral.

John P. Di Iorio, Esq., at Shapiro & Croland, the attorney for the
Debtor, explains that the Debtor needs the money to fund its
Chapter 11 case, pay suppliers and other parties.  The Debtor will
use the collateral pursuant to a budget, a copy of which is
available for free at:

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

In exchange for using the cash collateral, the Debtor will grant
the Lenders a replacement lien as well as monthly payments.

The Court has set a final hearing for March 17, 2010, on the
Debtor's request to use cash collateral.

Arthur Groom & Company, Inc., operates a retail jewelry store in
Ridgewood, New Jersey.  The Company filed for Chapter 11
bankruptcy protection on February 3, 2010 (Bankr. D. N.J. Case No.
10-13221).  The Company listed $1,000,001 to $10,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


ARVINMERITOR INC: Inks Underwriting Deal for 17.35-Mil. Shares
--------------------------------------------------------------
ArvinMeritor Inc. entered into an underwriting agreement with J.P.
Morgan Securities Inc., Citigroup Global Markets Inc. and UBS
Securities LLC, as representatives of the several underwriters
named therein, in connection with the offer and sale of 17,350,000
shares of common stock, par value $1.00 per share, of the Company
in an underwritten public offering.

Pursuant to the Equity Underwriting Agreement, the Company also
granted the Equity Underwriters an over-allotment option, which
the Equity Underwriters exercised in full on March 1, 2010, to
purchase up to an additional 2,602,500 shares of the Company's
common stock.  The Equity Underwriting Agreement contains
representations, warranties and agreements of the Company,
conditions to closing, indemnification and contribution rights and
obligations of the parties, termination provisions and other terms
and conditions, in each case, that are customary in agreements of
this type.  The issuance and sale of the Shares closed on March 3,
2010.  The net proceeds to the Company from the sale of the
Shares, after deducting Equity Underwriters' discounts and
commissions and other estimated offering expenses payable by the
Company, were approximately $199 million.

Certain of the Equity Underwriters or their affiliates
participated as Debt Underwriters of the Company's offering of the
Securities in an underwritten public offering that occurred
concurrently with the offering of the Shares, and certain of the
Equity Underwriters are acting as dealer managers for the
Company's pending offer to purchase up to $175 million aggregate
principal amount of the Company's 8-3/4% notes due 2012.  Certain
of the Equity Underwriters or their affiliates are holders of the
Company's 8-3/4% notes due 2012 that are subject to such pending
offer to purchase.

In addition, certain of the Equity Underwriters or their
affiliates are lenders under the Company's senior secured credit
facility.  From time to time in the ordinary course of their
respective businesses, the Equity Underwriters and their
affiliates have engaged in and may in the future engage in
commercial banking, investment management, investment banking,
derivatives and/or financial advisory and other commercial
transactions and services with the Company and its affiliates
for which they have received or will receive customary fees and
commissions.

A full-text copy of the Equity Underwriting Agreement is available
for free at http://ResearchArchives.com/t/s?5724

                      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.


AVAYA INC: Bank Debt Trades at 12% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Avaya, Inc., is a
borrower traded in the secondary market at 87.70 cents-on-the-
dollar during the week ended Friday, March 5, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.70 percentage
points from the previous week, The Journal relates.  The Company
pays 275 basis points above LIBOR to borrow under the facility.
The bank loan matures on Oct. 26, 2014.  Moody's and Standard &
Poor's do not rate the bank debt.  The debt is one of the biggest
gainers and losers among 190 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Avaya, Inc., based in Basking Ridge, New Jersey, is a supplier of
communications systems and software for enterprise customers.

The Troubled Company Reporter stated on Dec. 23, 2009, that
Moody's downgraded Avaya's corporate family rating to B3 from B2.
The downgrade was driven by challenges presented by the
acquisition of Nortel's enterprise assets as well as the large
amount of additional debt incurred to finance the acquisition
(approximately $1 billion).

The TCR reported on Sept. 16, 2009, that Standard & Poor's placed
its ratings, including the 'B' corporate credit rating, on Avaya,
Inc., on CreditWatch with negative implications, following the
company's announcement that it has been accepted as the buyer of
Nortel Networks Corp.'s (not rated) Enterprise Solutions
businesses, for $900 million.


AVIS BUDGET: BlackRock Holds 5.52% of Common Stock
--------------------------------------------------
BlackRock Inc. disclosed that it may be deemed to beneficially own
5,632,243 shares or roughly 5.52% of the common stock of Avis
Budget Group Inc.

Avis Budget Group (NYSE: CAR) -- http://www.avisbudgetgroup.com/
-- provides vehicle rental services, with operations in more than
70 countries.  Through its Avis and Budget brands, the Company is
a general-use vehicle rental company in each of North America,
Australia, New Zealand and certain other regions based on
published airport statistics.  Avis Budget Group is headquartered
in Parsippany, N.J. and has roughly 24,000 employees.

At December 31, 2009, the Company had $10.093 billion in total
assets against total current liabilities of 1.284 billion, total
liabilities exclusive of liabilities under vehicle programs of
$4.033 billion, and liabilities under vehicle programs of
$5.828 billion, resulting in stockholders' equity of $222 million.

                           *     *     *

As reported by the Troubled Company Reporter on February 19, 2010,
Moody's Investors Service changed the rating outlook for Avis
Budget Car Rental LLC to Positive from Negative.  The company's
ratings remain unchanged -- Corporate Family Rating at B2;
Probability of Default Rating at B2; senior secured credit
facilities at Ba3; senior unsecured at Caa1; and Speculative Grade
Liquidity rating at SGL-3.  The change in outlook reflects the
considerable improvement that continues to take place in Avis'
operating, competitive, and funding environment.

As reported by the TCR on February 4, 2010, Standard & Poor's
Ratings Services raised its corporate credit rating on Avis Budget
Group Inc. to 'B+' from 'B-'.  S&P also raised the other ratings
on the company by two notches, and the recovery ratings on the
company's secured and unsecured debt remain unchanged.


AVIS BUDGET: Columbia Wanger Asset Holds 6.2% of Common Stock
-------------------------------------------------------------
Columbia Wanger Asset Management, L.P., disclosed that it may be
deemed to beneficially own 6,358,250 shares or roughly 6.2% of the
common stock of Avis Budget Group Inc.

Fidelity Management & Research Company, a wholly owned subsidiary
of FMR LLC, is the beneficial owner of 13,704,356 shares or
13.437% of the Common Stock outstanding of Avis Budget Group as a
result of acting as investment adviser to various investment
companies.

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 13,704,356
shares owned by the Funds.

                      About Avis Budget Group

Avis Budget Group (NYSE: CAR) -- http://www.avisbudgetgroup.com/
-- provides vehicle rental services, with operations in more than
70 countries.  Through its Avis and Budget brands, the Company is
a general-use vehicle rental company in each of North America,
Australia, New Zealand and certain other regions based on
published airport statistics.  Avis Budget Group is headquartered
in Parsippany, N.J. and has roughly 24,000 employees.

At December 31, 2009, the Company had $10.093 billion in total
assets against total current liabilities of 1.284 billion, total
liabilities exclusive of liabilities under vehicle programs of
$4.033 billion, and liabilities under vehicle programs of
$5.828 billion, resulting in stockholders' equity of $222 million.

                           *     *     *

As reported by the Troubled Company Reporter on February 19, 2010,
Moody's Investors Service changed the rating outlook for Avis
Budget Car Rental LLC to Positive from Negative.  The company's
ratings remain unchanged -- Corporate Family Rating at B2;
Probability of Default Rating at B2; senior secured credit
facilities at Ba3; senior unsecured at Caa1; and Speculative Grade
Liquidity rating at SGL-3.  The change in outlook reflects the
considerable improvement that continues to take place in Avis'
operating, competitive, and funding environment.

As reported by the TCR on February 4, 2010, Standard & Poor's
Ratings Services raised its corporate credit rating on Avis Budget
Group Inc. to 'B+' from 'B-'.  S&P also raised the other ratings
on the company by two notches, and the recovery ratings on the
company's secured and unsecured debt remain unchanged.


AVIS BUDGET: Unit to Offer $400 Million of Senior Notes
-------------------------------------------------------
Avis Budget Group Inc. reported that its wholly owned subsidiary,
Avis Budget Car Rental LLC, intends to offer $400 million
aggregate principal amount of senior notes.  The notes will be
senior obligations of Avis Budget Car Rental, LLC and will be
guaranteed on a senior basis by Avis Budget Group and certain of
its domestic subsidiaries.

The Company intends to use the net proceeds of the offering to
help repay outstanding indebtedness on its floating rate term loan
and for general corporate purposes.  Including the effect of
interest rate hedges, the floating rate term loan being repaid has
an effective interest rate of approximately 9.2%.

Contemporaneously, the Company has also proposed an amendment to
its senior credit facility, which, among other items, would reduce
the maximum aggregate amount of debt outstanding under such
facility to $1.5 billion.  As part of the amendment, the company
will extend the maturities of approximately $1.2 billion of the
facility by two years, increase the interest rate spreads by 50
basis points, significantly reduce the principal amount of the
term loan outstanding, and revise the financial and non-financial
covenants to provide more flexibility to the Company.

The amendment also provides for payment of normal and customary
fees and expenses.  Although the Company has received commitments
from lenders for the proposed amendment, the amendment is subject
to satisfaction of customary closing conditions; therefore, there
can be no assurance that the proposed amendment will be completed
as contemplated or at all.

                      About Avis Budget Group

Avis Budget Group (NYSE: CAR) -- http://www.avisbudgetgroup.com/
-- provides vehicle rental services, with operations in more than
70 countries.  Through its Avis and Budget brands, the Company is
a general-use vehicle rental company in each of North America,
Australia, New Zealand and certain other regions based on
published airport statistics.  Avis Budget Group is headquartered
in Parsippany, N.J. and has roughly 24,000 employees.

At September 30, 2009, the Company had $9.96 billion in total
assets against total current liabilities of $858 million, total
liabilities exclusive of liabilities under vehicle programs of
$3.85 billion, and liabilities under vehicle programs of
$5.88 billion, resulting in stockholders' equity of $229 million.

                          *      *      *

According to the Troubled Company Reporter on Feb. 4, 2010,
Standard & Poor's Ratings Services raised its corporate credit
rating on Avis Budget Group Inc. to 'B+' from 'B-'.  S&P also
raised the other ratings on the company by two notches, and the
recovery ratings on the company's secured and unsecured debt
remain unchanged.  The outlook is now stable.


AVIZA TECHNOLOGY: Files Revised Plan of Liquidation
---------------------------------------------------
BankruptcyData reports that Aviza Technology filed with the U.S.
Bankruptcy Court a revised Plan of Liquidation and related
Disclosure Statement.

BData says the Plan provides for the consolidation of all assets
and all liabilities of ATI, Aviza and TTI into a single estate as
of the effective date of the Plan.  The consolidation of the
estates eliminates any inter-company claims between the three
Debtors not previously cancelled as well as the guaranties of the
obligations of one Debtor by either of the others.  Consolidation
also ensures that multiple and duplicative claims filed against
more than one Debtor will not improperly receive more than one
distribution. In addition, creditors of the consolidated estates
are combined for purposes of voting on the Plan.  Substantive
consolidation will not affect the treatment afforded to the banks'
allowed secured claim in the Plan and, therefore, will not affect
the right of the banks to be paid ahead of other creditors as
provided by the Plan.

The Court approved the sale of certain of the assets of the
Debtors and the assets and stock of certain of their direct and
indirect subsidiaries to Sumitomo Precision Products.  The
purchase transaction closed on October 16, 2009, and the
consideration, valued by the Debtors at approximately $60 million,
included cash, certain promissory notes and the assumption of
certain liabilities.

The Debtors' Plan will be implemented by distributing cash
received from the promissory notes, liquidation of the Debtors'
remaining assets and the wind down and upstreaming of cash by
direct and indirect subsidiaries of ATI to the Debtors. The Court
subsequently issued an order approving the Disclosure Statement
and scheduled an April 8, 2010 hearing to consider confirming the
Plan.

                    About Aviza Technology Inc.

Headquartered in Scotts Valley, California, Aviza Technology Inc.
(NASDAQ GM:AVZA) -- http://www.aviza.com/-- designs,
manufactures, sells and supports semiconductor capital equipment
and process technologies for the global semiconductor industry and
related markets.  The Company's systems are used in a variety of
segments of the semiconductor market for advanced silicon for
memory devices, 3-D packaging and power integrated circuits for
communications.  The Company's manufacturing, R&D, sales and
customer support facilities are located in the United Kingdom,
Germany, France, Taiwan, China, Japan, Korea, Singapore and
Malaysia.

The Company and two of its subsidiaries, Aviza Inc. and Trikon
Technologies Inc., filed for Chapter 11 bankruptcy protection on
June 9, 2009 (Bankr. N.D. Calif. Case No. 09-54511).  Judge Roger
L. Efremsky presides over the Chapter 11 case.  Attorneys at the
Law Offices of Murray and Murray represent the Debtors.  At the
time of the filing, Aviza Technology estimated assets and debts of
$10 million to $50 million.


BANK OF ILLINOIS: Closed; Heartland Bank Assumes All Deposits
-------------------------------------------------------------
Bank of Illinois, Normal, Illinois, was closed March 5 by the
Illinois Department of Financial Professional Regulation --
Division of Banking, which appointed the Federal Deposit Insurance
Corporation as receiver.  To protect the depositors, the FDIC
entered into a purchase and assumption agreement with Heartland
Bank and Trust Company, Bloomington, Illinois, to assume all of
the deposits of Bank of Illinois.

The two branches of Bank of Illinois will reopen as branches of
Heartland Bank and Trust Company.  Depositors of Bank of Illinois
will automatically become depositors of Heartland Bank and Trust
Company.  Deposits will continue to be insured by the FDIC, so
there is no need for customers to change their banking
relationship to retain their deposit insurance coverage.
Customers should continue to use their existing branch until they
receive notice from Heartland Bank and Trust Company that it has
completed systems changes to allow other Heartland Bank and Trust
Company branches to process their accounts as well.

As of December 31, 2009, Bank of Illinois had approximately
$211.7 million in total assets and $198.5 million in total
deposits.  Heartland Bank and Trust Company will pay the FDIC a
premium of 3.61 percent to assume all of the deposits of Bank of
Illinois.  In addition to assuming all of the deposits of the
failed bank, Heartland Bank and Trust Company agreed to purchase
essentially all of the assets.

The FDIC and Heartland Bank and Trust Company entered into a loss-
share transaction on $166.6 million of Bank of Illinois's assets.
Heartland Bank and Trust Company will share in the losses on the
asset pools covered under the loss-share agreement.  The loss-
share transaction is projected to maximize returns on the assets
covered by keeping them in the private sector.  The transaction
also is expected to minimize disruptions for loan customers. For
more information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-760-3641. Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/bankofillinois.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $53.7 million.  Heartland Bank and Trust Company's
acquisition of all the deposits was the "least costly" resolution
for the FDIC's DIF compared to all alternatives. Bank of Illinois
is the 24th FDIC-insured institution to fail in the nation this
year, and the third in Illinois.  The last FDIC-insured
institution closed in the state was George Washington Savings
Bank, Orland Park, on February 19, 2010.


BRIGHAM EXPLORATION: Posts $123 Million Net Loss in 2009
--------------------------------------------------------
Brigham Exploration Company filed its annual report on Form 10-K,
showing a net loss of $123.0 million on $70.4 million of revenue
for 2009, compared with a net loss of $162.2 million on
$127.8 million of revenue for 2008.

The Company's balance sheet as of Dec. 31, 2009, showed
$498.3 million in assets, $234.0 million of debts, and
$264.3 million of stockholders' equity.

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

                http://researcharchives.com/t/s?5739

                    About Brigham Exploration

Austin, Texas-based Brigham Exploration Company (NASDAQ: BEXP)
-- http://www.bexp3d.com/-- is an independent exploration,
development and production company that utilizes advanced
exploration, drilling and completion technologies to
systematically explore for, develop and produce domestic onshore
oil and natural gas reserves.  In late 2007, the majority of the
Company's drilling capital expenditures shifted from its
historically active areas in the Onshore Gulf Coast, the Anadarko
Basin and West Texas to the Williston Basin in North Dakota and
Montana, where the Company is currently targeting the Bakken,
Three Forks and Red River objectives.

                          *     *     *

As reported in the Troubled Company Reporter or October 26, 2009,
Moody's Investors Service upgraded Brigham Exploration Company's
Corporate Family Fating and Probability of Default Rating to Caa2
from Caa3, its senior unsecured note rating to Caa3 (LGD5-73%)
from Ca (LGD5-75%), and its Speculative Grade Liquidity rating to
SGL-2 from SGL-4.  The rating outlook is positive.


BRUNO'S SUPERMARKETS: Citigroup Reaches Agreement in Old Suit
-------------------------------------------------------------
Citigroup Inc. reached an agreement in a lawsuit with bondholders
in Bruno's Supermarkets LLC who sued units of the lender for as
much as $750 million.

Purchasers of senior subordinated notes issued in connection with
a 1995 leveraged recapitalization of Bruno's Inc., filed a
complaint in Alabama state court against certain Citigroup
subsidiaries and affiliates, and other defendants, in 2004,
alleging violations of state law arising out of an underwriting of
Bruno's securities.  Plaintiffs seek "hundreds of millions of
dollars" in damages.

Citigroup said in its annual report on Form 10-K that in January
2010, prior to trial, the Citigroup defendants entered into a
settlement conditioned on court approval.

Citigroup did not divulge the terms of the settlement.

According to Bloomberg News, the suit was filed in 1999 after
Bruno's defaulted in the junk-bond market under ownership by
private-equity firm Kohlberg Kravis Roberts & Co., now known as
KKR & Co.  Plaintiffs were investors who participated in the
supermarket chain's $400 million bond issue in 1995 as part of a
$1.15 billion leveraged buyout led by KKR, according to a
Citigroup filing from August 2009 and data compiled by Bloomberg.
Bruno's adviser in the bond sale was Robinson Humphrey Co., which
later became a unit of Citigroup's Salomon Smith Barney unit.

Bloomberg relates that the resulting debt load led to a Chapter 11
filing by Bruno's in 1998, which culminated in a reorganization
plan at the end of 1999.  Existing stock and bonds were canceled
in the reorganization with new stock going to senior bank
creditors.

                    About Bruno's Supermarkets

Bruno's Supermarkets LLC -- now known as BFW Liquidation, LLC --
is a privately held company headquartered in Birmingham, Alabama.
Bruno's is the parent company of the Bruno's, Food World, and
FoodMax grocery store chains, which includes 23 Bruno's, 41 Food
World, and 2 FoodMax locations in Alabama and the Florida
panhandle.  Founded in 1933, Bruno's has operated as an
independent company since 2007 after undergoing several
transitions and changes in ownership starting in 1995. The current
owner is Lone Star Funds, a Dallas-based investor.

Bruno's filed for Chapter 11 relief on February 5, 2009 (Bankr.
N.D. Ala. Case No. 09-00634).  Burr & Forman LLP is the Debtor's
lead counsel.  Najjar Denaburg, P.C., is the Debtor's conflicts
counsel.  Greenberg Traurig, LLP, is the official committee of
unsecured creditors' counsel.  Alvarez & Marsal is the Debtor's
restructuring advisor.  When Bruno's filed for Chapter 11
protection from its creditors, it listed between $100 million and
$500 million each in assets and debts.

Bruno's has sold 56 of its stores to C&S Wholesale Grocers Inc.,
$45.8 million.  C&S will operate 31 stores and liquidated the
remainder.


BUTLER INTERNATIONAL: Seeks Dismissal of Chapter 11 Case
--------------------------------------------------------
BankruptcyData reports that Butler International filed with the
U.S. Bankruptcy Court a motion to approve a compromise, under Rule
9019, for entry of an order (a) approving a stipulation among the
Debtors, the official committee of unsecured creditors and the
pre-petition second lien parties, (b) dismissing the Debtors'
Chapter 11 cases and (c) granting certain related relief.  The
Court scheduled a March 31, 2010 hearing to consider the motion.

Based in Ft. Lauderdale, Florida, Butler International, Inc.
(PINKSHEETS: BUTL) -- http://www.butler.com/-- provides
Engineering and Technical Outsourcing services.  During its 62-
year history of providing services, Butler International has
served clients in the aircraft/aerospace, federal/defense,
communications, consumer and manufacturing and commercial sectors.

At September 30, 2007, the Company had $118,755,000 in total
assets, $100,224,000 in total liabilities, and $18,531,000 in
total stockholders' equity.  For the nine month period then ended,
the Company reported a net loss of $4,221,000 on net sales of
$236,361,000.  The Company has not filed its annual reports for
2007 and 2008 with the Securities and Exchange Commission.

The Company and its affiliates, including Butler Services
International Inc., filed for Chapter 11 bankruptcy
protection on June 1, 2009 (Bankr. D. Del. Case No. 09-11914).
Charlene D. Davis, Esq., at Bayard, P.A., assists the Company in
its restructuring efforts.  The Company listed $50,000,001 to
$100,000,000 in assets and $50,000,001 to $100,000,000 in debts.


CAROLINA FIRST: Moody's Downgrades Long-Term Issuer Rating to 'C'
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Carolina First
Bank (long-term issuer to C from Ca, long-term OSO to C from Ca).
In addition, the long-term deposit rating of Caa1 and bank
financial strength rating of E, have been affirmed.  Following the
downgrade, the rating outlook is stable.  Carolina First Bank is
the lead bank of The South Financial Group, Inc., and unrated bank
holding company.

The downgrade reflects Moody's view that unsecured creditors are
in a more vulnerable position than depositors, with an expected
loss for uninsured depositors of 0-10% and more than 50% for
unsecured creditors.  The stable outlook reflects Moody's opinion
that the Caa1 rating for long-term deposits appropriately captures
the risk to uninsured depositors.  In the coming days, the rating
agency expects to withdraw the ratings.

Carolina First is headquartered in Greenville, South Carolina, and
reported total assets of $11.9 billion at December 31, 2009.

The last rating action on Carolina First was on October 23, 2009,
when Moody's downgraded the bank's ratings (bank financial
strength to E from D and long-term deposits to Caa1 from Ba2), and
maintained a negative outlook.

Downgrades:

Issuer: Carolina First Bank

  -- Issuer Rating, Downgraded to C from Ca

  -- OSO Senior Unsecured OSO Rating, Downgraded to C from Ca

Outlook Actions:

Issuer: Carolina First Bank

  -- Outlook, Changed To Stable From Negative


CENTENNIAL BANK: Closed; FDIC OKs Payout of Insured Deposits
------------------------------------------------------------
The Federal Deposit Insurance Corporation approved the payout of
the insured deposits of Centennial Bank, Ogden, Utah. The bank was
closed March 5 by the Utah Department of Financial Institutions,
which appointed the FDIC as receiver.

The FDIC entered into an agreement with Zions First National Bank,
Salt Lake City, Utah, to accept the failed bank's direct deposits
from the federal government, such as Social Security and Veterans'
payments.

The FDIC was unable to find another financial institution to take
over the banking operations of Centennial Bank.  As a result,
checks to the retail depositors for their insured funds will be
mailed on Monday. Brokered deposits will be wired once brokers
provide the FDIC with the necessary documents to determine if any
of their clients exceed the insurance limits. Customers who placed
money with brokers should contact them directly for more
information about the status of their funds.

As of December 31, 2009, Centennial Bank had approximately
$215.2 million in total assets and $205.1 million in total
deposits.  At the time of closing, the bank had an estimated $1.8
million in uninsured funds. This amount is an estimate that is
likely to change once the FDIC obtains additional information from
these customers.

Customers who have questions about the transaction can call the
FDIC toll-free at 1-800-889-4976.  Customers with accounts in
excess of $250,000 also should contact the toll-free number to set
up an appointment to discuss their deposits.  Interested parties
also can visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/centennial-ut.html

Beginning on Monday, customers of Centennial Bank with deposits
exceeding $250,000 at the bank may visit the FDIC's Web page "Is
My Account Fully Insured?" at
https://www2.fdic.gov/drrip/afi/index.asp

Centennial Bank is the 26th FDIC-insured institution to fail this
year and the second in Utah since Barnes Banking Company,
Kaysville, was closed on January 15, 2010.  The FDIC estimates the
cost of the failure to its Deposit Insurance Fund to be
approximately $96.3 million.


CHARTER COMMS: Bank Debt Trades at 6% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Charter
Communications, Inc., is a borrower traded in the secondary market
at 93.86 cents-on-the-dollar during the week ended Friday,
March 5, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 0.50 percentage points from the previous week, The
Journal relates.  The Company pays 262.5 basis points above LIBOR
to borrow under the facility.  The debt matures on March 6, 2014.
Moody's has withdrawn its rating, while Standard & Poor's has
assigned a BB+ rating, on the bank debt.  The debt is one of the
biggest gainers and losers among 190 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

About Charter Communications

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

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

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

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

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

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

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


CHRYSLER LLC: Facing Plan Objections From Taxing Authorities
------------------------------------------------------------
Various parties filed objections to confirmation of the Chapter 11
plan of Chrysler LLC, now known as Old CarCo LLC.  The objectors
include taxing authorities.

The Department of Treasury of the state of Michigan asks the Court
to deny confirmation of Old CarCo LLC's Chapter 11 plan or, in the
alternative, that the Court hold that nothing in the Plan will be
deemed to affect the ability of the Treasury to assert its own
statutory or contractual rights against the Debtors and their
corporate officers.  On September 16, 2009, the Treasury issued
an intent to assess single business tax liabilities for the 1996
through 2001 tax periods against Old Chrysler as successor to the
controlling members on the 1996 through 2001 SBT consolidated
returns.  In their Second Amended Joint Plan of Liquidation, the
Debtors, however, propose to forever release, waive and discharge
themselves and their corporate officers from all liabilities that
in any way relate to the Debtors in the Chapter 11 cases.

The Illinois Departments of Revenue and Employment Security
questions a provision in the liquidation plan, which sets a "30
day bar date" for administrative expense claims.  The agency says
the provision violates the bankruptcy law to the extent it applies
to administrative tax claims.


The local tax authorities in Texas ask the Court to deny
confirmation of the Debtors' Liquidation Plan unless the Plan
provides for the retention of their liens for taxes on the
Debtors' properties until those taxes are paid in full.  The Texas
Tax Authorities assert a $175,000 pre-bankruptcy claim against the
Debtors, which is secured by first priority liens on the Debtors'
real and personal properties.

                        The Chapter 11 Plan

Copies of the Second Amended Plan and Disclosure Statement are
available for free at:

   http://bankrupt.com/misc/Chrysler_2ndAmendedPlan_012210.pdf
   http://bankrupt.com/misc/Chrysler_2ndAmendedDS_012210.pdf

The hearing to consider confirmation of the Plan is currently set
to commence March 16, 2010, at 10:00 a.m., Eastern Time.
Confirmation objections are due March 2.  Deadline for submitting
ballots to accept or reject the Plan is also on March 2.

Assuming that the requisite votes to accept the Plan are received,
the applicable requirements under the Bankruptcy Code are met and
the other conditions to the confirmation of the Plan are
satisfied, the effective date of the Plan currently is expected to
occur on or before March 31, 2010.

The Joint Plan provides for the liquidation of the Debtors'
remaining assets and the implementation of certain restructuring
transactions and other agreements.  As of the effective date of
the Plan, each of the Debtors will cease to exist, and the
Liquidation Trust Assets will be transferred to and vest in the
Liquidation Trust free and clear of all Liens, Claims and
Interests.

The Debtors, according to their Plan, will not be paying the
initial $4 billion loan it availed from the U.S. government
through the Troubled Asset Relief Program in January 2008.
Unsecured creditors will not recover anything, unless they vote to
accept the Plan and the Daimler Litigation will bring in more than
$25 million.  The Daimler Litigation was commenced by the Official
Committee of Unsecured Creditors on August 17, 2009, against
certain Daimler Parties for intentional and constructive
fraudulent transfer, unjust enrichment, corporate alter ego and
breach of fiduciary duty.

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: Michigan Wants Contaminated Sites Addressed by Plan
-----------------------------------------------------------------
The State of Michigan Department of Environmental Quality relates
that it is charged with regulatory authority and police powers to
protect public health, safety and enforce the environmental laws
in Michigan.

The MDEQ contends that the Debtors' Second Amended Joint Plan of
Liquidation does not comply with non-bankruptcy law, and does not
address the Debtors' injunctive obligations for environmentally
contaminated sites in Michigan that are currently or previously
owned and operated by them.  Therefore, the MDEQ argues, the Plan
does not meet the requirements for confirmation under the
Bankruptcy Code.

Michael A. Cox, Esq., Attorney General for the state of Michigan,
relates that MDEQ filed a proof of claim against Old Carco for the
recovery of its liquidated past environmental response costs paid
or incurred by MDEQ under state and federal environmental laws.
He contends that the Debtors are jointly and severally liable for
those costs.  The MDEQ has incurred unreimbursed prepetition
response costs of $116,174 at various Old Carco facilities.

The Plan does not comply with applicable provisions of the
Bankruptcy Code as required by Section 1129(a)(1) of the
Bankruptcy Code because it fails to acknowledge or properly
classify environmental claims and does not address the
environmental contamination at the Michigan facilities or treat
the injunctive obligations as nondischargeable, Mr. Cox argues.

"The Debtor cannot walk away from its obligation to address
environmental contamination for which it is liable," Mr. Cox
contends.  He explains that with regard to the Debtors' owned
sites, it is settled law that property of a bankruptcy estate
cannot be abandoned in violation of state laws that protect public
health and safety.  "In Michigan, compliance with the
environmental laws is not optional," he continues.

While the Debtors have not yet sought abandonment under Section
554 of the Bankruptcy Code for their remaining facilities, they
have failed to adequately address those in their Plan, Mr. Cox
asserts.  He points out that a debtor cannot abandon the hazardous
conditions it creates, and must also address contamination at its
former facilities.  To the extent the Plan is an attempt to
abandon the Debtors' obligation to address environmental
contamination for which it is liable, it is contrary to Michigan
law and not confirmable, the MDEQ tells Judge Gonzalez.

                        The Chapter 11 Plan

Copies of the Second Amended Plan and Disclosure Statement are
available for free at:

   http://bankrupt.com/misc/Chrysler_2ndAmendedPlan_012210.pdf
   http://bankrupt.com/misc/Chrysler_2ndAmendedDS_012210.pdf

The hearing to consider confirmation of the Plan is currently set
to commence March 16, 2010, at 10:00 a.m., Eastern Time.
Confirmation objections are due March 2.  Deadline for submitting
ballots to accept or reject the Plan is also on March 2.

Assuming that the requisite votes to accept the Plan are received,
the applicable requirements under the Bankruptcy Code are met and
the other conditions to the confirmation of the Plan are
satisfied, the effective date of the Plan currently is expected to
occur on or before March 31, 2010.

The Joint Plan provides for the liquidation of the Debtors'
remaining assets and the implementation of certain restructuring
transactions and other agreements.  As of the effective date of
the Plan, each of the Debtors will cease to exist, and the
Liquidation Trust Assets will be transferred to and vest in the
Liquidation Trust free and clear of all Liens, Claims and
Interests.

The Debtors, according to their Plan, will not be paying the
initial $4 billion loan it availed from the U.S. government
through the Troubled Asset Relief Program in January 2008.
Unsecured creditors will not recover anything, unless they vote to
accept the Plan and the Daimler Litigation will bring in more than
$25 million.  The Daimler Litigation was commenced by the Official
Committee of Unsecured Creditors on August 17, 2009, against
certain Daimler Parties for intentional and constructive
fraudulent transfer, unjust enrichment, corporate alter ego and
breach of fiduciary duty.

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: New Chrysler Asserts Ownership of Rabbi Trusts
------------------------------------------------------------
Chrysler Group LLC f/k/a New CarCo Acquisition LLC objects to the
Debtors' Joint Chapter 11 Plan of Liquidation only to the extent
that the Debtors purport to own or distribute assets purchased by
Chrysler Group under the Master Transaction Agreement governing
the sale of substantially all of the Debtors' assets to Chrysler
Group.

In the Sale, the Debtors sold all of their right, title and
interest in the "Purchased Assets," which is defined broadly in
the MTA to include "all of the properties, assets and rights of
Sellers" other than a list of specific "Excluded Assets," Steven
L. Holley, Esq., at Sullivan & Cromwell LLP, in New York, relates.
He adds that in addition to the general reference, the MTA
definition of "Purchased Assets" includes a specific reference to
"any and all rights" of the Debtors "related to or arising under"
specific non-qualified deferred compensation plans, which include
certain assets in "rabbi trusts" governed by Merrill Lynch Trust
Company of America (Illinois), State Street Corporate Services,
and the Employee Benefits Committee of New Venture Gear, Inc.

The Assumed Plan Rabbi Trusts provide assets intended to fund
payment obligations under the Assumed Plans and are, therefore,
"Purchased Assets" because they are held in trust to fund the
Assumed Plans and because they are properties, assets and rights
of the Debtors not identified as "Excluded Assets", Mr. Holley
asserts.

The Debtors identify unspecified "Rabbi Trust" assets as First
Lien Lender Collateral in the Plan and the accompanying Disclosure
Statement, Mr. Holley points out.  He argues that Chrysler Group
is uncertain to which trusts the reference relates.

To the extent the Debtors are claiming that they or any creditor
retained an interest in the Assumed Plan Rabbi Trusts, Mr. Holley
contends that the Debtors are incorrect.  Those trusts do not
belong to the Debtors and are no longer First Lien Lender
Collateral because they were acquired by Chrysler Group under the
MTA free and clear of any lien or interest.

Mr. Holley tells the Court that discussions between the Debtors
and Chrysler Group are ongoing, and Chrysler Group is hopeful that
the matter will be resolved without the Court's intervention.
Nevertheless, in order to preserve Chrysler Group's rights to the
Assumed Plan Rabbi Trusts that it purchased, Chrysler Group
objects to the Plan to the extent that the Debtors purport to own
or distribute any right, title or interest relating to the Assumed
Plan Rabbi Trusts or Trust Agreements or any other Purchased
Assets.

                        The Chapter 11 Plan

Copies of the Second Amended Plan and Disclosure Statement are
available for free at:

   http://bankrupt.com/misc/Chrysler_2ndAmendedPlan_012210.pdf
   http://bankrupt.com/misc/Chrysler_2ndAmendedDS_012210.pdf

The hearing to consider confirmation of the Plan is currently set
to commence March 16, 2010, at 10:00 a.m., Eastern Time.
Confirmation objections are due March 2.  Deadline for submitting
ballots to accept or reject the Plan is also on March 2.

Assuming that the requisite votes to accept the Plan are received,
the applicable requirements under the Bankruptcy Code are met and
the other conditions to the confirmation of the Plan are
satisfied, the effective date of the Plan currently is expected to
occur on or before March 31, 2010.

The Joint Plan provides for the liquidation of the Debtors'
remaining assets and the implementation of certain restructuring
transactions and other agreements.  As of the effective date of
the Plan, each of the Debtors will cease to exist, and the
Liquidation Trust Assets will be transferred to and vest in the
Liquidation Trust free and clear of all Liens, Claims and
Interests.

The Debtors, according to their Plan, will not be paying the
initial $4 billion loan it availed from the U.S. government
through the Troubled Asset Relief Program in January 2008.
Unsecured creditors will not recover anything, unless they vote to
accept the Plan and the Daimler Litigation will bring in more than
$25 million.  The Daimler Litigation was commenced by the Official
Committee of Unsecured Creditors on August 17, 2009, against
certain Daimler Parties for intentional and constructive
fraudulent transfer, unjust enrichment, corporate alter ego and
breach of fiduciary duty.

                     About Chrysler Group LLC

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

                        About Chrysler LLC

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

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

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


CHRYSLER LLC: Proposes to Sell Sterling Heights Plant for $20MM
---------------------------------------------------------------
Chrysler LLC, now known as Old CarCo LLC, and its units ask the
U.S. Bankruptcy Court for the Southern District of New York to:

  (a) authorize the sale of an assembly plant, in Sterling
      Heights, Michigan, for $20,000,000, pursuant to a private
      sale to Chrysler Group LLC free and clear of liens,
      claims, interests and encumbrances pursuant to Sections
      105, 363 and 365 of the Bankruptcy Code;

  (b) authorize and approve Old Carco's entry into, and
      performance under:

      * an Amendment No. 3 to a Transition Services Agreement to
        be executed as of the closing date of the sale
        transaction between Old Carco and New Chrysler.  The TSA
        was entered into by Old Carco and New Chrysler on
        June 10, 2009; and

      * an Intellectual Property License Agreement to be
        executed as of the Closing Date, between Old Carco and
        New Chrysler; and

  (c) authorize the assumption, and assignment to New Chrysler,
      of:

      * a Utility Services Agreement, dated as of May 24, 2004,
        between DTE Energy Center, LLC, and Debtor Utility
        Assets LLC;

      * an Easement Agreement, dated as of May 17, 2004, between
        Old Carco, as successor-in-interest to DaimlerChrysler
        Corporation, and Utility Assets; and

      * a Natural Gas Exploration, Production and Sale
        Agreement, dated August 20, 1991, between Old Carco
        and West Bay Exploration Company.

Corinne Ball, Esq., at Jones Day, in New York, relates that the
Debtors have executed a purchase agreement dated February 18,
2010, for the sale of the Property to New Chrysler.  The Property
consists of (i) a parcel of real property located at 38111 Van
Dyke, Sterling Heights, Macomb County, Michigan, which also
includes a manufacturing and assembly facility, and (ii) all of
the Debtors' right, title and interest, if any, in and to all
personalty, trade fixtures and equipment currently located on the
Land.

The Property was pledged as collateral to secure the Debtors'
obligations under the Amended and Restated First Lien Credit
Agreement, dated as of November 29, 2007, among Carco Intermediate
Holdco II LLC, Old Carco, the lender parties and JPMorgan Chase
Bank, N.A., as agent.  The First Lien Lenders hold the first
priority lien on all of the Property, subject to certain permitted
liens, as set forth in the Court's "First Lien Winddown Order"
between the Debtors and the First Lien Agent on behalf of the
First Lien Lenders, entered on November 19, 2009.

DTE provides Utility Assets with various utility services at the
Property.  The related Easement Agreement between DTE and Old
Carco governs DTE's access to the Property in connection with its
provision of the Utility Services.  Non-Debtor West Bay
Exploration Company conducted natural gas exploration activities
on the Land, and constructed a well, drilling facility and piping
system for the recovery and transmission of natural gas and other
liquid hydrocarbons to both the assembly plant located on the
Property and certain third-party distributors of natural gas or
other consumers of Natural Gas.

Pursuant to the TSA, New Chrysler (i) is entitled to use the
Property through the license period until April 30, 2011, and (ii)
since the Closing Date, has been conducting, and currently
conducts, 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 all carrying costs during
the License Period, and the phase out and deactivation of the
premises at the conclusion of the License Period.

                      Purchase Agreement

The principal terms of the Purchase Agreement are:

  (a) Purchase Price: $20,000,000;

  (b) Deposit: $1,000,000 in immediately available funds payable
      to First American Title Insurance Company -- the Title
      Company -- which will hold the deposit in an interest
      bearing escrow account and will apply it toward the
      Purchase Price upon closing of the Transaction.

      A title company is a company involved in examining and
      insuring title claims, usually for real estate, on behalf
      of its customers;

  (c) New Chrysler's obligation to close the Transaction is
      conditioned on, among other things, Old Carco's delivery
      to the Title Company of a quitclaim deed conveying fee
      simple title to the Property, subject only to Permitted
      Liens;

  (d) Old Carco's obligation to close the Transaction is
      conditioned on, among other things, New Chrysler's
      delivery to the Title Company of an acceptable closing
      statement;

  (e) At the Closing, Old Carco will pay, out of the proceeds of
      the Transaction:

      -- any fees incurred in connection with the removal of
         unpermitted exceptions with respect to the Property;

      -- all city, state and county transfer taxes and fees
         payable in connection with the sale; and

      -- one-half of any escrow fee; and

  (f) New Chrysler will take title to the Property on an "as is"
      and "where is" basis.

New Chrysler has agreed to assume the environmental condition of
the Property in its condition at the Closing, and to indemnify Old
Carco from and against any claim that may arise regarding the
environmental condition of the Property caused by the Purchaser's
activities and operation, whether existing prior to, on or after
the Closing.

A full-text copy of the Purchase Agreement can be obtained for
free at:

http://bankrupt.com/misc/Chrysler_PurchaseSterling_021810.pdf

                   Extraordinary Provisions

There are items in the Purchase Agreement and the Sale Order that
may be considered "extraordinary provisions" under the "Guidelines
for the Conduct of Asset Sales" promulgated pursuant to General
Order M-331, Ms. Ball relates.  The Extraordinary Provisions are:

  (a) Private Sale.  As set forth in the request, the Purchase
      Agreement and Sale Order contemplate the private sale of
      the Property.  The Debtors believe that a private sale is
      appropriate under the circumstances and maximizes the
      value of the Property;

  (b) Use of Proceeds.  The Debtors intend to release the net
      proceeds of the sale of the Property to the First Lien
      Lenders, to whom the Property has been pledged as
      collateral and as the primary economic parties-in-
      interest, in accordance with the First Lien Winddown
      Order; and

  (c) Waiver of Bankruptcy Rule 6004(h) Stay.  The proposed form
      of Sale Order seeks a waiver of the 14-day stay imposed
      under Rule 6004(h) of the Federal Rules of Bankruptcy
      Procedure.

Ms. Ball contends that the fact that the Property is to be sold
pursuant to a private sale does not undermine the fair or
reasonable nature of New Chrysler's offer for the Property.  She
explains that the $20 million cash consideration to be received in
exchange for the Property, without even considering the
substantial additional value of the Ancillary Agreements or the
absence of any brokers' fees in connection with the Transaction,
falls at the upper end of the range of the previous estimates of
the gross recoverable value of the Property received by the
Debtors.

The Court will commence a hearing on March 11, 2010, at
10:00 a.m., Eastern Time, to consider the request.  Objections
were due on March 1, 2010.

         New Chrysler to Keep Plant Open Through 2012


According to a report by The Canadian Press, New Chrysler agreed
to acquire the Sterling assembly plant to keep it open through
2012.  The Sterling Heights plant, which builds the Chrysler
Sebring and Dodge Avenger, was previously slated for closure in
July but New Chrysler did not push through with it after seeing
the need to produce upgraded versions of the vehicles through
2012.

New Chrysler's decision to keep the plant open through 2012 would
save 1,200 jobs at the plant.  Sterling Heights City Council said
the decision also means that the city will continue to get
$2.6 million a year in taxes from the auto maker, according to The
Canadian Press.  New Chrysler, meanwhile, would get the
$8.2 million in annual tax abatements offered by the city from its
acquisition of the plant, according to a February 19 report by The
Wall Street Journal.

Although Chrysler has not made a commitment beyond 2010, Sterling
Heights City Council said that the auto maker's decision to keep
the plant leaves open the possibility that it might make a longer-
term commitment.

The Sterling Heights plant has been in operations since 1983 and
is credited for supporting parts suppliers and merchants in the
surrounding areas.  Chrysler reportedly generates $2.6 million
annually in tax revenue, and that the plant and its 1,200 jobs
also generate as much as $500 million in spinoff benefits.

"Loss of the plant would have created a huge void in the middle of
our industrial corridor, which would have been difficult and very
costly to fill in these tough economic times," The Canadian Press
quoted Mark Vanderpool, city manager, as saying.

New Chrysler said the City Council has twice extended tax breaks
on the plant while it negotiated the plant's acquisition.  New
Chrysler said on Friday it will accept the city's offer to
transfer property tax abatements to the auto maker, The Canadian
Press reported.

Michael Robinet, an auto industry analyst at CSM Worldwide, said
New Chrysler likely has looked ahead and decided it needed the
extra production capacity from the plant, according to the report.

In a February 22 statement, U.S. Congresswoman Candice Miller
commended New Chrysler's decision to purchase the plant.

"With this news that Chrysler is purchasing the plant, we all are
very hopeful about [Sterling Heights assembly plant's] future.
This plant, and the men and women who work there, are up for any
challenge and they will prove that they can help Chrysler build
some of the best automobiles the world has ever seen," Ms. Miller
said.

"I congratulate the city, the City Council and the Automotive Task
Force that was formed by the City of Sterling Heights, which I was
proud to be a part of, and we look forward to continuing to work
to make Chrysler free of government intervention and on the road
to economic prosperity," she further said.

New Chrysler also elicited praises from U.S. Senator Debbie
Stabenow, who said that the auto maker is "moving in the right
direction and wants to continue making vehicles in Michigan."

"I also applaud the tremendous work by the City of Sterling
Heights and their Automotive Task Force. This announcement could
not have happened without their involvement, and I was pleased to
support their efforts," Ms. Stabenow said in a February 22
statement.

                     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)


CHINA SXAN: December 31 Balance Sheet Upside-Down by $132,486
-------------------------------------------------------------
China Sxan Biotech, Inc. filed its quarterly report on Form 10-Q,
showing a net loss of $306,275 on $12 of revenue for the three
months ended December 31, 2009, compared with a net loss of
$256,904 on $346 of revenue for the same period of 2008.

The Company's balance sheet as of Dec. 31, 2009, showed
$3.9 million in assets and $4.0 million of debts, for a
stockholders' deficit of $132,486.  At December 31, 2009, the
Company's balance sheet also showed strained liquidity with
$1.5 million in current assets available to pay $2.3 million in
total current liabilities.

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

                http://researcharchives.com/t/s?573b

Based in Beijing, P.R. China, China Sxan Biotech, Inc., has one
operating subsidiary, SNX Organic Fertilizers, Inc.  SNX Organic
Fertilizers, Inc., was formed and registered in the state of
Delaware in November 2005.  Its core business, through its
operating subsidiaries based in China, is to develop, manufacture
and market organic fertilizer.


CINCINNATI BELL: Lowers Net Income to $89.8 Million in 2009
-----------------------------------------------------------
Cincinnati Bell Inc. filed its annual report on Form 10-K, showing
net income of $89.8 million on $1.3 billion of revenue for 2009,
compared with net income of 102.6 million on $1.4 billion of
revenue for 2008.

The Company's balance sheet as of Dec. 31, 2009, showed
$2.064 billion in assets and $2.719 billion of debts, for a
stockholders' deficit of $654.6 million.

As of December 31, 2009, the Company had $2.0 billion of
outstanding indebtedness and an accumulated deficit of
$3.3 billion.  The Company incurred a significant amount of
indebtedness and accumulated deficit from the purchase and
operation of a national broadband business over the period of 1999
to 2002, which caused outstanding indebtedness and accumulated
deficit to reach their respective year-end peaks of $2.6 billion
and $4.9 billion at December 31, 2002.  This broadband business
was sold in 2003.

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

               http://researcharchives.com/t/s?5731

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/-- is a full-service
regional provider of data and voice communications services over
wireline and wireless networks and a full-service provider of data
center operations, related managed services and equipment.


CINRAM INTL: Bank Debt Trades at 22% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Cinram
International, Inc., is a borrower traded in the secondary market
at 77.65 cents-on-the-dollar during the week ended Friday,
arch 5, 2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.60 percentage points from the previous week, The Journal
relates.  The Company pays 175 basis points above LIBOR to borrow
under the facility.  The bank loan matures on April 26, 2011, and
carries Moody's B3 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among 190 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

As reported by the Troubled Company Reporter on Feb. 03, 2010,
Standard & Poor's lowered its ratings on Scarborough, Ontario-
based Cinram International, Inc., including the long-term
corporate credit rating to 'B-' from 'B'.  At the same time, S&P
placed all the ratings on CreditWatch with negative implications.
"The rating actions follow the announcement that Cinram received
notice that Warner Home Video, Inc., has exercised its option to
terminate its service agreements with Cinram on July 31, 2010,"
said Standard & Poor's credit analyst Lori Harris.  Warner Home
Video (WHV; not rated) is a subsidiary of Time Warner, Inc.
(BBB/Stable/A-2).

On Feb. 05, 2010, the TCR said Moody's downgraded Cinram
International, Inc.'s corporate family and probability of default
ratings to Caa1 and Caa2 (previously B3 and Caa1).  Individual
debt instruments were also downgraded by one notch.  The rating
actions stem directly from Cinram's announcement that "it has
received written notice from Warner Home Video Inc. that WHV has
exercised its option to terminate its service agreements on July
31, 2010.  The notice covers all Cinram entities globally and will
directly impact operations in North America, Mexico, UK, France,
Germany and Spain.

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

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


CITADEL BROADCASTING: Bank Debt Trades at 17% Off
-------------------------------------------------
Participations in a syndicated loan under which Citadel
Broadcasting Corporation is a borrower traded in the secondary
market at 83.43 cents-on-the-dollar during the week ended Friday,
March 5, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 1.00 percentage points from the previous week, The
Journal relates.  Citadel pays 175 basis points above LIBOR to
borrow under the loan facility, which matures on June 1, 2014.
Moody's has withdrawn its rating, while Standard & Poor's has
assigned a default rating, on the bank debt.  The debt is one of
the biggest gainers and losers among 190 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

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

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

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


CITADEL BROADCASTING: Receives Approval to Tap Cash
---------------------------------------------------
ABI reports that Citadel Broadcasting Corp. on March 3 received
final permission Bankruptcy Judge Burton Lifland to tap cash that
its pre-bankruptcy lenders have marked as collateral.

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

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

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


CITADEL BROADCASTING: Committee Proposes Stroock as Lead Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Citadel
Broadcasting Corp.'s cases asks the Court for authority to retain
Stroock & Stroock & Lavan LLP as its counsel, nunc pro tunc to
January 15, 2010.

At a January 15, 2010 meeting, the Committee disclosed that it
selected Stroock as bankruptcy counsel and appointed The Walt
Disney Company as chairman.

As the Committee's lead counsel, Stroock will render legal
services, which include:

  (a) advising the Committee with respect to its rights, duties
      and powers in the Chapter 11 Cases;

  (b) assisting and advising the Committee in its consultations
      and negotiations with the Debtors relative to the
      administration of the Chapter 11 Cases;

  (c) assisting the Committee in analyzing the claims of the
      Debtors' creditors and in negotiating with creditors;

  (d) assisting with the Committee's investigation of the acts,
      conduct, assets, liabilities and financial condition of
      the Debtors and of the operation of the Debtors' business;

  (e) assisting the Committee in its analysis of, and
      negotiations with, the Debtors or their creditors
      concerning matters related to, among other things, the
      terms of the Joint Plan of Reorganization dated
      February 3, 2010, as may be amended or supplemented and
      related disclosure statement filed in connection with the
      Plan and all ancillary documents related thereto;

  (f) assisting and advising the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in the case;

  (g) assisting and counseling the Committee with respect to its
      organization and governance; the conduct of its business
      and meetings; the dissemination of information to its
      constituency; and other matters as are reasonably deemed
      necessary to facilitate the administrative activities of
      the Committee;

  (h) attending the meetings of the Committee and participate on
      Committee calls;

  (i) representing the Committee at all hearings and other
      proceedings;

  (j) reviewing and analyzing all applications, orders,
      statements of operations and schedules filed with the
      Court and advising the Committee as to their propriety;

  (k) assisting the Committee in preparing pleadings and
      applications as may be necessary in furtherance of the
      Committee's interests and objectives; and

  (l) performing other legal services as may be required and are
      deemed to be in the interests of the Committee in
      accordance with the Committee's powers and duties as set
      in the Bankruptcy Code.

The Debtors will pay Stroock based on its hourly rates:

    Partners                  $675 to $995
    Counsel                   $630 to $720
    Associates                $310 to $630
    Paraprofessionals         $235 to $305
    Litigation Support        $175 to $280

In addition, the Debtors will reimburse Stroock for necessary
out-of-pocket expenses.

Kristopher Hansen, Esq., a member of Stroock, assures the Court
that his firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

                    About Citadel Broadcasting

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

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

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


CITADEL BROADCASTING: Gets Nod for Deloitte as Auditors
-------------------------------------------------------
The Bankruptcy Court has authorized Citadel Broadcasting Corp. and
its units to employ Deloitte & Touche LLP as their independent
auditors and accounting services provider and Deloitte Tax LLP as
their tax advisors, each nunc pro tunc to the Petition Date.

However, the Court replaced portions of the appendixes of the
Deloitte & Touche engagement letter, specifically to Appendix F
and Appendix G.

The Court's changes can be viewed for free at:

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

According to the Debtors, they require the services of a capable
and experienced accounting and tax advisory firm, like Deloitte &
Touche and Deloitte Tax to provide audit, accounting and tax
services.  They assert that Deloitte & Touche's and Deloitte
Tax's resources and capabilities complement the services offered
by their other professionals and the Debtors believe Deloitte &
Touche's and Deloitte Tax's employment is important to the
success of the Chapter 11 cases.

Specifically, the Two Firms will provide these services:

  * Deloitte & Touche will perform an integrated audit of the
    Debtors' financial statements for the year ending December
    31, 2009, and will express an opinion on the effectiveness
    of the Debtors' internal control over financial reporting;

  * To the extent not already completed, Deloitte & Touche will
    review the Debtors' interim financial information in
    accordance with the Public Company Accounting Oversight
    Board Standards for each of the quarters in the year ending
    December 31, 2009, prepared for submission to the Securities
    and Exchange Commission;

  * Deloitte & Touche will assist the Debtors with respect to
    their the accounting and disclosures during and upon
    emergence from bankruptcy as appropriate; and

  * Deloitte Tax will provide tax advisory services on federal,
    state and local tax matters on an as-requested basis related
    to debt-discharge and other reorganization issues arising in
    connection with the Chapter 11 case and debt restructuring.

The Debtors will pay Deloitte & Touche based on the hours
actually expended by each assigned staff member multiplied by the
staff member's hourly billing rate.  The fees for Deloitte &
Touche's services is estimated to be $1,197,500, the Debtors
note.  The fee structure will remain in place.  However, the fees
for additional audit-related services not anticipated will be
based on these hourly rates:

     Partners (National Office)          $302
     Partners/Directors                  $261
     Senior Managers                     $215
     Managers                            $195
     Senior Associates                   $156
     Staff                               $121

Deloitte & Touche's fees for additional services relating
specifically to audit matters associated with bankruptcy issues
will be based on these hourly rates:

     Partners (National Office)          $332
     Partners/Directors                  $287
     Senior Managers                     $236
     Managers                            $215
     Senior Associates                   $172
     Staff                               $133

Deloitte & Touche has already been paid $1,100,000 by the
Debtors.

With regard to tax services, the Debtors have agreed to
compensate Deloitte Tax for professional services rendered at
these hourly rates:

     Partners                            $600
     Directors                           $550
     Senior Managers                     $475
     Managers                            $400
     Senior Associates                   $300
     Staff                               $185

The Debtors will indemnify and hold harmless Deloitte Tax, its
subcontractors and its personnel from all claims, except to the
extent finally judicially determined to have resulted primarily
from the bad faith or intentional misconduct of Deloitte Tax or
its subcontractors.

John Ruddell, a partner of Deloitte & Touche, and Gregory
Wichman, a partner of Deloitte Tax, assure the Court that each of
their firms is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

                    About Citadel Broadcasting

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

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

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


CLAIRE'S STORES: Bank Debt Trades at 16% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Claire's Stores,
Inc., is a borrower traded in the secondary market at 84.43 cents-
on-the-dollar during the week ended Friday, March 5, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.71
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 29, 2014, and carries
Moody's Caa2 rating and Standard & Poor's B- rating.  The debt is
one of the biggest gainers and losers among 190 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

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

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

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

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


COLONIAL BANCGROUP: Sues FDIC Over Returns; Schulte Hits Back
-------------------------------------------------------------
Law360 reports that Schulte Roth & Zabel LLP has blasted as
"patently absurd" Federal Deposit Insurance Corp. allegations that
the firm is wasting time and running up the bills for the estate
of Colonial Bancgroup Inc.

Meanwhile Colonial Bancgroup has smacked the Federal Deposit
Insurance Corp. with two adversary cases over tax returns,
property and insurance proceeds it says belong to its Chapter 11
estate, not to the federal receiver, the FDIC said.

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

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


COMMUNITY HEALTH: Bank Debt Trades at 6% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Community Health
Systems is a borrower traded in the secondary market at 93.95
cents-on-the-dollar during the week ended Friday, March 5, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.53
percentage points from the previous week, The Journal relates.
The Company pays 225 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 1, 2014, and carries
Moody's Ba3 rating and Standard & Poor's BB rating.  The debt is
one of the biggest gainers and losers among 190 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Based in Franklin, Tennessee, Community Health Systems, Inc. --
http://www.chs.net/-- is the largest publicly traded operator of
hospitals in the United States in terms of number of facilities
and net operating revenues.  The company provides healthcare
services through these hospitals that it owns and operates in non-
urban and selected urban markets throughout the United States.
The company also owns and operates home health agencies, including
four home health agencies located in markets where it does not
operate a hospital.  Through its wholly owned subsidiary, Quorum
Health Resources, LLC, the company provides management and
consulting services to non-affiliated general acute care hospitals
located throughout the United States.


COMSTOCK HOMEBUILDING: Inks Loan Modification Deal with BofA
------------------------------------------------------------
Comstock Homebuilding Companies Inc. entered into a Loan
Modification Agreement with Bank of America, NA, providing for the
modification of a certain senior unsecured note in the outstanding
principal amount of approximately $3,700,000, plus accrued and
unpaid interest, as more particularly described in that certain
Revolving Line of Credit Note dated Feb. 22, 2006.

Under the terms of the Loan Modification Agreement, Lender agreed
that all previously accrued but unpaid interest payments due from
the Company to Lender under the Line of Credit will be deferred
until Jan. 28, 2011 in exchange for an extension fee of $100,000.
Interest only cash payments shall be due from the Company through
January 28, 2012, after which interest and certain monthly
principal payments shall be due to Lender through the date of
maturity of the Line of Credit, currently set at Dec. 28, 2018.

                        Bankruptcy Warning

At September 30, 2009, the Company had $94,526,000 in total assets
against $91,950,000 in total liabilities.  At September 30, 2009,
the Company had $152,384,000 in accumulated deficit and
shareholders' equity of $2,576,000.

In its Form 10-Q filing with the Securities and Exchange
Commission for the period ended September 30, 2009, Comstock
disclosed that at September 30, 2009, the Company and its
subsidiaries had $9.6 million of debt which had either already
matured or have payment obligations during the remainder of 2009.
Net of the debt related to the Wachovia and M&T Bank foreclosure
agreements executed in the third quarter of 2009, the Company is
the guarantor of $54.5 million of debt including that of
subsidiaries.  "As a result, any significant failure to negotiate
renewals and extensions to its debt obligations would severely
compromise the Company's liquidity and would jeopardize the
Company's ability to satisfy its capital requirements.  This
inability to meet our capital requirements could result in our
need to seek bankruptcy protections either for certain subsidiary
entities or for Company as a whole," Comstock said.

Comstock retained external consultants in the second quarter of
2008 to act as a financial advisor to the Company in exploring
debt restructuring and alternatives for raising additional capital
for the Company.  In connection with the exploration of available
debt restructuring alternatives, the Company then elected to cease
making certain scheduled interest or principal curtailment
payments while it attempted to negotiate modifications or other
satisfactory resolutions with its lenders.  During 2008 the
Company reported several loan covenant violations and notices of
default from several of its lenders.  The violations and notices
led to foreclosures of certain assets and have resulted in certain
guarantee enforcement actions being initiated against the Company
where no foreclosures have taken place.  Many of the Company's
loan facilities contain Material Adverse Effect clauses which, if
invoked, could create an event of default under those loans.  In
the event certain of the Company's loans were deemed to be in
default as a result of a Material Adverse Effect, the Company's
ability to meet its cash flow and debt obligations would be
compromised.  During the fourth quarter of 2008 the Company
discontinued its relationship with its external advisory
consultants.  The Company continued to negotiate with its lenders
into 2009 and has continued to report debt restructurings as they
occur.

                  Strategic Realignment Plan

Due to the extended nature of the economic conditions affecting
the home building industry the Company, in early 2009, formulated
and began implementing its Strategic Realignment Plan, a strategy
for eliminating debt and settling obligations of the Company with
the goal of refocusing the Company's operations on key projects in
its core market of Washington, DC and Raleigh, NC while reaching
amicable agreements with all of the Company's major creditors
before year end 2009 to position the Company for improved
operating results in 2010 and beyond.

As of September 30, 2009, the company had successfully negotiated
settlements with most of its secured lenders regarding a majority
of the loans guaranteed by the Company and had reduced the
outstanding balance of overall debt from $102.8 million at
December 31, 2008, to $83.4 million at September 30, 2009.  In
most cases the Company was released from the obligations under
each subject loan in return for its agreement not to contest the
foreclosure of the real estate assets that it wished to dispose of
and that secured each subject loan.  In certain cases the Company
provided the lender a non-interest bearing deficiency note in an
amount equal to a small fraction of the original debt with a term
of three years.  Due to the time required to complete the
requisite foreclosures on certain real estate assets, the
foreclosure actions were not all complete at September 30, 2009
and will occur in future periods.

                 Fifth Third Bank Forbearance

On November 10, 2009, Comstock Homes of Raleigh, LLC, and Comstock
Homebuilding Cos. entered into a Forbearance and Conditional
Release Agreement with Fifth Third Bank, an Ohio banking
corporation, with respect to the $1.3 million outstanding
principal under the Borrower's secured Brookfield project loan.
Under the terms of the Agreement, the Lender has released the
Borrower from its obligations relating to the Loan contemporaneous
with the execution by the Borrower of statutory foreclosure
waivers allowing for the expeditious foreclosure of the single
family building lots secured by the Loan.  If the Lender
successfully forecloses on the Collateral by February 28, 2010,
subject to extension, the Lender shall receive a non-interest
bearing unsecured deficiency note in the amount of $25,000 with a
three-year term from the Company.  The Deficiency Note shall be
fully subordinate to the repayment of the secured lenders of the
Company's subsidiaries.  Should the Lender fail to foreclose on
the Collateral on or before February 28, 2010, subject to
extension, the Company will not be required to deliver the
Deficiency Note but the release issued by the Lender will
nevertheless remain effective upon its eventual foreclosure of the
Collateral.

                  About Comstock Homebuilding

Established in 1985, Comstock Homebuilding Companies, Inc.
(Nasdaq: CHCI) -- http://www.comstockhomebuilding.com/-- is a
publicly traded, diversified real estate development firm with a
focus on a variety of for-sale residential products. The company
currently actively markets its products under the Comstock Homes
brand in the Washington, D.C. and Raleigh, N.C. metropolitan
areas.


CONEXANT SYSTEMS: Prices $175 Million Senior Secured Note
---------------------------------------------------------
Conexant Systems Inc. had priced, and entered into an agreement to
issue and sell, $175 million aggregate principal amount of 11.25%
senior secured notes due 2015 in a private placement that is
exempt from the registration requirements of the Securities Act of
1933, as amended.

The Notes have been offered only to qualified institutional buyers
in reliance on Rule 144A under the Securities Act, and outside the
United States only to non-U.S. investors pursuant to Regulation S.
The Notes will not be registered under the Securities Act or any
state securities laws and may not be offered or sold in the United
States absent an effective registration statement or an applicable
exemption from registration requirements or a transaction not
subject to the registration requirements of the Securities Act or
any state securities laws.

The Company also intent to offer 14 million shares of its common
stock in an underwritten public offering.  The Common Stock will
be offered by the Company pursuant to a registration statement on
Form S-3 previously filed and declared effective by the Securities
and Exchange Commission.

In connection with the Notes Offering and the Common Stock
Offering, the Company announced its intent to commence a tender
offer to purchase for cash any and all of the Company's
outstanding 4.00% Convertible Subordinated Notes due March 2026.
The Company's obligation to purchase the Convertible Notes in the
tender offer is conditioned upon, among other things, the
consummation of the Notes Offering and the Common Stock Offering
in an amount sufficient to pay the total consideration owed to any
tendering holders of Convertible Notes.

The tender offer will be made pursuant to an Offer to Purchase,
which will more fully set forth the terms and conditions of the
tender offer.

                          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.

As of January 1, 2010, the Company had total assets of
$273.747 million against total liabilities of $340.397 million,
resulting in shareholders' deficit of $66.650 million.


CONEXANT SYSTEMS: Launches Comprehensive Refinancing Plan
---------------------------------------------------------
Conexant Systems Inc. reported a comprehensive refinancing plan
designed to improve its balance sheet and address its liquidity
needs.  The company expects that this refinancing plan will
provide sufficient financial flexibility to tender for its
outstanding 4% convertible subordinated notes due 2026 and to
realize the benefits associated with its business and growth
opportunities.

Conexant has priced $175 million of new 11.25% senior secured
notes due 2015, and is launching an offering of approximately
14 million shares of its common stock.  The senior secured notes
have already been placed with institutional investors, and the
company expects to complete the equity offering in the next
several days.  The proceeds from these offerings, together with
available cash, will be used by the company to tender for any and
all of its outstanding $232 million convertible subordinated
notes, which are "puttable" in March 2011.  Under the terms of a
tender offer commenced today, holders of convertible subordinated
notes will be offered par value in cash.  The tender offer will be
contingent upon the successful completion of the new debt and
equity offerings and is expected to be completed by March 30,
2010.

"Last year we concluded the major operational restructuring of
Conexant with the sale of our DSL business," said Scott Mercer,
Conexant chairman and chief executive officer.  "Since then,
completing the financial restructuring of our company has been one
of our highest priorities. Once we successfully close our new debt
and equity offerings and retire our convertible debt, we will have
a stronger, more sustainable capital structure.  At that point our
company transformation will be complete, and we will be focused
exclusively on driving profitable growth by expanding our market-
leading position in solutions for imaging, audio, embedded modem,
and video surveillance applications.  In addition, we intend to
use our core expertise in analog and mixed-signal design to take
advantage of new opportunities in adjacent markets."

A full-text copy of the Loan and Security Agreement is available
for free at http://ResearchArchives.com/t/s?5721

                          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.

As of January 1, 2010, the Company had total assets of
$273.747 million against total liabilities of $340.397 million,
resulting in shareholders' deficit of $66.650 million.


CONSECO INC: Reports $85.7 Million Net Income for 2009
------------------------------------------------------
Conseco Inc. filed its annual report on Form 10-K, showing net
income of $85.7 million on $4.3 billion of revenue for 2009,
compared with a net loss of $1.1 billion on $4.2 billion of
revenue for 2008.

The Company's balance sheet as of Dec. 31, 2009, showed
$30.3 billion in assets, $26.8 billion of debts, and $3.5 billion
of stockholders' equity.

Moody has assigned a "Caa1" rating on the Company's senior secured
debt with a positive outlook.  "In Moody's view, an obligation
rated "Caa1" is in poor standing and there may be present elements
of danger with respect to principal or interest."

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

              http://researcharchives.com/t/s?5733

                        About Conseco Inc.

Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) --
http://www.conseco.com/-- is the holding company for a group of
insurance companies operating throughout the United States that
develop, market and administer supplemental health insurance,
annuity, individual life insurance and other insurance products.
The Company became the successor to Conseco Inc. (Old Conseco), in
connection with the Company's bankruptcy reorganization which
became effective on September 20, 2003.  CNO focuses on serving
the senior and middle-income markets.  The Company sells
its products through three distribution channels: career agents,
professional independent producers and direct marketing.


CRESCENT RESOURCES: Bank Debt Trades at 59% Off
-----------------------------------------------
Participations in a syndicated loan under which Crescent
Resources, LLC, is a borrower traded in the secondary market at
41.42 cents-on-the-dollar during the week ended Friday, March 5,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.54 percentage points from the previous week, The Journal
relates.  The Company pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Nov. 2012, and
carries Moody's B1 rating and Standard & Poor's B+ rating.  The
debt is one of the biggest gainers and losers among 190 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

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

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


CTI FOODS: Moody's Affirms Corporate Family Rating at 'B2'
----------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating of CTI Foods Holding Co, LLC.  At the same time, a B2
rating was assigned to the proposed first lien $40 million
revolver due 2014 and $146 million term loan due 2015 and a Caa1
rating was assigned to the second lien $34 million term loan due
2015.  These ratings are assigned subject to the review of the
final amendments to the existing facilities and will replace the
previously existing ratings.  The rating outlook has been changed
to stable from negative.

The affirmation of the B2 CFR follows CTI's recent announcement
that the business will be acquired by Littlejohn & Co., LLC.  The
transaction is expected to be funded via an equity contribution by
Littlejohn, the rollover of existing management equity, issuance
of a $10 million holdco PIK note and through the amendment and
extension of the existing credit facilities.  In addition, Moody's
anticipates that the company plans to raise an additional
$15 million of first lien term loans to help fund a planned
expansion of its soup capacity.

The B2 rating reflects CTI's elevated post acquisition financial
leverage, meaningful customer concentrations and current
geographic focus in the western United States.  CTI's relationship
with its top customer is believed to support the majority of its
earnings.  While this concentration constrains the rating, Moody's
views CTI's key customer relationships as mutually beneficial and
should be protected by high switching costs and the long term
nature of the existing relationships.  Further, the rating is
supported by the stability of CTI's core operating performance
which benefits from its contractual right to pass along commodity
price increases in many of its product offerings.  Moody's
anticipates that growth in its newer products, particularly
offerings such as beans and soups, should offset the lower meat
sales that will likely continue in light of the weak economy in
North America given the maturity of the meat products.

The stable outlook recognizes the increased headroom expected in
the financial covenants in CTI's bank facilities as a result of
its improved operating performance and expected changes to
covenant levels in the proposed amendments.  Further, the stable
outlook is a reflection of CTI's profitable volume growth,
consistent operating margins and the expectation that CTI will
continue to generate solid cash flows from operations.

For additional information on CTI, please refer to the credit
opinion on Moodys.com.

These ratings/outlook were affirmed/revised:

  -- B2 corporate family rating; and
  -- B2 probability of default rating.

The rating outlook was revised to stable from negative.

These ratings were assigned:

  -- B2 (LGD3, 45%) to the $40 million first lien revolver due
     2014;

  -- B2 (LGD3, 45%) to the $146 million first lien term loan due
     2015; and

  -- Caa1 (LGD6, 90%) to the $35 million second lien term loan due
     2015

The ratings on the existing term loan facilities will be removed
upon execution of the proposed amendment.

The last rating action on CTI was on April 15, 2009, when the
rating outlook was changed to negative from stable.

Headquartered in Wilder, Idaho, CTI Foods Holding Co., LLC,
manufactures food products primarily for the quick service
restaurant industry.  Revenues for the twelve months ended
January 2, 2010, were approximately $500 million.


DEED AND NOTE: Sec. 341(a) Meeting Scheduled for March 25
---------------------------------------------------------
The U.S. Trustee for Region 14 will convene a meeting of creditors
in Deed And Note Traders, L.L.C.'s Chapter 11 case on March 25,
2010, at 12:30 p.m.  The meeting will be held at James A. Walsh
Courthouse, 38 S. Scott Avenue, Suite 140, Tucson, AZ.

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.

Tucson, Arizona-based Deed and Note Traders, L.L.C., filed for
Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. D.
Ariz. Case No. 10-03640).  Scott D. Gibson, Esq., at Gibson,
Nakamura & Green, PLLC, assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $1,000,001
to $100,000,000.


DEED AND NOTE: Court Extends Filing of Schedules Until March 15
---------------------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona extended, at the behest of Deed And Note
Traders, LLC, the deadline for the filing of schedules of assets
and liabilities and statement of financial affairs until March 15,
2010.

The Debtor said that it needs additional time to compile the
financial information necessary to complete its schedules and
statement of financial affairs.  The date of the requested
continuance of March 15, 2010, is more than 10 days prior to the
scheduled first meeting of creditors.

Tucson, Arizona-based Deed and Note Traders, L.L.C., filed for
Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. D.
Ariz. Case No. 10-03640).  Scott D. Gibson, Esq., at Gibson,
Nakamura & Green, PLLC, assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $1,000,001
to $100,000,000.


DEED AND NOTE: Files List of 20 Largest Unsecured Creditors
-----------------------------------------------------------
Deed And Note Traders, L.L.C., has filed with the U.S. Bankruptcy
Court for the District of Arizona a list of its 20 largest
unsecured creditors.

A full-text copy of the Debtor's list of creditors is available
for free at http://bankrupt.com/misc/azb10-03640.pdf

Tucson, Arizona-based Deed and Note Traders, L.L.C., filed for
Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. D.
Ariz. Case No. 10-03640).  Scott D. Gibson, Esq., at Gibson,
Nakamura & Green, PLLC, assists the Company in its restructuring
effort.  The Company estimated its assets and debts at $1,000,001
to $100,000,000.


DEED AND NOTE: Gets OK to Hire Gibson Nakamura as Bankr. Counsel
----------------------------------------------------------------
Deed And Note Traders, LLC, sought and obtained authorization from
the U.S. Bankruptcy Court for the District of Arizona to employ
Gibson, Nakamura & Green, P.L.L.C., as bankruptcy counsel.

GNG will:

     (a) give the Debtor legal advice with respect to its powers
         and duties as a debtor in the continued operation of its
         business and management of its property;

     (b) prepare necessary applications, notices, answers, orders,
         reports and other legal papers;

     (c) assist the Debtor in the negotiation of a plan of
         Reorganization satisfactory to creditors and parties-in-
         interest and to prepare a disclosure statement which will
         be submitted to creditors and parties-in-interest after
         it has been approved by the Court; and

     (d) perform other legal services for the Debtor which may be
         necessary in the Debtor's bankruptcy case.

Scott D. Gibson, an attorney at GND, says that the firm will be
paid based on the hourly rates of its personnel:

         Attorneys            $295-$395
         Legal Assistant         $140

Mr. Gibson, assured the Court that GND is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Tucson, Arizona-based Deed and Note Traders, L.L.C., filed for
Chapter 11 bankruptcy protection on February 12, 2010 (Bankr. D.
Ariz. Case No. 10-03640).  The Company estimated its assets and
debts at $1,000,001 to $100,000,000.


DENNY'S CORP: Morgan Stanley Holds 8.2% of Common Stock
-------------------------------------------------------
Morgan Stanley disclosed that as of December 31, 2009, it may be
deemed to beneficially own 7,968,109 shares or roughly 8.2% of the
common stock of Denny's Corporation.

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- is one of America's largest
full-service family restaurant chains, consisting of 1,289
franchised and licensed units and 256 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

At December 30, 2009, the Company had total assets of
$312.627 million against $440.125 million in total liabilities,
resulting in $127.498 million shareholders' deficit.  The
December 30 balance sheet showed strained liquidity: The Company
had total current assets of $58.345 million against
$92.108 million in total current liabilities.


DENNY'S CORP: Wellington Management Holds 5.35% of Common Stock
---------------------------------------------------------------
Wellington Management Company, LLP, in its capacity as investment
adviser, may be deemed to beneficially own 5,169,812 shares or
roughly 5.35% of the common stock of Denny's Corporation.

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- is one of America's largest
full-service family restaurant chains, consisting of 1,289
franchised and licensed units and 256 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

At December 30, 2009, the Company had total assets of
$312.627 million against $440.125 million in total liabilities,
resulting in $127.498 million shareholders' deficit.  The
December 30 balance sheet showed strained liquidity: The Company
had total current assets of $58.345 million against
$92.108 million in total current liabilities.


DENNY'S CORP: Vanguard Group Holds 8.08% of Common Stock
--------------------------------------------------------
The Vanguard Group, Inc., disclosed that as of December 31, 2009,
it may be deemed to beneficially own 7,814,266 shares or roughly
8.08% of the common stock of Denny's Corporation.

Based in Spartanburg, South Carolina, Denny's Corporation (NASDAQ:
DENN) -- http://www.dennys.com/-- is one of America's largest
full-service family restaurant chains, consisting of 1,289
franchised and licensed units and 256 company-owned units, with
operations in the United States, Canada, Costa Rica, Guam, Mexico,
New Zealand and Puerto Rico.

At December 30, 2009, the Company had total assets of
$312.627 million against $440.125 million in total liabilities,
resulting in $127.498 million shareholders' deficit.  The
December 30 balance sheet showed strained liquidity: The Company
had total current assets of $58.345 million against
$92.108 million in total current liabilities.


DETROIT: Warns of Bankruptcy as It Prepares Bond Sale
-----------------------------------------------------
Darrell Preston at Bloomberg News reports that the city of Detroit
warned investors of the risk of bankruptcy as it prepares to sell
$250 million of bonds to help close its budget deficit.  According
to the Bloomberg report, the city told bondholders in a March 2
preliminary offering statement that while it hasn't taken steps to
reorganize under Chapter 9, it may have few other options if its
financial condition worsens.  Detroit is facing a deficit
estimated at $280 million.

Only two cities -- Menasha, Wisconsin, and Vallejo, California --
have sought bankruptcy protection during the past two years.


DIPAK DESAI: Files for Bankruptcy to Halt Civil Lawsuits
--------------------------------------------------------
According to Las Vegas Review-Journal, Dr. Dipak Desai filed for
bankruptcy putting a halt on all civil lawsuits against him in
state court including a first medical malpractice trial involving
a patient with hepatitis C infection against him.

Dr. Desai, a doctor, listed $22 million in assets -- including $2
million house at Red Rock Country Club, $1.1 million in bank
accounts and more than $18 million in various investments and
businesses -- and $1.2 million liabilities, the report says.


DOLLAR THRIFTY: Swings to $45 Million Net Income in 2009
--------------------------------------------------------
Dollar Thrifty Automotive Group, Inc., last week filed with the
Securities and Exchange Commission its annual report on Form 10-K
for the year ended December 31, 2009.  DTAG swung to a net income
of $45,022,000 for 2009 from a net loss of $346,718,000 for 2008.
DTAG reported net income of $1,215,000 for 2007, $51,692,000 for
2006 and $76,355,000 for 2005.  Total revenues were $1,546,249,000
for 2009, from $1,697,993,000 for 2008, $1,760,791,000 for 2007,
$1,660,677,000 for 2006 and $1,507,554,000 for 2005.

At December 31, 2009, the Company had total assets of
$2,645,937,000 against total debt of $1,727,810,000.
Stockholders' equity was $393,914,000 at December 31, 2009,
compared to $208,420,000 at end-2008.

The Company believes that its cash generated from operations, cash
balances and secured vehicle financing programs are adequate to
meet its liquidity requirements during 2010.  The Company has
asset-backed medium term note maturities totaling $400 million
that amortize ratably from January 2010 through June 2010, and an
additional $100 million in maturities in December 2010.  The
Company has adequate cash on hand to fund these maturities without
the need for additional financing, although it intends to pursue
additional financing capacity on an opportunistic basis.  Despite
improving conditions in the asset backed medium term note market,
the Company expects that new financing will require a
substantially higher collateral enhancement rate than its current
medium term notes, but will have similar interest rates.  Although
the financial markets were constrained during the first half of
2009, the fleet financing markets improved during the second half
of 2009 and into 2010, and the Company believes it will be able to
access funding to add capacity for future growth.  In addition,
based on its current cash position which was enhanced by the
equity offering in the fourth quarter of 2009, the Company has the
ability to meet such higher collateral requirements, and believes
it would be able to refinance or replace its asset backed medium
term notes with other debt upon their maturity or in the event of
an early amortization.

A full-text copy of DTAG's annual report on Form 10-K is available
at no charge at http://ResearchArchives.com/t/s?5727

               About Dollar Thrifty Automotive

Dollar Thrifty Automotive Group, Inc. is headquartered in Tulsa,
Oklahoma. Driven by the mission "Value Every Time," the Company's
brands, Dollar Rent A Car and Thrifty Car Rental, serve value-
conscious travelers in over 70 countries.  Dollar and Thrifty have
over 600 corporate and franchised locations in the United States
and Canada, operating in virtually all of the top U.S. and
Canadian airport markets.  The Company's approximately 6,400
employees are located mainly in North America, but global service
capabilities exist through an expanding international franchise
network.

In November 2009, Standard & Poor's Ratings Services raised its
corporate credit rating of Dollar Thrifty to 'B-' from 'CCC', in
light of the Company's improved operating and financial
performance that began in mid-2009.  Moody's Investors Service
also upgraded Dollar Thrifty's Probability of Default Rating to
'B3' from 'Caa2' and Corporate Family Rating to 'B3' from 'Caa3'.


E*TRADE FIN'L: Posts 3rd Consecutive Annual Net Loss
----------------------------------------------------
E*TRADE Financial Corporation has filed with the Securities and
Exchange Commission its annual report on Form 10-K for the year
ended December 31, 2009.  E*TRADE reported its third consecutive
annual net loss, posting $1,297,762,000 for 2009, from
$511,790,000 for 2008 and $1,441,754,000 for 2007.

Total net revenue was $2,217,016,000 for 2009, from $1,925,596,000
for 2008 and $161,726,000 for 2007.

At December 31, 2009, the Company had total assets of
$47,366,485,000 against total liabilities of $43,616,930,000,
resulting in shareholders' equity of $3,749,555,000.

A full-text copy of the Company's annual report on From 10-K is
available at no charge at http://ResearchArchives.com/t/s?5728

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

                           *     *     *

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


EMMIS COMMS: Inks New Employment Agreement with Richard Cummings
----------------------------------------------------------------
Emmis Communications Corp. entered into a new one-year employment
agreement with Richard F. Cummings to serve as President of Emmis
Radio Programming effective March 1, 2010.

Mr. Cummings' employment agreement will automatically renew each
year following the initial one-year term for additional one-year
terms unless either the company or Mr. Cummings provides the other
with written notice of non-renewal prior to December 31 of the
initial or subsequent term, as applicable.

Under the agreement, Mr. Cummings' base salary is $446,500 and his
annual incentive compensation target is 60% of his base salary.
The annual incentive bonus will be paid, if at all, based upon
achievement of certain performance goals to be determined by the
company.  The Company retains the right to pay such annual
incentive compensation in cash or shares of the company's Class A
common stock.

Mr. Cummings will continue to receive an automobile allowance and
will continue to be reimbursed for up to $5,000 per year in
premiums for life or other insurance and retains the right to
participate in all of our employee benefit plans for which he is
otherwise eligible.  He will also be entitled to severance equal
to his previous base salary in the event he is not offered
substantially similar employment upon the expiration of the term
and his employment terminates.

If Mr. Cumming is entitled to severance, he will be offered a
four-year part-time programming role with total payments over the
four years of $530,000.  The switch from full-time to part-time
employment is designed to constitute a 'separation from service'
within the meaning of section 409A of the Internal Revenue Code.

A full-text copy of the Company's employment agreement is
available for free at http://ResearchArchives.com/t/s?5723

                    About Emmis Communications

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

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

                          *     *     *

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

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

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


ENNIS HOME: Expects to Emerge from Bankruptcy Protection
--------------------------------------------------------
Sarah De Crescenzo at The Porterville Recorder says Ennis Home
Inc. said it expects to emerge from bankruptcy following the
approval of its disclosure statement explaining its plan of
reorganization in February 2010.

As reported by the Troubled Company Reporter on Feb. 25, 2010, the
Company received approval from the U.S. Bankruptcy Court for the
Eastern District of California of the adequacy of the disclosure
statement for its amended Plan dated as of February 12, 2010.  The
Bankruptcy Court approval of the Debtor's disclosure statement
allows the Debtor to commence the solicitation of votes for
confirmation of its Plan.

The deadline for returning completed ballots is 5:00 p.m. EST on
March 18, 2010.  Objections, if any, to confirmation of the Plan
must be received by the Court and notice parties no later than
March 18, 2010.

A hearing to consider confirmation of the Plan is scheduled for
April 2, 2010, at 11:00 a.m.

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

                         About Ennis Homes

Ennis Homes Inc. is a homebuilder in California.  Ennis Homes was
founded in 1979 by Ben Ennis and has become one of the largest
family owned homebuilders in the Central Valley,.  Son Brian Ennis
serves as President and daughter Pam Ennis acts as Vice President-
Marketing of the Company.

Ennis Homes Inc. filed for Chapter 11 on Feb. 3, 2009 (Bankr. E.D.
Calif. Case No. 09-10848).  Hagop T. Bedoyan, Esq., and Jacob L.
Eaton, Esq., represent the Debtor as counsel.  In its petition,
Ennis Homes listed between $100 million and $500 million each in
assets and debts.


ERICKSON RETIREMENT: Addresses Disclosure Statement Objections
--------------------------------------------------------------
Various parties filed responses to the Disclosure Statement
accompanying the Third Amended Joint Plan of Reorganization of
Erickson Retirement Communities LLC and its debtor affiliates.
The objectors include the prepetition lenders, ERC Investment
Holdings, LLC, referred as "Coastwood," and former employees.

The objecting lenders include PNC Bank, National Association;
Capmark Finance, Inc.; Bank of America, N.A.; The Bank of New
York Mellon formerly known as The Bank of New York; Manufacturers
and Traders Trust Company also known as M&T Bank; and Wells Fargo
Bank National Association.  BoNY complains that the Disclosure
Statement fails to (i) provide the holders of STAMPS with detailed
information regarding the use of the proceeds of the Subordinated
Taxable Adjustable Mezzanine Put Securities Series 2007 or STAMPS;
and (ii) accurately describe the STAMPS and the applicable
subordination provisions as contained in the STAMPS Indenture.

ERC Investment Holdings or Coastwood acknowledges that the Debtors
agreed, at the Dec. 22 auction, that the losing bidder would be
entitled to a fee representing 10% of the difference between the
prevailing bid and $275 million, consistent with the Bid
Procedures Order.  Coastwood, however, contends that although the
Disclosure Statement describes the Fee, it fails to provide
creditors with sufficient and accurate information about the Fee
and its payment.  Redwood emerged as the winning bidder with an
all-cash bid of $365 million at the Auction.  Coastwood was the
unsuccessful bidder entitled to consideration in exchange for its
performance throughout the Auction process.

In separate filings, former employees of the Debtors ask the
Court to deny approval of the Disclosure Statement, asserting
that it describes a Plan that is facially unconfirmable under
Section 1129.  The Former Employees allege that the Amended Plan
and Disclosure  Statement contain "death trap" provisions,
including a language that any objection filed by a beneficiary to
a global settlement discussed among the Debtors, the Official
Committee of Unsecured Creditors and the Debtors' Lender will
disqualify a Beneficiary from participating in a Liquidating
Creditors Trust under the Amended Plan.

                         Debtors Respond

The Debtors filed an omnibus reply to the objections asserted
against the Disclosure Statement in further support of the
Disclosure Statement Motion on March 4, 2010.

Counsel to the Debtors, Vincent P. Slusher, Esq., at DLA Piper
LLP, in Dallas, Texas, reminds the Court that the Amended Plan
and Disclosure Statement set forth a transaction and allocation
of proceeds, which represents a complete settlement of the most
significant issue among the major parties-in-interest in the
Debtors' bankruptcy cases.  The Debtors note that they have
invested time and effort with certain lenders, the HCP Entities,
the University of Texas A&M, Morgan Stanley Entities, National
Senior Campus and the Creditors Committee in crafting a plan that
allows them to consummate a sale of their assets to the Redwood
Entities.  "Failure to approve the Disclosure Statement and
ultimately confirm the Amended Plan would endanger, if not
imperil the sale," he contends.

Mr. Slusher further asserts that the Disclosure Statement's
description of the valuation of the Debtors' assets, the
methodology of valuation, and the allocation of the Debtors'
assets constitutes "adequate information" pursuant to Section
1125.

The Debtors maintain that the Disclosure Statement and Plan
represents a reasonable compromise of all outstanding issues
regarding valuation and allocation of assets and thus, propose to
include language in the Disclosure Statement to that effect.

Moreover, in an effort to provide the disclosure required by the
Bankruptcy Code, the Debtors note that they (i) included language
in the Disclosure Statement provided by the objecting parties,
(ii) worked with the objecting parties to craft further language
for inclusion in the Disclosure Statement, or (iii) are proposing
language for inclusion in the Disclosure Statement.

Contrary to the Former Employees' objection, the Debtors assert
that the Plan does allocate value in the form of the Creditor
Liquidating Trust to general unsecured creditors, including the
Employees.  The Debtors further propose that the Former Employees
receive these distributions under the Amended Plan:

    * 43% of the Employees will receive 100% of their claims as
      priority claims;

    * 65% of the Employees will receive at least 50% as a
      priority claims; and

    * every employee will receive either three months of
      severance or notice.

The Debtors relate that they have continue to work closely with
each of Capmark, BofA, M&T Bank, PNC Bank and Wilmington Trust to
resolve any potential objections that may arise.  Contrary to the
Strategic Entities' objections, the Debtors   insist that the
information regarding the allocation of the Transaction Proceeds
contained in the Disclosure Statement constitutes adequate
information under Section 1125.

In this light, the Debtors ask the Court to overrule the
objections to, and approve, the Disclosure Statement.

                        The Chapter 11 Plan

Erickson Retirement Communities and its debtor affiliates
presented to the United States Bankruptcy Court for the Northern
District of Texas their Second Amended Joint Plan of
Reorganization and accompanying Disclosure Statement on
February 16, 2010.

The Amended Plan incorporates, among others, settlements between
the Debtors and parties-in-interests in the Debtors' Chapter 11
cases.

The Plan estimate $135,799,000 in total value that will be
available for distribution.  Based on the Liquidation Analysis,
the Debtors estimate a 12.9% recovery for ERC and Erickson
Construction LLC under an orderly liquidation and only an 8.2%
recovery for the same Debtor entities under a forced liquidation.
A Liquidation Analysis on the other Debtor Landowners also show
that the Landowners are expected to recover more from an orderly
liquidation than from a forced liquidation.

Full-text copies of the Third Amended Plan and Disclosure
Statement are available for free at:

            http://bankrupt.com/misc/ERC_ThirdAmPlan.pdf
            http://bankrupt.com/misc/ERC_ThirdAmDS.pdf

                      About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

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


ERICKSON RETIREMENT: Amends Plan to Provide for $356MM Split
------------------------------------------------------------
Erickson Retirement Communities, LLC, and its debtor affiliates
delivered to the U.S. Bankruptcy Court for the Northern District
of Texas their Third Amended Joint Plan of Reorganization and
accompanying Disclosure Statement on March 1, 2010.

The Amended Plan and Disclosure Statement provide more
information on the auction for the Debtors' assets held last
December 22, 2009, allocation of the sales proceeds, modified
claims treatment as well as financial projections.

           Auction Results, Sale Proceeds Allocation

Two parties qualified to bid for the Debtors' assets at the
December 22 Auction -- Redwood-ERC Senior Living Holdings, LLC
and ERC Investment Holdings, LLC, an entity formed by affiliates
of Coastwood Senior Housing Partners, LLC, Kohlberg Kravis
Roberts & Co., and Beecken Petty O'Keffe & Company, LLC.  The
Debtors' advisors engaged in extensive negotiations with National
Senior Campuses, Inc. and the project lenders that resulted in
the NSC's and NSC Not-for-Profit organizations' offer of 10-year
management agreements to all bidders.  Among other terms, the New
Management Agreements will comply with Rev. Proc. 97-13, 1997-1
C.B. 632 and will not affect the status of an NFP under Section
501(c)(3) of the Internal Revenue Code.

At the start of the Auction, the Debtors and their advisors
deemed Coastwood's initial bid, consisting of cash, Term Loan A
securities, and subordinated preferred securities to be higher or
better than Redwood's stalking horse bid.  Thus, to ensure the
continued participation of both Redwood and Coastwood in the
Auction, the Debtors, after consulting with their advisors and
constituencies, agreed to pay an auction fee of $9 million, to
the unsuccessful bidder.  After 18 hours of negotiations and 25
rounds of bidding, Redwood was determined to be the successful
bidder at the Auction with a final all cash bid price of
$365 million.  Thus, as the unsuccessful bidder, Coastwood is
entitled to a $9 million Auction Fee upon the occurrence of the
effective date of the Amended Plan.  Coastwood intends to file a
motion asking the Bankruptcy Court's approval of the Auction Fee
payment as an administrative priority expense of the Debtors'
estates.

ERC Executive Vice President and General Counsel Gerald Doherty
relates that the Amended Plan provides for an allocation of the
$365 million purchase price, which is based on the percentage of
proceeds allocated to each entity pursuant to the all-cash
proposal provided by Redwood in a December 18, 2009 term sheet:

   Gross Cash Sales proceeds                $365,000,000
   NSC Allocation                             (9,000,000)
                                        ----------------
                                            $356,000,000
                                        ================

A breakdown of the $356 million amount per Debtor entity has been
summarized:

                             Purchase Price
  Campus                      Allocation            % Total
  ------------              ---------------    ---------------
  Ashburn Campus, LLC          $68,775,000           19.30%
  Concord Campus, L.P.          59,866,000           16.80%
  Dallas Campus, LP             26,554,000            7.50%
  Houston Campus, L.P.          12,689,000            3.60%
  Kansas Campus, LLC                     -            0.00%
  Littleton Campus, LLC         55,850,000           15.70%
  Novi Campus, LLC              36,563,000           10.30%
  Warminster Campus, L.P.                -            0.00%
                           ---------------     ---------------
                               260,297,000           73.10%
  Corporate                     95,702,000           26.90%
                           ---------------     ---------------
                              $355,999,000
                           ===============

If a creditor objects to the proceeds allocation provided under
the Amended Plan and the objection is not resolved through
negotiations, the Debtors will seek the Court's intervention.

Moreover, Redwood Holdings, Redwood-ERC Management, LLC, Redwood-
ERC Development, LLC, Redwood-ERC Properties, LLC, Redwood-ERC
Kansas, LLC, ERC, Erickson Group LLC, Concord Campus, Dallas
Campus, Houston Campus, Ashburn Campus LLC, Littleton Campus,
Novi Campus, Kansas Campus LLC, Tinton Falls Campus II LLC,
Senior Campus Care LLC, Naperville Campus, Warminster Campus ,
Point View Campus II LLC, Hingham Campus LLC, Lincolnshire
Campus, LLC, and Erickson Construction entered into a Second
Amended and Restated Master Purchase and Sale Agreement, whereby
Redwood is contemplated to acquire substantially all of the
assets of the Debtor Sellers relating to the business and the
equity interests in Warminster LP and Warminster GP, collectively
known as the "Transferred Landowners," free and clear of all
liens and liabilities except for certain permitted encumbrances.

In addition, the Redwood Entities will acquire all Initial
Entrance Deposits of the Debtors' retiree residents with respect
to campus Tallgrass Creek, subject to the conditions set forth
under the Amended Plan.  Warminster Campus may use all of its
Initial Entrance Deposits escrowed after November 27, 2009
pursuant to the Court's order granting additional protections to
Initial Entrance Deposits.  Holders of certain Allowed Claims
will be assigned an interest up to a total of $7 million of the
Cedar Crest Receivable, which refers to a receivable in the books
of Point View Campus II, LLC in an amount equal to (i) the
Initial Entrance Deposits not yet received by Cedar Crest, plus
(ii) the Initial Entrance Deposits used by Cedar Crest to fund
reserves under its bonds, less (iii) the outstanding principal
interest and fees due to PPF MF 3900 Gracefield Road, LLC, for
$25,000,000.

At closing of the sale, Redwood will directly pay $9 million to
the NSC.  In turn, the NSC will transfer $2 million out of the
$9 million to a transaction implementation pool or TIP under the
Amended Plan.  The NSC will retain the remaining $7 million and
all payments the NSC and NSC-NFPs have received from the Debtors
for reimbursement of professional fees and expenses incurred in
the Debtors' Chapter 11 cases, without further Court order and
free and clear of all claims by the Debtors, the lenders of
construction loans of the Debtors, the Redwood Entities, and any
other person.

Redwood-ERC Development, LLC, or Redwood Devco will acquire all
assets and properties of Erickson Construction LLC other than its
cash on hand.  The Redwood Entities through Redwood-ERC
Management LLC or Redwood ManagementCo will manage Linden Ponds,
Sedgebrook, and Monarch Landing collectively known as the "Bonded
Communities" during the 90-day period after the confirmation date
of the Amended Plan.  During this period, Redwood will negotiate
with the applicable NFPs and indenture trustees to reach a
resolution regarding the Bonded Communities.  If the parties
reach a resolution, the Debtors will facilitate a definitive
agreement regarding a restructuring plan for the Bond
Communities.  Absent a deal, ERC's interests in the Bond
Communities will be resolved pursuant to Section 554 of the
Bankruptcy Code, and Redwood will have no further obligation to
manage the Bond Communities.

Pursuant to the Second Amended MSPA, Redwood will not purchase
all Initial Entrance Deposits, which have been placed in escrow
pursuant to the Court's order granting additional protections to
the Initial Entrance Deposits and title to all real property,
building, fixtures, and any other improvements made to the Bond
Communities.

As part of its restructuring, Dallas Campus will sell to Redwood,
free and clear of all liens and liabilities, all of its assets
and properties upon (i) receipt by the holders of Texas A&M Note
of $3,440,000 and (ii) receipt by Bank of America, N.A., as
collateral agent and administrative agent for the holders of
Dallas Campus' Construction Loan Claims, of $19,496,000 in cash;
allowance of BofA's right to set off $34,531 held in deposit
pursuant to an Expense Reserve Account pursuant to the Dallas
Construction Loan Claim documents without further Court approval
against the portion of the Dallas Construction Loan Claims that
is unsecured; and $282,000 from the Cedar Crest Receivable.
Texas A&M Note refers to a promissory note for $4.4 million
granted by Dallas Campus to a board of regents of Texas A&M
University System.

Similarly, Kansas Campus will sell to Redwood, free and clear of
all liens and liabilities, all of its assets and properties upon
receipt by PNC Bank, National Association, as collateral and
administrative agent for the holders of Kansas Campus'
Construction Loan Claims, $2,778,000 from the TIP.

All guarantees of Novi Campus' Construction Loan and Junior Loan
will be terminated and released pursuant to the Amended Plan.
Warminster Campus' Initial Entrance Deposits collected prior to
November 27, 2009, will be transferred to the TIP.  If Wells Fargo
Bank, National Association, as indenture trustee for Ann's
Choice's $81,945,000 Bucks County Industrial Development
Authority Retirement Community Revenue Bonds Series 2005 A and B,
is not willing to facilitate the transfer, the Debtors reserve
their right to seek Court intervention.

Mr. Doherty reveals that the Debtors and the agents to the
Construction Loans have discussed a proposed global settlement
agreement with the Official Committee of Unsecured Creditors that
is subject to Plan confirmation.  The Global Settlement and the
Amended Plan intend to transfer all claims, causes of action,
counterclaims and other defenses of the Debtors to a Liquidating
Creditor Trust.

Mr. Doherty also notes that the Debtors will first apply the DIP
financing funds of up to $600,000 to the Creditors Committee's
professional fees and an additional maximum consideration of up
to $500,000 will be made available from the TIP for the payment
of the Committee's professional fees up to an allowed amount of
$1.1 million.

                   Modified Claims Treatment

Pursuant to the Amended Plan, Erickson Group Class 4 Guaranty
Claims is entitled to vote on the Amended Plan.  Senior Campus
Class 4 Corporate Revolver Guaranty Claim is impaired and is
thus, deemed to reject the Amended Plan.  Holders of Corporate
Revolver Guaranty Claims will not receive any distribution under
the Plan.

General Unsecured Claims consist of three subclasses and may
receive a participation interest in the recovery per subclass
under the Liquidating Trust:

  (1) Tier A Subclass - Trade Claims will receive a pro rata
      share of the first $7 million of dividends paid by the
      Liquidating Trust.

  (2) Tier B Subclass - Construction Claims will not receive any
      distribution from the Liquidating Trust until the
      $9 million Trade Dividend has been paid in full.
      Thereafter, Tier B will participate in all dividends from
      the Liquidating Trust pro rata, with other Tier B
      participants only up to $2 million, and with Tier C
      participants pro rata, subject to a proration trigger event.

  (3) Tier C Subclass - Mezzanine/Sale-Lease Back Claims will
      not participate in dividends from the Liquidating Trust
      until the occurrence of the proration trigger event.

Upon the payment of the Trade Dividend to Tier A in full, Tier A
will not be entitled to participate in any further distributions
from the Liquidating.  However, if as a result of future
distributions to participants in Tier B and Tier C, a Tier B/C
Percentage Recovery, which is the quotient of the total amount of
distributions made by the Liquidating Trust to Tiers B and C
participants, equals or exceeds the Tier A Percentage Recovery,
all subsequent distributions from the Liquidating Trust will then
be made to Tier A, Tier B and Tier C pro rata.

With respect to Warminster Campus Class 5 Purchase Option Deposit
Refund Agreement Claims, an amendment to a Purchase Option
Deposit Refund Agreement will provide that if Ann's Choice
exercises its option to purchase its campus under that agreement
and the going concern value is less than the $75 million dollar
amount of the purchase option deposit, Redwood will pay the
amount of that shortfall to Ann's Choice out of Initial Entrance
Deposits, up to a maximum amount of $10 million.  The Purchase
Option Deposit Refund Agreement refers to a purchase option
agreement among ERC, Warminster Campus and ERC.

Warminster Campus GP's Class 3 Corporate Revolver Guaranty Claims
will not receive any distribution under the Amended Plan.

                      Financial Projections

In conjunction with the Amended Plan, the Debtors prepared
financial projections for May 2010 through the end of 2014.  The
projections assume a Plan Effective Date of April 30, 2010.
Expenses incurred as a result of the Debtors' Chapter 11 cases
are assumed to be paid upon the Effective Date. If the Debtors do
not emerge from Chapter 11 by April 30, 2010, additional
bankruptcy expenses are expected to be incurred until the time as
a Plan is confirmed.  These expenses could significantly impact
the Debtors' results of operations and cash flows, Mr. Doherty
relates.

The Debtors project a net operating income of $29 million for
2011, $38 million for $2012, $34 million for 2013, and
$30 million for 2014.

A copy of the Financial Projections is available for free at:

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

                        Plan Supplement

The Debtors remind the Court that they entered into a settlement
agreement with MSRESS III Dallas Campus, L.P. and MSRESS III
Denver Campus, LLC, the terms of which agreement will be filed as
a Plan Supplement.  The MSRESS III Entities will receive
$1 million cash from the TIP and the net proceeds of a real
property known as Littleton Out-Parcel over $6 million, which will
be split between the MSRESS III Entities and Capmark Finance,
Inc., as agent under Littleton Campus' construction loan for the
benefit of the holders of the loan as allocated to repayment of
Littleton Campus' obligations owed to the MSRESS III Entities.

The Debtors also intend to explain how funds that are collected
on account of Cedar Crest Receivable will flow through to Holders
of Allowed Claims in documents that will be included in the Plan
Supplement.

Full-text copies of ERC's Third Amended Plan and Disclosure
Statement are available for free at:

           http://bankrupt.com/misc/ERC_ThirdAmPlan.pdf
           http://bankrupt.com/misc/ERC_ThirdAmDS.pdf

Blacklined versions of the Third Amended Plan and Disclosure
Statement are available for free at:

       http://bankrupt.com/misc/ERC_3rdAmPlan_blacklined.pdf
       http://bankrupt.com/misc/ERC_3rdAmDS_blacklined.pdf

The Court will consider approval of the Disclosure Statement on
March 5, 2010.

              Debtors File Witness & Exhibits Lists
                       for March 5 Hearing

The Debtors submitted to the Bankruptcy Court lists of witnesses
and exhibits for a hearing scheduled for March 5, 2010, to
consider these motions:

  * The Disclosure Statement for the Debtors' Third Amended
    Joint Plan of Reorganization

  * The Debtors' Motions to Approve Disclosure Statement and
    Solicitation Protocol

  * Hess Corporation's Motion for reconsideration of the Utility
    Injunction Order

  * The Debtors' DIP Financing Motion.

The Debtors may call on these witnesses in support of the
motions:

  (1) Paul Rundell,
  (2) Gerry Doherty,
  (3) Matthew Niemann,
  (4) any witness identified by any other party, and
  (5) Rebuttal witnesses, if necessary

The Debtors will submit certain exhibits for the March 5 hearing,
a list of which is available for free at:

            http://bankruptc.com/misc/ERC_ExhibitList

The Debtors will submit at the March 5 hearing certain exhibits,
a list of which is available for free at:

         http://bankrupt.com/misc/ERC_Mar4ExhibitList.pdf

The Committee reserves its rights to (i) call any witness
designated by another party, and (ii) amend and add witnesses,
including rebuttal witnesses as they are determined to be
relevant or helpful to the Court.  Similarly, the Committee
reserves its right to offer into evidence any exhibit designated
by another party and any rebuttal and impeachment exhibits and
reserves its right to amend and supplemental the exhibit list.

                      About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

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


ERICKSON RETIREMENT: Ex-Employee Wants Separate Class for Claims
----------------------------------------------------------------
Randolph Emerson Craig, a former employee of the Debtors, asks
the Court to direct the Debtors to amend the Disclosure Statement
to:

  (i) include a separate class for former employees entitled to
      severance payments; and

(ii) set forth the priority for a separate class for former
      employees entitled to severance.

Mr. Craig's request is in light of his contention that the
Disclosure Statement makes no reference to the claims of about 94
laid off employees owed severance and health insurance payments
per severance contracts entered into with the Debtors.  In an
objection filed with the Court, Mr. Craig asserted that the
Disclosure Statement and the Amended Plan appear to classify
those severance obligations as general unsecured claims.

Pursuant to Section 1122 of the Bankruptcy Code, a particular
claim will be included in a class only if it is significantly
similar in nature to the other claims in that class.  In this
context, severance payments are entitled in whole or in part
priority as designated in Section 507 of the Bankruptcy Code, Mr.
Craig argues.  Creditors with severance payment claims are
employees and thus, a uniquely vulnerable class of creditors, he
insists.  The creditors owed severance payments are all
individual persons with no corporate identity and their losses
are suffered by their families and minor dependents, he points
out.

The employees owed severance by Erickson Retirement Communities
LLC are a unique class in the particular case, in that they were
assured that severance payments would continue despite its
Chapter 11 case, Mr. Craig emphasizes.

                      About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

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


ERICKSON RETIREMENT: Lenders Object Sec. 1104 Examiner
------------------------------------------------------
In renewed objections, PNC Bank, National Association and
Wilmington Trust FSB ask the Court to deny the joint request of
Strategic Ashby Ponds Lender LLC; Strategic Concord Landholder,
LP; HCP ER6, LP; HCP ER2, LP; HCP ER3, LP; MSRESS III Dallas
Campus, L.P.; MSRES III Denver Campus, LLC; and MSRESS III Kansas
Campus, L.P, to appoint an examiner in the Debtors' Chapter 11
cases under Section 1104 of the Bankruptcy Code.

PNC Bank is administrative and collateral agent for senior
secured project loans made to Debtors Concord Campus, LP, and
Ashburn Campus, LLC.  Wilmington Trust is administrative agent on
behalf of lenders under a July 27, 2007 Credit Agreement.

A. PNC Bank

PNC Bank complains that the Strategic Entities seem to seek
appointment of an examiner in order to reallocate sales proceeds
in the hopes that a reallocation would result in payment to them.

PNC Bank reminds the Court that the Strategic Entities are
"sophisticated investors who accepted the risks of subordinated
financing for the possibility of a high 14% annual return."
Counsel to PNC Bank, Daniel I. Morenoff, Esq., at K&L Gates LLP,
in Dallas, Texas, reveals that Concord Campus owed the Concord
Senior Lenders $70,000,000 under a Construction Loan Agreement.
Strategic Concord Landholder, LP, thus entered into a Ground
Lessor Tri-Party Agreement, as a condition to the Concord Senior
Lenders' consent to an alleged conveyance of the collateral land
to Strategic Concord for $25,000,000, and leaseback of the same
land under a ground lease.  Similarly, Ashburn Campus owed the
Ashburn Senior Lenders $125,000 under a Construction Loan
Agreement.  Strategic Ashby Ponds Lenders, LLC, entered into a
Subordination and Standstill Tri-Party Agreement as a condition
to the Ashburn Senior Lenders' consent to subordinate financing
by Strategic Ashby Ponds for $50,000,000.

PNC Bank emphasizes that under the Subordination Agreements, the
Strategic Entities agreed that they lack standing to take any
action to collect their subordinated indebtedness until the
senior secured indebtedness of the Concord and Ashburn Senior
Lenders are paid in full.

Simply put, Mr. Morenoff says, the Strategic Entities' request
may not be heard because they have waived their rights when they
entered into Subordinated Agreements.

Moreover, PNC Bank reminds the Court, the senior secured
indebtedness of the Concord and Ashburn Senior Lenders has not
been paid in full to date.

B. Wilmington Trust

Counsel to Wilmington Trust, William L. Medford, Esq., at
Greenberg Traurig, in Dallas, Texas, clarifies that Section 1104
states that the primary function of an examiner is to investigate
"allegations of fraud, dishonesty, incompetence, misconduct,
mismanagement, or irregularity in the management of the affairs
of the debtor of or by current or former management of the
debtor."  He points out that the Mezzanine Lenders have not even
alleged misconduct, instead, they wish to have an examiner
appointed simply to perform a valuation and allocation analysis
of the Debtors.

Thus, Wilmington Trust insists that the Examiner Motion is an
inappropriate attempt by the Mezzanine Lenders to shift the cost
of a valuation fight onto the Debtors' estates and thus, in
essence, onto the secured lenders.  "This is a cost properly
borne by the Mezzanine Lenders themselves, and they should not be
allowed to selfishly straddle the Debtors' estates with that cost
through the appointment of an examiner for a role outside of the
scope envisioned by the Bankruptcy Code," Mr. Medford asserts.

Moreover, Wilmington Trust believes that a global settlement is
imminent thus an appointment of an examiner at this time is
inappropriate.

However, if an examiner is appointed in the Debtors' Chapter 11
cases to value substantially all of the Debtors' assets in
connection with a potential sale or to allocate the proceeds of
that sale among the Debtors' estates, the Court should require
the cost of the appointment of an examiner to be borne by all of
the Debtors' estates, Wilmington Trust contends.

                    Strategic Entities React

The Strategic Entities, at the Court's directive, filed a
supplemental brief on the mandatory nature of the examiner
request and on its standing to seek an examiner appointment.

Counsel to the Strategic Entities, G. Martin Green, Esq., at
Baker Botts L.L.P., in Dallas, Texas, asserts that the $5 million
unsecured debt threshold of Section 1104(c)(2) is clearly met by
ERC, Ashburn Campus and Concord Campus and thus, the appointment
of an examiner is mandatory for these three cases.

Mr. Green adds that documents on the record show that the
Strategic Entities collectively hold claims, totaling $75 million
against Concord Campus and Ashburn Campus and that those claims
are backed by certain guarantees of ERC.  The Strategic Entities,
he asserts, are thus "parties-in-interest" with respect to
Ashburn Campus, Concord Campus and ERC under Section 1104(c) and
have a pecuniary interest in the other Debtors' cases to the
extent any of the sales proceeds are proposed to be allocated to
those Debtors.  Against this backdrop, the Strategic Entities do
have standing to seek an examiner appointment, Mr. Green
emphasizes.

Any suggestion that the Subordination Agreements somehow limit
the Strategic Entities' standing to seek appointment of an
examiner is simply wrong, Mr. Green further asserts.  He insists
that (i) the right to bring an examiner motion is a right granted
under the Bankruptcy Code, and (ii) the provisions relied on by
the Senior Lenders are non-specific and do not explicitly mention
the exercise of any rights under the Bankruptcy Code whatsoever,
he points out.

The Strategic Entities reiterate that they seek an examiner
appointment to assist in the proper allocation of the sale
proceeds among the 16 Debtors' estates.  They believe that based
on an objective evaluation, allocation to Concord Campus would be
higher than Ashburn Campus.  In this light, the Strategic
Entities are particularly concerned that the proposed allocation
under the Plan actually allocates over $8.9 million more to
Ashburn Campus than to Concord Campus -- $68.775 million is
allocated to Ashburn Campus while $59.866 million is allocated to
Concord Campus.

Against this backdrop, the Strategic Entities ask the Court to
grant the Examiner Motion.

                      About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

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


ERICKSON RETIREMENT: MSRESS Gets Nod for Rule 2004 Probe
--------------------------------------------------------
MSRESS III Dallas Campus, L.P., MSRESS III Denver Campus, L.L.C.,
and MSRESS III Kansas Campus, L.P., obtained a ruling from the
Bankruptcy Court granting them their request to conduct
examination of Erickson Retirement Communities LLC and its units
pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure.

The Debtors agreed to MSRESS's request to conduct a Rule 2004
examination.

The Debtors are directed to provide the MSRESS III Entities
access to the data room established by the Debtors and an index
of the documents contained in the data room upon execution of a
confidentiality agreement between the parties.  The Debtors'
professionals, including Houlihan Lokey Howard & Zukin Capital,
are also directed to assist the MSRESS III Entities in locating
documents responsive to the document requests set forth under the
MSRESS III Entities' Rule 2004 Motion.

If documents responsive to the MSRESS III Entities' document
requests are not located in the Debtors' data room, the
Debtors are directed to produce those documents to counsel for
the MSRESS III Entities.  Responsive documents which the Debtors
must perform electronic searches to locate are to be produced no
later than February 26, 2010.

The MSRESS III Entities assert that they collectively hold claims,
totaling $67,500,000, against the Debtors.

Thomas A. Connop, Esq., at Locke Lord Bissell & Lidell LLP, in
Dallas, Texas, notes that the Debtors' Joint Plan of
Reorganization seems to contemplate that the senior lenders on
the retirement communities would foreclose and extinguish the
junior debt, including the MSRESS III Entities' interest in the
retirement communities of the Debtors.

In this light, the MSRESS III Entities sought permission o examine
the Debtors to determine whether there are agreements or
understandings between the Debtors and the not-for-profit
entities, which are the borrowers under Community Loans, or
between the Debtors and Redwood Capital Investment LLC, which
have not been fully disclosed.  The Debtors have agreed to
provide access to certain documents and information which the
MSRESS III Entities will review, Mr. Connop says.  However, the
MSRESS III Entities seek additional documents and information
beyond that which the Debtors have agreed to provide, he notes.

                      About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

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


ERICKSON RETIREMENT: Strategic Wants Relief From Deposition
-----------------------------------------------------------
Counsel to Strategic Ashby Ponds Lender LLC and Strategic Concord
Landholder, LP, G. Martin Green, Esq., at Baker Botts L.L.P., in
Dallas, Texas, tells the Court that on February 22, 2010, the
Debtors served notices, seeking to take the depositions of the
Strategic Entities' corporate representatives on March 1, 2010,
pursuant to Rule 7030 of the Federal Rules of Bankruptcy
Procedure and Rule 30(b)(6) of the Federal Rules of Civil
Procedure.

Under the Deposition Notices, the Debtors seek to depose the
representatives on these topics:

(1) Any review, analysis or statement relating to any value
     assigned to or associated with Ashby Ponds project Maris
     Grove project;

(2) Any consideration or analysis performed in connection with
     the Strategic Entities' options as purported creditors of
     the Ashby Ponds and Maris Grove Projects, including to any
     analysis of their purported right to buy-out PNC Bank,
     National Association under subordination agreements, submit
     a credit bid or engage in a similar transaction;

(3) Any review, analysis or statement relating to any
     allocation assigned to or associated with the Ashby Ponds
     and Maris Grove projects; and

(4) The allegations and arguments asserted in Strategic
     Entities' Examiner Appointment Motion, including any
     exhibits or evidence the Strategic Entities intend to
     present at the hearing on the Examiner Motion and on the
     Disclosure Statement.

Mr. Green discloses that he has been informed by the Debtors'
counsel that they intend to seek a ruling on the issues of
valuation and allocation in connection with the adequacy hearing
of the Disclosure Statement of the Debtors' Second Amended Joint
Plan of Reorganization.  He further reveals that the Court
entered an order on February 23, 2010, abating certain motions
pending confirmation of the Amended Plan, including the Official
Committee of Unsecured Creditors' Motion to Determine Appropriate
Allocation of Value under the Amended Plan.

In this light, the Strategic Entities ask the Court to grant them
relief from the Deposition Notices.

Mr. Green asserts that any Court ruling in the context of
approval of the Disclosure Statement regarding the
appropriateness of Debtors' proposed allocation of sales proceeds
would be premature and is without sufficient notice for all
parties in the issue to be heard.  The Disclosure Statement
itself does not state that the Debtors seek a ruling on the
issues covered by the Deposition Notices at the Disclosure
Statement hearing, he points out.  Moreover, Mr. Green contends,
the purpose of the Disclosure Statement hearing will primarily be
to determine whether it contains adequate information under
Section 1125 of the Bankruptcy Code, and the information sought
by the Deposition Notices is not relevant to the adequacy of
information in the Disclosure Statement.

Rule 26 of the Federal Rules of Civil Procedure permits discovery
of documents that are relevant to a live dispute that is
procedurally and actually before the court.  In this context,
Rule 9014 of the Federal Rules of Bankruptcy Procedure has not
yet been triggered and the Strategic Entities have not objected
to the Disclosure Statement or the Amended Plan, Mr. Green says.

In addition, the hearing on the Examiner Motion has occurred and
the Debtors have no further reason or occasion to put on related
evidence, Mr. Green argues.

The Strategic Entities also ask the Court to enter a scheduling
order to govern the litigation leading up to the confirmation
proceedings in light of the confused nature of the confirmation
hearings.

At the Strategic Entities' request, the Court is set to convene a
telephonic hearing on the Strategic Entities' request on
February 26, 2010.

                         Debtors Respond

The Debtors' counsel, Vincent P. Slusher, Esq., at DLA Piper LLP,
in Dallas, Texas, asserts that the Debtors only seek to resolve
in an expeditious manner the issues raised by the Strategic
Entities concerning the adequacy of the valuation, the method of
valuation, and the allocation of the Debtors' assets contained in
the Disclosure Statement.  The Debtors aver that they have
produced or made available much of the information relevant to
these issues and will have complete the production of all
relevant documents by February 26, 2010.

The Strategic Entities should have no problem meeting the same
deadline, Mr. Slusher notes.

As the Court has recognized, it is in the best interests of all
parties, the regulators, and most importantly, the retiree
residents to resolve the noted issues as expeditiously as
possible, Mr. Slusher states.

Under these circumstances, the Debtors ask the Court to deny the
request of the Strategic Entities for relief from the
depositions.

                      About Erickson Retirement

The Baltimore, Maryland-based Erickson Retirement Communities LLC
owns 20 continuing care retirement communities in 11 states.
Among Erickson's 20 communities, eight are completed, 11 are open
although in construction, and one is in development.  They have
23,000 residents in total.

Erickson, along with affiliates, filed for Chapter 11 on Oct. 19,
2009 (Bankr. N.D. Tex. Case No. 09-37010).  DLA Piper LLP (US)
serves as counsel to the Debtors.  BMC Group Inc. serves as claims
and notice agent.  Houlihan, Lokey, Howard & Zoukin, Inc., is also
serving as investment and financial consultant.  Alvarez & Marsal
is serving as restructuring adviser.

As of September 30, 2009, on a book value basis, ERC had
approximately $2.7 billion in assets, including $2.2 billion of
property and equipment, and $3.0 billion in liabilities.
Liabilities include $195.8 million on the revolving credit,
$347.5 million on construction credit, $64 million in accounts
payable, $47.8 million in subordinate debt, and $475 million in
purchase option deposits.

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


FANNIE MAE: Bondholders Shouldn't Assume Govt. Guarantee
--------------------------------------------------------
Dawn Kopecki at Bloomberg News reports that House Financial
Services Committee Chairman Barney Frank said that Fannie Mae and
Freddie Mac bondholders shouldn't assume the government will make
them whole on their investments as Congress disbands the
companies.  Mr. Frank said the public role of Fannie Mae and
Freddie Mac, as well as the U.S. government's implied backing of
the companies' $1.7 trillion in debt, should be clarified by
lawmakers to remove ambiguity.

"Please don't think this is federally guaranteed, I don't think it
is, I don't think it should be, I don't feel any obligation to
bail you out," Mr. Frank said.  Congress will "certainly not"
extend any new protections to bond and mortgage-security investors
beyond what exists.

                        About Freddie Mac

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

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

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

                       Conservatorship

Freddie Mac, formally known as the Federal Home Loan Mortgage
Corporation, reported a net loss of $21.6 billion for the full-
year 2009, compared to a net loss of $50.1 billion for the full-
year 2008.

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.

                        About Fannie Mae

Fannie Mae -- http://www.fanniemae.com/-- is a government-
sponsored enterprise that was chartered by Congress in 1938.
Fannie Mae securitizes mortgage loans originated by lenders in the
primary mortgage market into mortgage-backed securities, which can
then be bought and sold in the secondary mortgage market.  Fannie
Mae also participates in the secondary mortgage market by
purchasing mortgage loans and mortgage-related securities,
including the Fannie Mae MBS, for its own mortgage portfolio.  In
addition, Fannie Mae makes other investments that increase the
supply of affordable housing.  Under its charter, Fannie Mae may
not lend money directly to consumers in the primary mortgage
market.  Although Fannie Mae is a corporation chartered by the
U.S. Congress, and although its conservator is a U.S. government
agency and Treasury owns its senior preferred stock and a warrant
to purchase its common stock, the U.S. government does not
guarantee its securities or other obligations.

                        Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FIRST AMERICAN: Moody's Assigns 'Ba2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service has assigned first-time corporate family
and probability of default ratings of (P)Ba2 to The First American
Corporation's Information Solutions Company.  Concurrently,
Moody's assigned a (P)Ba2 rating to ISC's proposed $350 Senior
Secured Term Loan.  The rating outlook is stable.

The provisional (P) ratings are prospective in nature and are
based on the assumption that The First American Corporation
completes the planned spin-off of its financial services
businesses (mainly its title insurance and specialty insurance
reporting segments) into a separate public company during 2010.
Upon completion of the spin-off, the remaining First American
company will be comprised of the Information Solutions business
(referred to as ISC).  ISC will have a capital structure
consisting of a proposed $500 million secured credit facility and
$350 million secured term loan.  Assignment of definitive ratings
will be subject to completion of the spin-off, a review of the
final capital structure (including more detailed terms and
conditions of the proposed debt instruments), the company's
liquidity position and an assessment of its ability to remain in
compliance with all terms and conditions governing the credit
agreement (including financial maintenance covenants), and near-
term financial performance of the company in light of 2010
expectations.

The (P)Ba2 CFR reflects the company's leading market position
within the mortgage settlement services market, long-standing
relationships with several of the largest financial institutions,
solid financial performance through economic cycles, and an
increasingly diversified business model consisting of proprietary
data analytics (e.g., loan performance and fraud detection) and
risk mitigation services (e.g., credit services, employer
services, and litigation support).  The rating is constrained,
however, by the company's high revenue concentration
(approximately 70% real estate related), high customer
concentration (with its top 10 clients accounting for about half
of total revenue), and low geographic diversity (with
substantially all of its revenue generated in the U.S.).

A short-term speculative grade liquidity rating of (P)SGL-1 has
also been assigned, reflecting ISC's very good internal and
external liquidity following the spin-off, including an expected
cash balance of about $460 million and cash flow from operations
that should be more than sufficient to fund necessary capital
expenditures, working capital requirements and mandatory debt
amortization over the next twelve months.  The company is expected
to have external liquidity in the form of its $500 million
revolving credit facility that expires in 2012.  However, in
connection with the potential purchase of the remaining Experian
interest in the First American Real Estate Solutions LLC joint
venture during 2010, the company may incur additional debt related
to the $318 million purchase price.  Moody's expects the company
to be adequately within, and maintain, compliance with its two
financial covenants (a debt-to-EBITDA leverage test and a minimum
debt service coverage test).

The stable rating outlook reflects the company's solid operating
performance amidst the economic downturn and weak housing market,
supported by the strength of the company's customer base, its
proprietary data assets, significant operating leverage, and the
growing diversity of revenue streams outside of mortgage
originations.  In addition, the stable outlook considers Moody's
expectation that management will maintain conservative financial
policies with a leverage target not exceeding 3x on a sustained
basis.

These first-time ratings/assessments were assigned:

* Corporate Family Rating -- (P)Ba2

* Probability of Default Rating -- (P)Ba2

* $350 Million Senior Secured Term Loan due 2016 -- (P)Ba2 (LGD-3,
  42%)

* Speculative Grade Liquidity Rating of (P)SGL-1

Information Solutions Company, headquartered in Santa Ana,
California, is a leading provider of property and mortgage data
and analytics products and solutions.  The company provides
outsource solutions in mortgage risk analytics; property, credit
and employment information.  Revenues for the twelve months ended
December 31, 2009, were approximately $2 billion.


FLOWSERVE CORPORATION: Moody's Raises Corp. Family Rating to 'Ba1'
------------------------------------------------------------------
Moody's Investors Service upgraded Flowserve Corporation's
corporate family rating to Ba1 from Ba2, its probability of
default rating to Ba2 from Ba3, and the rating for its senior
secured credit facility to Baa3 from Ba1.  The ratings upgrade
reflects the company's demonstrated ability to produce relatively
robust operating results through challenging market conditions
while maintaining strong credit metrics.  The ratings outlook is
stable.

Upgrades:

Issuer: Flowserve Corporation

  -- Corporate Family Rating, Upgraded to Ba1 from Ba2

  -- Probability of Default Rating, Upgraded to Ba2 from Ba3

  -- Senior Secured Bank Credit Facility, Upgraded to Baa3 (LGD 2,
     19%) from Ba1 (LGD2, 18%)

Flowserve recorded relatively stable top line results with
modestly stronger operating margins in 2009.  This performance
compared very favorably to diversified manufacturing peers and
contributed to further improve the company's already strong key
credit metrics and its excellent liquidity position.  While
shipments from its order backlog have supported its results
through the global downturn, the success of the company's multi-
year transformation of its business has also been evident.
Flowserve, a leading provider of flow control systems, has geared
its business towards higher growth end-markets, aftermarket
services and value-added products.  These attributes should help
contain top-line pressures in 2010 as reduced volumes flow from
lower backlog levels (down 16% from 2008).  Despite pricing
pressures, benefits from realignment initiatives and the strength
of its aftermarket business should enable margins to remain
relatively stable.  Key constraints within Flowserve's rating
include the likelihood that its operating results will deteriorate
through the near term, relatively narrow product diversification
with considerable exposure to highly cyclical end-markets,
concentration of its debt capital in relatively short term bank
debt and the potential that increased shareholder returns or
acquisition activity may eventually consume a portion of its debt
capacity.

The stable outlook incorporates the likelihood that Flowserve's
financial performance may modestly deteriorate through the near
term, offset by its strong credit metrics which provide ample
flexibility to absorb any such deterioration.

Sustained metrics associated with an upgrade consideration would
include Debt/ EBITDA below 2.5x and EBITA/ Interest above 4.0x.
Additionally, an upgrade would require that the company improve
its debt maturity profile.  Sustained metrics associated with a
ratings downgrade would include Debt/ EBITDA above 3.0x with
EBITA/ Interest coverage below 3.0x.

Moody's most recent rating action was on April 30, 2009, when
Moody's upgraded Flowserve's corporate family rating to Ba2 from
Ba3.

Headquartered in Irving, Texas, Flowserve is a leading provider of
pumps, valves and mechanical seals as well as related services to
various end markets globally.  Revenue for 2009 totaled roughly
$4.4 billion.


FORD MOTOR: Files Form 10-K; Reports $2.7 Billion Net Income
------------------------------------------------------------
On February 25, 2010, Ford Motor Company filed its annual report
on Form 10-K, showing net income of $2.7 billion on
$105.89 billion of sales for 2009, compared with a net loss of
$14.77 billion on $129.16 billion of sales for 2008.

The Company's balance sheet as of Dec. 31, 2009, showed
$194.9 billion in assets and $201.4 billion of debts, for a
stockholders' deficit of $6.5 billion.

Ford reported lower net sales in North America -- $50.5 billion in
2009, compared with $53.4 billion in 2008.  Ford, however,
reported a 15.3% market share in the United States in 2009, up 1.1
percentage points from 14.2% in 2008.

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

                http://researcharchives.com/t/s?56f7

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles
across six continents.  With about 198,000 employees and about 90
plants worldwide, the company's automotive brands include Ford,
Lincoln, Mercury and Volvo.  The company provides financial
services through Ford Motor Credit Company.

At December 31, 2009, the Company had outstanding $3 billion of
6.50% Junior Subordinated Convertible Debentures due 2032 and
$140 million of deferred interest.  The $3 billion of Subordinated
Convertible Debentures are due to Ford Motor Company Capital Trust
II, a subsidiary trust, and are the sole assets of Trust II.

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

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

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


FORD MOTOR CREDIT: Files Form 10-K; Posts $1.3-Billion Net Income
-----------------------------------------------------------------
On February 25, 2010, Ford Motor Credit Company LLC filed its
annual report on Form 10-K, showing net income of $1.3 billion for
2009, compared with a net loss of $1.5 billion for 2008.  The
improvement in net income primarily reflects higher net financing
margin of $3.5 billion, compared to ($236 million) in 2008.

The Company's balance sheet as of December 31, 2009, showed
$117.3 billion in assets, $106.3 billion of debts, and
shareholder's interest of $11.0 billion.

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

                  http://researcharchives.com/t/s?56f9

                     About Ford Motor Credit

Headquartered in Dearborn, Michigan, Ford Motor Credit Company LLC
-- http://www.fordcredit.com/-- is one of the world's largest
automotive finance companies and has supported the sale of Ford
Motor Company products since 1959.  Ford Credit is an indirect,
wholly owned subsidiary of Ford.

                          *     *     *

On November 2, 2009, DBRS placed the ratings assigned to the
Company under review with positive implications; Fitch changed the
outlook assigned to the Company to positive from stable; and
Moody's upgraded the senior unsecured credit rating assigned to
the Company to B3 from Caa1, while keeping the long-term ratings
assigned to the Company under review for a further possible
upgrade.  On November 3, 2009, S&P upgraded the senior unsecured
credit rating assigned to the Company to B- from CCC+ with a
stable outlook.  Ford Motor Credit carries Firch's C short-term
credit rating.


FORD MOTOR: Moody's Upgrades Senior Unsec. Ratings to 'B2'
----------------------------------------------------------
Moody's Investors Service upgraded the senior unsecured ratings of
Ford Motor Credit Company LLC, FCE Bank Plc, and certain supported
subsidiaries of Ford Credit to B2 from B3.  The outlook for the
ratings is stable.  The ratings of Ford Motor Company were not
affected by this action.  This concludes Moody's review of Ford
Credit's ratings initiated on November 2, 2009.

Moody's said the B2 rating is supported by the steps that Ford
Credit has taken to strengthen its capital position and preserve
liquidity during the economic downturn and contraction in the
capital markets.  Though Ford Credit paid dividends of
$1.5 billion to Ford during 2009, the firm's effective leverage
ratio declined to 8.9x at the end of the year versus 12.2x at the
end of 2008.  The company has also maintained sizeable balances of
cash and marketable securities as a liquidity cushion for
operating requirements, ending 2009 with unrestricted cash and
securities of $12.1 billion.  In comparison, Ford Credit has
$7.1 billion of unsecured long-term debt maturing in 2010.

The upgrade also recognizes Ford Credit's asset quality and
operating performance trends.  Ford Credit's asset quality has
deteriorated during the downturn, but to a lesser degree than has
been observed among auto lender peers.  In 2009, rising
unemployment levels and increased bankruptcy filings contributed
to higher repossession rates, though improvement in used car
values offset the effects on net charge-offs and credit
provisions.  Moody's expects Ford Credit's operating prospects to
improve as the economy stabilizes, though the firm's risk-adjusted
returns in 2010 will remain vulnerable to compression due to
elevated credit costs.

"On balance, Moody's believe Ford Credit's financial fundamentals
and operating outlook warrant the B2 rating," said Moody's vice
president Mark Wasden.  "We expect that Ford Credit will continue
to employ appropriate capital and liquidity strategies, taking
into consideration the challenging operating and funding
conditions for itself and its parent."

Moody's said Ford Credit has strategic importance to Ford,
demonstrated in particular by the critical inventory financing it
provides to Ford's dealers and further signified by Ford's support
agreement with Ford Credit.  Considering this, Moody's believes
that Ford is motivated to maintain Ford Credit's operational
viability.

Because of the significant ownership, support, and business
connections between Ford and Ford Credit, Ford Credit's ratings
are closely aligned with Ford's.  The upgrade to B2 positions Ford
Credit's senior unsecured rating one notch higher than Ford's
corporate family rating of B3.  This reflects Moody's view that
Ford Credit's unsecured creditors should anticipate stronger
recovery in a liquidation scenario than the creditors of Ford.
Moody's estimates that asset coverage of Ford Credit's unsecured
debt improved in 2009 compared to 2008, the result of long-term
debt repayments and retention of equity capital as the company
shrunk its scale in response to lower auto sales and market
funding constraints.  The asset coverage analysis takes into
consideration Ford Credit's high percentage of encumbered finance
receivables and leases, as well as the effects of stressed
economic and market conditions on asset performance and
liquidation values.

Moody's noted that in order to sustain the one notch differential
in its rating versus the Ford rating, Ford Credit must maintain
fundamental characteristics that merit the higher credit grade.  A
longer term constraint to Ford Credit's rating and the maintenance
of the notching differential is the company's reliance on
wholesale funding and the associated risk of illiquidity stemming
from potential market disruption.  In addition, Ford Credit relies
significantly upon securitization to fund its new volumes, which
limits its financial flexibility in Moody's view.

Moody's expects that Ford Credit will seek to issue additional
unsecured debt in 2010, after having raised $5 billion in 2009.
However, the firm's ability to expand its access to this market is
not assured.  Moody's believes that Ford Credit must continue to
adhere to sound policies regarding underwriting quality and
capital levels, while also demonstrating improved profitability
and reduced earnings volatilty, as a prerequisite to further
strengthening its access to funding, and thereby improving its
credit profile.

Ford Credit's rating outlook is stable, reflecting the stable
outlook for Ford's rating, and also the expectation that Ford
Credit's asset quality and operating performance metrics will
improve as economic recovery progresses.  In particular, Moody's
expects that Ford Credit will be profitable in 2010, that leverage
will continue to be managed prudently, and that the company will
make advances in expanding its access to funding as market
conditions improve.  An upgrade in Ford's rating would likely lead
to an upgrade in Ford Credit's rating.  A negative deviation in
anticipated operating performance, a material increase in
leverage, or inability to execute funding plans would constrain
Ford Credit's ratings and rating outlook.

Ratings affected by the action include:

Issuer: Ford Motor Credit Company LLC:

  -- Senior unsecured to B2 from B3
  -- Subordinate shelf to (P)Caa1 from (P)Caa2

Issuer: FCE Bank Plc:

  -- Senior unsecured to B2 from B3

Issuer: Ford Credit Australia Ltd.:

  -- Backed senior unsecured to B2 from B3

Issuer: Ford Credit Canada Limited:

  -- Backed senior unsecured to B2 from B3

Issuer: Ford Motor Credit Co.  of New Zealand Ltd.:

  -- Backed senior unsecured to B2 from B3

Issuer: Ford Credit Capital Trusts I, II, and III:

  -- Backed preferred shelf to (P)Caa1 from (P)Caa2

In its last rating action on November 2, 2009, Moody's upgraded
Ford Credit's senior unsecured rating to B3 and placed it on
review for possible upgrade.

Ford Motor Credit Company LLC is the Dearborn, Michigan-based
captive finance arm of Ford Motor Company.


FREDDIE MAC: Bondholders Shouldn't Assume Govt. Guarantee
---------------------------------------------------------
Dawn Kopecki at Bloomberg News reports that House Financial
Services Committee Chairman Barney Frank said that Fannie Mae and
Freddie Mac bondholders shouldn't assume the government will make
them whole on their investments as Congress disbands the
companies.  Mr. Frank said the public role of Fannie Mae and
Freddie Mac, as well as the U.S. government's implied backing of
the companies' $1.7 trillion in debt, should be clarified by
lawmakers to remove ambiguity.

"Please don't think this is federally guaranteed, I don't think it
is, I don't think it should be, I don't feel any obligation to
bail you out," Mr. Frank said.  Congress will "certainly not"
extend any new protections to bond and mortgage-security investors
beyond what exists.

                        About Freddie Mac

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

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

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

                       Conservatorship

Freddie Mac, formally known as the Federal Home Loan Mortgage
Corporation, reported a net loss of $21.6 billion for the full-
year 2009, compared to a net loss of $50.1 billion for the full-
year 2008.

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.

                        About Fannie Mae

Fannie Mae -- http://www.fanniemae.com/-- is a government-
sponsored enterprise that was chartered by Congress in 1938.
Fannie Mae securitizes mortgage loans originated by lenders in the
primary mortgage market into mortgage-backed securities, which can
then be bought and sold in the secondary mortgage market.  Fannie
Mae also participates in the secondary mortgage market by
purchasing mortgage loans and mortgage-related securities,
including the Fannie Mae MBS, for its own mortgage portfolio.  In
addition, Fannie Mae makes other investments that increase the
supply of affordable housing.  Under its charter, Fannie Mae may
not lend money directly to consumers in the primary mortgage
market.  Although Fannie Mae is a corporation chartered by the
U.S. Congress, and although its conservator is a U.S. government
agency and Treasury owns its senior preferred stock and a warrant
to purchase its common stock, the U.S. government does not
guarantee its securities or other obligations.

                        Conservatorship

As reported by the Troubled Company Reporter, the U.S. government
took direct responsibility for Fannie Mae and Freddie Mac, placing
the government sponsored enterprises under conservatorship on
September 7, 2008.  James B. Lockhart, director of Federal Housing
Finance Agency, said that Fannie Mae and Freddie Mac share the
critical mission of providing stability and liquidity to the
housing market.  Between them, the Enterprises have $5.4 trillion
of guaranteed mortgage-backed securities (MBS) and debt
outstanding, which is equal to the publicly held debt of the
United States.  Among the key components of the conservatorship,
the FHFA, as conservator, assumed the power of the Board and
management.


FREDDIE MAC: Files January 2010 Monthly Volume Summary
------------------------------------------------------
Freddie Mac, formally known as the Federal Home Loan Mortgage
Corporation, on February 26, 2010, issued its January 2010 Monthly
Volume Summary.

The total mortgage portfolio decreased at an annualized rate of
1.7% in January.  The aggregate unpaid principal balance of the
Company's mortgage-related investments portfolio was
$743.7 billion at January 31, 2010, down from $755.3 billion at
December 31, 2009.

The net amount of mortgage-related investments portfolio mortgage
purchase (sale) agreements entered into during the month of
January totaled $238 million, down from the $2.618 billion entered
into during the month of December.  Refinance-loan purchase and
guarantee volume was $22.6 billion in January, down from
$27.3 billion in December.  Total guaranteed PCs and Structured
Securities issued increased at an annualized rate of 0.5% in
January.

The Company's January 2010 issuance includes $7.2 billion of
guarantees under the Housing Finance Agencies initiative.
Treasury bears initial losses on these securities up to 35% of the
program-wide issuance.  The Company's single-family portfolio
delinquency rate rose to 4.03% in January, up 16 basis points from
December.  Its multifamily delinquency rate was 0.15% in January.

On February 10, 2010, the Company said it will purchase
substantially all of the single-family mortgage loans that are 120
days or more delinquent from its PCs.

A full-text copy of the Monthly Volume Summary is available at no
charge at http://ResearchArchives.com/t/s?5729

                        About Freddie Mac

Based in McLean, Virginia, Freddie Mac (NYSE: FRE)
-- http://www.FreddieMac.com/-- was established by Congress in
1970 to provide liquidity, stability and affordability to the
nation's residential mortgage markets.  The Company's
participation in the secondary mortgage market includes providing
its credit guarantee for residential mortgages originated by
mortgage lenders and investing in mortgage loans and mortgage-
related securities.  The Company earns management and guarantee
fees for providing its guarantee and performing management
activities (such as ongoing trustee services, administration of
pass-through amounts, paying agent services, tax reporting and
other required services) with respect to issued PCs and Structured
Securities.

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

Freddie Mac is under conservatorship and is dependent upon the
continued support of Treasury and FHFA to continue operating its
business.  The Company received $6.1 billion and $30.8 billion in
June 2009 and March 2009, respectively, pursuant to draw requests
that FHFA submitted to Treasury on the Company's behalf to address
the deficits in the Company's net worth as of March 31, 2009, and
December 31, 2008, respectively.  As a result of funding of the
draw requests, the aggregate liquidation preference on the senior
preferred stock owned by Treasury increased from $14.8 billion as
of December 31, 2008, to $51.7 billion on December 31, 2009.


GARDUNO'S RESTAURANT: Files for Bankruptcy, Closes Three Shops
--------------------------------------------------------------
According to koat.com, Garduno's Restaurant filed for Chapter 11
bankruptcy, closes three of five restaurant locations in
Albuquerque, New Mexico.

KOB.com says a federal judge authorized the Company to pay
employee wages, salaries, contributions, benefit plans and any
reimbursements.  The gross amount of the payroll was about
$71,000.

Garduno's Restaurant -- http://www.gardunosrestaurants.com/--
operates a chain of restaurants.


GATEHOUSE MEDIA: Bank Debt Trades at 53% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which GateHouse Media,
Inc., is a borrower traded in the secondary market at 46.95 cents-
on-the-dollar during the week ended Friday, March 5, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.20
percentage points from the previous week, The Journal relates.
The Company pays 200 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Feb. 27, 2014, and carries
Moody's Ca rating and Standard & Poor's CCC rating.  The debt is
one of the biggest gainers and losers among 190 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

GateHouse Media, Inc. -- http://www.gatehousemedia.com/--
headquartered in Fairport, New York, is one of the largest
publishers of locally based print and online media in the United
States as measured by its 97 daily publications.  GateHouse Media
currently serves local audiences of more than 10 million per week
across 21 states through hundreds of community publications and
local Web sites.

At Sept. 30, 2009, the Company had $601,666,000 in total assets
against $1,350,478,000 in total liabilities.

As reported by the Troubled Company Reporter on Sept. 21, 2009,
Moody's downgraded GateHouse Media Operating, Inc.'s Corporate
Family rating to "Ca" from "Caa1" and its Probability of Default
rating to "Ca" from "Caa2", reflecting Moody's view of very high
default risk and weakened recovery prospects for debtholders in an
event of default scenario which is exacerbated by lingering
adverse current market conditions.


GENERAL GROWTH: S&P Revises Bank Debt Recovery Ratings to '3'
-------------------------------------------------------------
Standard & Poor's Ratings Services on March 5 revised its recovery
ratings on General Growth Properties Inc.'s (D/--/--) $4.8 billion
of rated senior unsecured notes and bank debt to '3' from '5'.
The '3' recovery ratings indicate our expectation for meaningful
recovery in the low end of the 50%-70% range for holders of the
rated debt in the event of the company's emergence from Chapter 11
bankruptcy.  The rating revision affects rated debt consisting of
$2.2 billion of senior unsecured notes (The Rouse Co. L.P., or
TRCLP, bonds) and $2.6 billion of outstanding unsecured revolver
and term loan borrowings (as of Dec. 31, 2009).  The issue-level
ratings on the unsecured debt remain unchanged at 'D' because the
company remains in Chapter 11 bankruptcy proceedings.

"The revised recovery ratings reflect our updated review of the
recovery prospects for unsecured creditors. We will continue to
monitor and review these recovery prospects as the bankruptcy
process unfolds," S&P said.

On March 3, 2010, the bankruptcy court granted the company
extension of its exclusivity period -- during which GGP has the
sole right to file a plan of reorganization--through July 15,
2010, and extended the company's period to solicit acceptances of
a plan of reorganization through Sept. 15, 2010.  To date, two
potential buyers, Simon Property Group (A-/Watch Neg/--) and
Brookfield Asset Management Inc. (A-/Negative/A-2), have come
forth (in February) and expressed their interest in acquiring GGP.
In short, Simon's written offer was for $10 billion in cash, and
the existing secured debt on GGP's portfolio of assets would
remain in place.  The $10 billion in cash would fully cover
approximately $7.0 billion in unsecured debt, which includes the
rated debt.

Brookfield's proposal put forth an offer to sponsor a
recapitalization of GGP by raising about $8.3 billion in a
combination of new debt and equity capital, in addition to
providing existing GGP shareholders with the opportunity to
participate in the new equity shares.  Recovery in this scenario
for unsecured bank debt and TRCLP bond debt claims includes either
a cash payout or a combination of cash and new equity shares, both
of which would have a capped amount to be determined pending the
success of the capital fundraising.

Furthermore, proceeds from certain asset sales would also be
applied to satisfy any remaining unsecured bank and TRCLP bond
debt claims.

Ratings List

   General Growth Properties Inc.
   Corporate credit rating D/--/--
   Unsecured debt rating D

   The Rouse Co.
   Unsecured debt rating D


Recovery Rating Revised              To   From

   General Growth Properties Inc.
   Unsecured debt recovery rating    3    5

   The Rouse Co.
   Unsecured debt recovery rating    3    5


GENERAL MOTORS: To Reinstate 661 Dealers to Shore Up Market Share
-----------------------------------------------------------------
General Motors Company said that it reviewed 1,100 dealer
reinstatement claims that were filed with the American Arbitration
Association.  Following individual reviews, GM determined it would
send more than 600 Letters of Intent to the involved dealers.
This action will allow these dealers to conduct normal dealership
operations.

"We are eager to restore relationships with our dealers, and get
back to doing what we do best -- selling cars and taking care of
customers," said Mark Reuss, president, GM North America.   "The
arbitration process creates uncertainty in the market.  We believe
issuing these Letters of Intent is good for our customers, our
dealers and GM."

According to Bloomberg News, GM is trying to increase U.S. sales
and market share while trimming four of its eight brands.  GM
accounted for 19.9% of U.S. sales of cars and light trucks last
year, a drop from 22.3 percent in 2008, according to Autodata
Corp. in Woodcliff Lake, New Jersey.  Ford Motor Co. beat GM in
monthly sales in February for the first time since 1998.

                        About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Fee Examiner Reviews $54.7MM Billed by Firms
------------------------------------------------------------
Brady C. Williamson, as fee examiner in Motors Liquidation Co.'s
Chapter 11 cases, submitted his First Status Report and Advisory
in preliminary review of fee applications submitted by
professionals eligible for compensation under the Court's Interim
Compensation and Reimbursement of Expenses Order pursuant to
Sections 105(a) and 331 of the Bankruptcy Code.

The Fee Examiner conducted initial review, though not yet in
detail or to specific conclusions, of 14 fee applications pending
as of February 16, 2010, each covering the period between June 1
and September 30, 2009, and with a combined total of $54,716,379.
In addition, through February 16, two quarterly fee applications
have been filed covering the periods from June 1 to August 31,
2009, as well as September 1 through November 30, 2009.  The
Quarterly Fee Applications aggregate $35,745,130.

A schedule of the Fee Applications covered in the Fee Examiner's
First Status Report is available for free at:

    http://bankrupt.com/misc/GM1stStatusReportFeeApps.pdf

"The preliminary review . . . suggests that, in ways both minor
and major, at least some of the initial interim applications and
quarterly reports, in whole or in part, do not meet statutory and
administrative guidelines," the Fee Examiner points out.   He
explains that certain Professionals did not provide a budget for
the particular month beginning February 2010.

The budget should set forth an estimate of the projected fees and
expenses for that month, a general description of the categories
of services that may be performed, and an explanation for any
significant increase over the previous month's fees, the Fee
Examiner tells the Court.

The Fee Examiner says that he will (i) continue to consult, as
necessary, with each retained professional regarding Budgets, and
(ii) inform each Professional of any issue relating to quarterly
reports.  A report with objections to the Fee Applications will
also be filed with the Court prior to the hearing date set by the
Court.

The First Status Report also incorporates observations that will
assist professionals in preparing their second 120-day interim
applications for the period from October 2009 to January 2010, or
other compensation submissions.  It is neither intended to be an
exhaustive or exclusive list of the factors used in the assessment
the Fee Examiner will undertake, nor to single out any particular
professional's compliance or non-compliance with applicable
standards, the Fee Examiner notes.

                        About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Former Dealer Wants $677,000 Wind-Down Payment
--------------------------------------------------------------
Zinn Company, Inc., a former dealer of General Motors in Southern
Florida for Pontiac, Buick and GMC brands, asks the Court to
compel GM to immediately pay $677,753 plus interest, free of the
claimed charge-back or any other set-off or reduction.

Alternatively, Zinn asks Judge Gerber to compel GM's payment to
the extent that the Company pursues charge-back amounts.

Pursuant to a Wind-Down Agreement, Zinn terminated its contract
with GM in November 2009.  Under the Wind-Down Agreement, GM
agreed to pay Zinn a total "wind-down" amount of $903,671, in two
payments, consisting of (i) 25% of the total amount upon signing
of the Agreement, and (ii) the remaining 75% upon satisfaction of
these conditions:

  -- Zinn has sold all GM inventory;

  -- Zinn has complied with all bulk transfer and sales
     transfer tax laws;

  -- Zinn has delivered to GM certificates of applicable taxing
     authorities or other reasonable evidence confirming
     compliance with condition;

  -- the effective date of termination of Zinn's GM dealership
     agreement has occurred;

  -- Zinn has removed or allowed GM to remove all GM signs from
     Zinn's dealership premises;

  -- Zinn has signed and delivered to GM the Supplemental Wind-
     Down Agreement in substantially the form attached to the
     Wind-Down Agreement; and

  -- GM has received any required approvals from the Bankruptcy
     Court.

Despite Zinn's compliance with the Conditions, GM nevertheless
refused to make the final payment of $677,753, unless Zinn first
signed and delivered to GM a waiver of Zinn's right to arbitrate
so as to be reinstated as GM dealer, pursuant to the Federal
Dealer Legislation contained in the Consolidated Appropriations
Act 2010 enacted in December 2009, Keith N. Costa, Esq., at
Akerman Senterfitt LLP, in New York, relates on behalf of Zinn.

Waiver of the right to arbitrate under the Federal Dealer
Legislation was not a condition of the Wind-down Agreements. The
deadline for GM to make the final payment to Zinn passed in
December 2009, Mr. Costa says.

GM has asserted that its obligation to make the $677,753 payment
to Zinn is subject to an alleged charge-back in the amount of
$556,671, resulting from a GM audit of Zinn's dealership that
occurred in March 2009, which Zinn supposedly is not entitled to
challenge.

The alleged charge-back, however, "is illegal, unfounded, and at
minimum grossly excessive," Mr. Costa insists.

                        About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Gets Nod to Settle, Send Claims to Mediation
------------------------------------------------------------
Following the passage of the November 30, 2009 deadline for filing
of proofs of claim against Motors Liquidation Company and its
affiliates, more than 68,000 proofs of claim -- aggregating
$217 billion --- remain either unliquidated or have an excessive
claim amount, which undermine the Debtors' duty to distribute
meaningful value to their creditors in an acceptable timeframe.

Accordingly, Old GM sought the Court's authority to implement
alternative dispute resolution procedures to facilitate
the efficient resolution of each unliquidated or litigation claim
that they designate without full-blown litigation, while
safeguarding both their procedural rights and those of the holders
of Designated Claims.

Old GM said the ADR Procedures provide a structure that will (i)
promote direct settlement discussions and exchange of information
between the parties; and (ii) absent a settlement as a result of
direct discussions between the parties, promote resolution of the
Designated Claims through mediation or arbitration with the
assistance of a neutral outside party.

Following a hearing, Judge Robert E. Gerber of the United States
Bankruptcy Court for the Southern District of New York authorized
Old GM to implement alternative dispute resolution procedures with
respect to:

  (a) personal injury claims;

  (b) wrongful death claims;

  (c) tort claims;

  (d) product liability claims;

  (e) claims for damages arising from the rejection of an
      executory contract or unexpired lease with a Debtor under
      Section 365 of the Bankruptcy Code, excluding claims for
      damages arising from the rejection of executory contracts
      that relate primarily to environmental matters;

  (f) indemnity claims, excluding tax indemnity claims relating
      to leveraged fixed equipment lease transactions and
      excluding indemnity claims relating to asbestos liability;

  (g) "lemon law" claims, to the extent applicable under the
      Master Sale and Purchase Agreement by and between the
      Debtors and NGMCO, Inc., dated as of June 1, 2009, and as
      amended;

  (h) warranty claims, to the extent applicable under the MPA;
      and

  (i) class action claims.

The Court adjourned the ADR Motion to April 8, 2010, with respect
to tax claims; indemnity claims relating to asbestos liability;
and all other Unliquidated/Litigation Claims that are not Initial
Subject Claims.  The ADR procedures will not apply to claims filed
by (i) the United States of America or its agencies, and (ii)
state and tribal governments concerning alleged environmental
liabilities.

Judge Gerber directed the Debtors to provide the Ad Hoc Committee
of Consumer Victims of General Motors with a schedule of caps for
each mediator that any Designated Claimant can be surcharged for
non-binding mediation in connection with the ADR Procedures.  The
Debtors, from time to time, may modify the Schedule of Mediators,
in consultation with the Ad Hoc Committee.

The Debtors are authorized to waive the obligation to share costs
of non-binding mediation in their sole discretion to the extent
the Designated Claimant establishes, to the satisfaction of the
Debtors, that sharing of those expenses would constitute a
substantial hardship upon the Designated Claimant, Judge Gerber
ruled.

Any holder of an Unliquidated/Litigation Claim that is an Initial
Subject Claim may request the Debtors to initiate the ADR
Procedures by sending a Capping Proposal Letter indicating a
willingness to cap its Unliquidated/Litigation Claim at a reduced
amount.  The Court directed the Debtors to post a form of the
Capping Proposal Letter at http://www.motorsliquidationdocket.com

The Claim Amount Cap, if accepted by the Debtors, will become
binding on the Designated Claimant, and the ultimate value of the
Unliquidated/Litigation Claim will not exceed the Claim Amount
Cap.  To the extent the Debtors accept the Claim Amount Cap, the
Debtors will be responsible for all fees and costs associated with
any subsequent mediation.  However, a Claim Amount Cap that the
Debtors will not accept will not bind any party and will not be
admissible to prove the amount of the Unliquidated/Litigation
Claim.

Judge Gerber authorized the Debtors to take any and all steps that
are necessary or appropriate to implement the ADR Procedures,
including by implementing any arbitration awards or settlements.
The ADR Procedures, however, will not obligate the Debtors to
settle or pursue settlement of any particular Designated Claim.

If litigation of an Unresolved Designated Claim in a forum other
than the Court is required, then the automatic stay will be
modified solely to the extent necessary to permit the liquidation
of the Unresolved Designated Claim.

The Court's approval of the ADR Procedures will not be deemed to
preclude any party-in-interest from objecting to any Designated
Claim.  Moreover, the ADR Procedures Order will not alter the
rights of the Official Committee of Unsecured Creditors.  Rule 408
of the Federal Rules of Evidence will apply to all aspects of the
ADR Procedures, Judge Gerber ruled.

A blacklined version of the ADR Procedures reflecting the
limitation of applicability of the ADR Procedures to the Initial
Subject Claims and other modifications is available at no charge
at http://bankrupt.com/misc/GMBlacklinedADRProcedures.pdf

A revised schedule of Mediators is available for free at:

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

                         Objections

Prior to the Court's approval of the ADR Procedures, the City of
Anderson in Indiana related that GM retained all liability for
environmental remediation required by the Indiana Department of
Environmental Management at Scatterfield Road and Columbus Avenue,
which were former GM properties.  The City took title to the
Properties as a result of a Donation Agreement with the Company
dated September 20, 2006.

Representing the City, Ann Marie Bauer, Esq., said the City was
not party to, and has no ability to enforce, agreements with
contractors and sub-contractors by GM to perform required
remediation activities.  She noted that the City "has no ability
to mitigate the costs of the previously agreed to remediation
activities."

In a separate filing, the County of Onondoga, in New York
contended that its claim in the Debtors' cases, which asserts
costs of investigating and remediating sediment contamination down
gradient of historic illegal discharges by the Debtor into a water
body used by many and subject to competing state and federal
oversight, is not the same as a contract, lease, lemon law or
warranty claim.

Jake W. Rodd asked the Court to exempt his claim from the ADR
Procedures.

                        About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Unsec. Bondholder Sues GM, Govt. for Assets Deal
----------------------------------------------------------------
In June 2009, Radha Ramana Murty Narumanchi and Radha Bhavatarini
Devi Narumanchi filed a complaint against (i) the Debtors; (ii)
Wilmington Trust Company; (iii) Timothy F. Geithner, as Treasury
Secretary for the United States Government; (iv) Steven Rattner,
the President's nominee on Auto Task Force; (v) Ron Bloom, (vi)
Mathew Feldman and (vii) Harry J. Wilson, as members of ATF;
(viii) Kent Kresa, as Chairman of the Board of Directors of GM;
and (ix) Frederick "Fritz" Henderson (Henderson), former president
and CEO of GM.

The Narumanchis, who purchased unsecured 8.375% GM senior
debentures due in 2033 in the face value of $400,000 at least
January 2005, asked Judge Gerber to declare, among other things
that notwithstanding GM's insolvency, the Company "has failed
. . . to protect the true and real best interests of the
unsecured bondholders which stood at an aggregate amount of
$27,378,898,712."  GM has failed in its fiduciary duty and
responsibilities to the unsecured bondholders, the Plaintiffs
noted.

According to the Narumanchis, the specific instances of gross
negligence and total breach of fiduciary duty committed GM to the
unsecured bondholders during the period of its insolvency include:

  -- pledging the "crown jewels" of the Corporation to the U.S.
     Treasury and reducing the ability of the unsecured
     bondholders to achieve a maximum recovery of their
     investment;

  -- deepening the Insolvency Period of the bankrupt corporation
     and wasting and dissipating the cash and assets of the
     corporation, and incurring additional liabilities, even
     after receiving $17,000,000,000 from the U.S. Treasury;

  -- giving away "the so-called severance payments" to employees
     of Insolvent GM during its period of actual insolvency, to
     the detriment of the unsecured bondholders;

  -- paying dividends to stockholders even after the Company had
     entered into a state of insolvency, to the detriment of the
     unsecured bondholders; and

  -- engaging and paying so-called consultants in dozens of
     millions of dollars during the state of Insolvency to the
     detriment of the unsecured bondholders.

The Narumanchis also sought "Money Judgment" from the Court for
the losses deliberately caused by General Motors, et al., to the
unsecured bondholders.

Devi Narumanchi subsequently sought and obtained the Court's
permission to withdraw as Plaintiff in the Complaint, due to
health reasons.  Devi Narumanchi then asked the Court to make an
initial  determination of the "core" and "non-core" issues
involved in the Adversary Proceeding, to enable him to request the
U.S. District Court for Southern District of New York "to withdraw
reference with regard to all non-core issues."

             Defendants Seek Dismissal of Complaint

In response, the Defendants sought to dismiss the Plaintiff's
Complaint, which, according to the Debtors and Messrs. Kresa and
Henderson, "is barely comprehensible" and fails to coherently set
forth grounds for the Court's consideration.

The Defendants maintained that under governing Delaware law, GM,
as a corporation does not owe any fiduciary duty to creditors,
including debentureholders.  Neither does the Plaintiff have
standing to assert direct claims for breach of fiduciary duty
against Messrs. Kresa and Henderson.

Moreover, a creditor has no direct claim for breach of fiduciary
duty against directors.  Accordingly, the Plaintiff does not have
standing to prosecute derivative claims unless they either first
make demand on the GM Board to take the requested action or else
plead particularized facts sufficient to excuse demand, the
Defendants noted.

WTC, for its part, noted that the Plaintiff's Complaint has,
during the course of the GM's Chapter 11 cases, "already been
raised, briefed, and thoroughly argued by plaintiffs and other
similarly situated bondholders."  The Court properly rejected the
arguments when it approved the sale of substantially all of GM's
assets to NGMCO, Inc. under Section 363 of the Bankruptcy Code.
Hence, the Plaintiff's allegations are barred by the doctrines of
res judicata, and must be dismissed with prejudice.

WTC the successor indenture trustee to Citibank, N.A., under two
indentures with GM, pursuant to which GM issued (i) a Senior
Indenture, dated as of December 7, 1995, as amended, and (ii) a
Senior Indenture, dated as of November 15, 1990.

On the other hand, the United States of America, on behalf of
Messrs. Geithner, Rattner, Bloom, Feldman and Wilson sought to
dismiss the Complaint against them "for lack of subject matter
jurisdiction.  "Congress excluded the intentional tort claims at
issue in this case from the Government's waiver of sovereign
immunity under the Federal Tort Claims Act."

                   Court Dismisses Complaint,
                    Plaintiff Takes Appeal

At the behest of the Defendants, Judge Gerber dismissed the
Adversary Proceeding with prejudice.  The Court denied the
Plaintiff leave to file an amended complaint.

Consequently, the Plaintiff took an appeal to the District Court
from the Bankruptcy Court's Dismissal Order.

The Defendants counter-designated issues relating to the
Plaintiff's Appeal, seeking to determine if appellant Narumanchi
established that the Bankruptcy Court:

  (a) erred as a matter of law in granting the Defendants'
      motions to dismiss the adversary complaint (i) for failure
      to state a claim upon which relief can be granted, and
      (ii) insofar as such claims were derivative, rather than
      direct, for failure to make demand on the Board of
      Directors of GM or to plead with particularity facts
      excusing the Demand under Delaware law; and

  (b) abused its discretion in denying leave to replead.

                        About General Motors

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

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

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

                    About Motors Liquidation

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

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

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


GENERAL MOTORS: Wants to Tap Great American as Appraiser
--------------------------------------------------------
General Motors Corp., formerly Motors Liquidation Co., and its
units seek the Court's authority to employ Great American Group
Advisory & Valuation Services, L.L.C., as their appraiser
for certain real property locations, nunc pro tunc to
February 22, 2010.

Pursuant to an Engagement Letter, Great American will prepare
appraisals of the land, improvements, and fixtures, and prepare an
appraisal report for each of these 32 locations:

  (1) 340 White River Parkway, in Indianapolis, Indiana
  (2) 7600 General Motors Boulevard in Shreveport, Louisiana
  (3) 2627 West Grand Blvd., in Detroit, Michigan
  (4) 12950 Eckles Road in Livonia, Michigan
  (5) 2100 S Opdyke Road in Pontiac, Michigan
  (6) 13000 Eckles Road in Livonia, Michigan
  (7) 2000 Centerpoint Parkway in Pontiac, Michigan
  (8) 660 South Boulevard East in Pontiac, Michigan
  (9) 2930 Ecorse Road in Ypsilanti, Michigan
(10) 37350 Ecorse Road in Romulus, Michigan
(11) 900 Baldwin Avenue in Pontiac, Michigan
(12) 4002 James Cole Blvd. in Flint, Michigan
(13) 900 Baldwin Avenue in Pontiac, Michigan
(14) 902 E Hamilton Avenue in Flint, Michigan
(15) 12200 Middlebelt in Livonia, Michigan
(16) 300 36th Street SW in Wyoming, Michigan
(17) 902 East Hamilton Avenue in Flint, Michigan
(18) 10800 S. Saginaw Road in Flint, Michigan
(19) 2800-2801 West Saginaw St. in Lansing Township, Michigan
(20) 2901 South Canal Road in Lansing, Michigan
(21) 200 South Boulevard West in Pontiac, Michigan
(22) 675 Oakland Avenue in Pontiac, Michigan
(23) 1445 Parkway Avenue in Ewing, New Jersey
(24) One General Motors Circle in Syracuse, New York
(25) Factory Road in Syracuse, New York
(26) Route 37 East in Massena, New York
(27) 1829 Hallock Young Road in Lordstown, Ohio
(28) 3100 Dryden Road in Moraine, Ohio
(29) 2525 West Fourth Street in Mansfield, Ohio
(30) 2601 West Stroop Road in Moraine, Ohio
(31) 5400 Chevrolet Boulevard in Parma, Ohio
(32) 11032 Tidewater Trail in Fredericksburg, Virginia

Each Report will include valuations of the Properties based on
cost, sales, and income approaches to valuation, as well as a
liquidation value based on an immediate sale under distressed
conditions.

Great American will be paid $3,500 per Report and reimbursed for
reasonable travel expenses.  The Fees and Expenses will be due and
payable upon completion and delivery of the Report for each
Property.

If Great American's consultants or advisors are called to give
testimony or appear before a court or regulatory body or agency
regarding the Reports, Great American will be paid (i) $2,000 per
day plus reasonable travel expenses for each day of actual court
testimony, and (ii) $240 per hour plus reasonable travel expenses
for depositions, pretrial hearings, or meetings.

As appraiser, Great American will assist the Debtors in obtaining
market valuations and disposition valuations of the Properties to
appropriate market the Properties or otherwise determine how to
appropriately dispose of them, Harvey R. Miller, Esq., at Weil,
Gotshal & Manges LLP, in New York, says.

Lester Friedman, chief executive officer of Great American,
assures Judge Gerber that his firm is a "disinterested person," as
that term is defined in Section 101(14) of the Bankruptcy Code.

The Court will convene a hearing on March 11, 2010, to consider
the Debtors' Application.

                        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)


GRAHAM PACKAGING: Swings to $11.08MM Net Income in 2009
-------------------------------------------------------
Graham Packaging Inc. reported a net income of $11.08 million on
net sales of $2.276 billion for 2009, compared with a net loss of
$57.9 million on net sales of $2.56 billion for 2008.

The Company reported $2.126 billion in total assets and
$2.889 in total liabilities, for a stockholders' of $763.1 million
as of Dec. 31, 2009.

The Company said in a statement that fourth quarter 2009 adjusted
EBITDA increased to $99.9 million compared to $96.4 million in the
fourth quarter of last year.  Net loss for the fourth quarter of
2009 improved to a net loss of $46.6 million, as compared to a net
loss of $95.0 million for the fourth quarter last year. Net sales
declined by 3.8% to $534.7 million due to a decrease in resin
costs which are passed through to customers.

"Our fourth quarter profitability was slightly better than our
expectations," said CEO Mark Burgess.  "While sales were slightly
lower because of resin costs, unit volumes showed some improvement
as a result of stronger end markets and increased market
penetration. Our adjusted EBITDA showed a 3.6% improvement over
last year as a result of volume improvements and our intense focus
on productivity.  We are also pleased to have completed our
Initial Public Offering last month, in spite of difficult market
conditions.  We intend to use our enhanced financial flexibility
from the IPO and strong free cash flow to continue to de-lever and
make strategic investments."

By segment, sales were down $31.8 million, or 6.7%, in North
America due to the decrease in resin costs mentioned above, offset
by slightly better volumes.  Sales were up $4.2 million, or 7.0%,
in Europe primarily due to the positive impact of exchange rates.
Sales were up $6.8 million, or 35.8%, in South America due to
increased volume.  During the fourth quarter of 2009, the Company
continued to experience positive momentum in its drive to convert
legacy packaging into Graham's technology-oriented performance
packaging solutions.  This area remains a driver of future growth
for the Company.

Operating income for the fourth quarter of 2009 increased to
$23.7 million from an operating loss of $38.3 million for the
fourth quarter of last year.  The increase was driven by a
decrease in asset impairment charges and increased gross profit
due to productivity initiatives, better volumes and improved
product mix.

Interest expense for the fourth quarter of 2009 was $49.8 million,
an increase of $4.9 million, from the fourth quarter of last year,
due to the increased interest rate on the portion of our term
loans which were extended in the second quarter.

Full Year 2009

Full year 2009 adjusted EBITDA increased to $462.5 million
compared to $452.8 million in 2008.  Net income for 2009 increased
to $14.3 million as compared to a net loss of $57.9 million for
2008.  Net sales decreased by 11.3% to $2,271.0 million due to a
decrease in resin costs which are passed through to customers.

Commenting on the full year performance, Burgess stated: "We have
had an eventful year at Graham.  In the face of challenging
economic conditions we delivered solid results.  Through improved
product mix, productivity initiatives and continued working
capital management, we were able to expand our gross profit
margin, improve operating income and generate strong free cash
flow.  In addition to operating improvements we have seen good
results in our efforts to convert products into higher value
packaging solutions.  While our progress is gratifying, we are a
long way from exhausted in these efforts, and we expect to see
more momentum in the quarters ahead."

By segment, sales decreased $252.5 million, or 11.5%, in North
America due to the decrease in resin costs mentioned above.  Sales
decreased $38.5 million, or 14.0%, in Europe primarily due to the
stronger dollar and decreased resin costs.  Sales increased
$3.0 million, or 3.3%, in South America due to increased volume.

Operating income for 2009 increased to $233.7 million from
$145.2 million last year.  The increase was driven by a decrease
in asset impairment charges, increased gross profit due to
productivity initiatives, reduced depreciation and improved
product mix, and lower selling, general, and administrative
expenses.

Interest expense for 2009, was $176.9 million, a $3.1 million
decrease from 2008 which was primarily due to a decrease in
interest rates.

Initial Public Offering and Bond Refinance

On February 10, 2010, the Company completed an initial public
offering of its stock.  The Company raised net proceeds of
$150 million with the issuance of 16,666,667 shares of its stock
at an initial offering price of $10 per share.  The Company
contributed $114.2 million of the proceeds to its subsidiary,
Graham Packaging Company L.P., to pay down a portion of their term
loans.  The Company also used the proceeds to make a one-time
payment of $35.0 million to terminate a monitoring agreement with
its former general and limited partners which will be expensed in
the first quarter of 2010.  The remaining proceeds were used to
pay off other deal related costs.

As previously reported, on November 24, 2009, the Company's
subsidiary, Graham Packaging Company L.P., issued $253.4 million
aggregate principal amount of 8 1/4% senior notes due 2017.  The
proceeds of the issuance were used to redeem in full the 8 1/2%
senior notes due 2012.

A full-text copy of the Company's press release showing its 2009
results is available for free at
http://ResearchArchives.com/t/s?5726

                     About Graham Packaging

Headquartered in York, Pennsylvania, Graham Packaging Holdings
Company, -- http://www.grahampackaging.com/-- the parent company
of Graham Packaging Company, L.P., is engaged in the design,
manufacture and sale of customized blow molded plastic containers
for the branded food and beverage, household, automotive
lubricants and personal care/specialty product categories.  As of
the end of June 2008, the company operated 83 manufacturing
facilities throughout North America, Europe and South America.

Graham Packaging's consolidated balance sheets at September 30,
2009, showed $2.067 billion in total assets and $2.937 billion in
total liabilities, resulting in a $869.6 million partners'
deficit.


GULFSTREAM CRANE: U.S. Trustee Appoints 3-Member Creditors Panel
----------------------------------------------------------------
Donald F. Walton, the U.S. Trustee for Region 21, appointed three
members to the official committee of unsecured creditors in
the Chapter 11 case of Gulfstream Crane, LLC.

The Creditors Committee members are:

1. *David Sitton, vice president
   Cargo Logistics Network
   1825-C Crossbeam Drive
   Charlotte, NC 28217
   Tel: (704) 357-0474
   Fax: (704) 357-0437

2. Gregory R. Teslia, president
   Crane Safety & Inspections, Inc.
   7631 Normande Court
   Margate, FL 33063
   Tel: (954) 646-2609
   Fax: (954) 752-3976

3. Mel Eardley, II
   America Transport Systems, Inc.
   121 Inter Park Blvd, No. 501
   San Antonio, TX 78216
   Tel: (210) 496-7333
   Fax: (210) 496-4747

* Temporary chairperson of the committee.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also Attnempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

Pompano Beach, Florida-based Gulfstream Crane, LLC, dba General
Crane, filed for Chapter 11 bankruptcy protection on December 8,
2009 (Bankr. S.D. Fla. Case No. 09-37091).  Michael D. Seese,
Esq., who has an office in Fort Lauderdale, Florida, assists the
Company in its restructuring effort.  The Company listed
$50,000,001 to $100,000,000 listed in assets and $50,000,001 to
$100,000,000 in liabilities.


HARRAH'S ENTERTAINMENT: HOC Bank Debt Trades at 100.42%
-------------------------------------------------------
Participations in a syndicated loan under which Harrah's Operating
Company, Inc., is a borrower traded in the secondary market at
100.42 cents-on-the-dollar during the week ended Friday, March 5,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents an increase
of 0.46 percentage points from the previous week, The Journal
relates.  The Company pays 750 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 23, 2016, and
carries Moody's Caa1 rating and Standard & Poor's B- rating.  The
debt is one of the biggest gainers and losers among 190 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

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

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

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


HAWKER BEECHCRAFT: Bank Debt Trades at 23% Off in Secondary Market
------------------------------------------------------------------
Participations in a syndicated loan under which Hawker Beechcraft
is a borrower traded in the secondary market at 77.11 cents-on-
the-dollar during the week ended Friday, March 5, 2010, according
to data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 3.93 percentage
points from the previous week, The Journal relates.  The Company
pays 200 basis points above LIBOR to borrow under the facility.
The bank loan matures on March 26, 2014, and carries Moody's Caa1
rating and Standard & Poor's CCC+ rating.  The debt is one of the
biggest gainers and losers among 190 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

As reported by the Troubled Company Reporter on Nov. 20, 2009,
Moody's affirmed Hawker Beechcraft Acquisition Company LLC's Caa2
Corporate Family and Probability of Default ratings but lowered
the rating on the company's senior secured bank obligations to
Caa1 from B3 following announcement of plans to expand the size of
its secured term loan.  At the same time, ratings on Hawker
Beechcraft's senior unsecured cash-pay and PIK election notes
(Caa3) and subordinated notes (Ca) were affirmed.  The company's
Speculative Grade Liquidity rating was changed to SGL-4,
designating weak liquidity, but is expected to improve once final
amounts sourced from an incremental term loan are known.  The
outlook was revised to negative.

The actions follow several developments: an amendment to the
company's revolving credit facility reducing the size of the
commitment and revising financial covenants, a proposed increase
of $200 million to an existing $1,271 million term loan,
disclosure of some $0.7 billion of non-cash impairment and other
charges during the company's third quarter.

On Nov. 19, 2009, the TCR stated that Standard & Poor's assigned
its 'CCC+' issue-level rating to Hawker Beechcraft Acquisition Co.
LLC's proposed $200 million incremental term loan, the same as the
corporate credit rating on parent Hawker Beechcraft Inc., and a
'4' recovery rating, which indicates S&P's expectation of average
(30%-50%) recovery in a payment default scenario.  In addition,
S&P affirmed its 'CCC+' corporate credit rating on Wichita,
Kansas-based Hawker Beechcraft.  The company has about
$2.15 billion of debt.


HCA INC: Bank Debt Trades at 4% Off in Secondary Market
-------------------------------------------------------
Participations in a syndicated loan under which HCA, Inc., is a
borrower traded in the secondary market at 96.27 cents-on-the-
dollar during the week ended Friday, March 5, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 1.50 percentage
points from the previous week, The Journal relates.  The Company
pays 225 basis points above LIBOR to borrow under the facility.
The bank loan matures on Nov. 6, 2013, and carries Moody's Ba3
rating and Standard & Poor's BB rating.  The debt is one of the
biggest gainers and losers among 190 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Headquartered in Nashville, Tennessee, HCA, Inc. --
http://www.hcahealthcare.com/-- is the nation's leading provider
of healthcare services.  As of June 30, 2008, HCA operated 169
hospitals and 107 freestanding surgery centers, including eight
hospitals and eight freestanding surgery centers operated through
equity method joint ventures.

HCA, Inc. carries a 'B2' long term corporate family rating from
Moody's, a 'B' long term issuer default rating from Fitch, and
'B+' issuer credit ratings from Standard & Poor's.


HERBST GAMING: David Ross Inks Employment Agreement as COO/Gaming
-----------------------------------------------------------------
David Ross has signed as Herbst Gaming, Inc.'s Chief Operating
Officer/Gaming and a member of the Office of the Chief Executive
Officer, effective January 1, 2010.  The employment agreement
provides for a term that expires on the earlier of
(i) December 31, 2010, and (ii) the Substantial Completion Date,
as defined in the Company's First Amended Joint Plan of
Reorganization and as confirmed by the Amended Order Confirming
Debtors' First Amended Plan of Reorganization issued January 22,
2010.  Under the employment agreement, Mr. Ross receives an annual
base salary of $600,000 and is entitled to participate in the
Company's benefit plans and the Company's 2010 Management
Incentive Plan on terms approved by the Board of Directors in its
sole discretion.

In the event Mr. Ross's employment is terminated by the Company
without cause, subject to his execution of a general release of
claims, Mr. Ross is entitled to salary continuation through the
expiration of the term of the employment agreement.  Mr. Ross's
estate is also entitled to these salary continuation benefits in
the event of his death during the term of the employment
agreement.  The employment agreement provides for a one-year post-
termination non-solicitation covenant and a standard
confidentiality covenant.

Under the terms of the employment agreement, Mr. Ross is
permitted, during the term of the employment agreement, to enter
into an employment agreement with Reorganized Herbst Gaming, which
will be the successor in interest to the Company upon the
Substantial Consummation Date, provided that such employment
agreement is not effective until after the Substantial Completion
Date.

Mr. Ross joined the Company as COO/Gaming in May 2009 in
accordance with the lockup agreement between the Company and
lenders holding, in the aggregate, a majority of all of the
outstanding claims under the Company's Second Amended and Restated
Credit Agreement, dated as of January 3, 2007, as amended,
relating to the Company's restructuring.

Prior to joining the Company, Mr. Ross spent twenty five years
with Coast Casinos, a division of Boyd Gaming Corp., serving in a
variety of management positions.  Most recently, he served as
Coast Casinos' Chief Operating Officer from 2004 to 2008.  Mr.
Ross holds a 20% interest in a limited liability company which
owns a tavern.  At the end of 2009, the tavern entered into a slot
route agreement with E-T-T, Inc., one of the Company's
subsidiaries.  Mr. Ross is in the process of divesting his
interest in the limited liability company.

A full-text copy of the Employment Agreement is available at no
charge at http://researcharchives.com/t/s?572f

                       About Herbst Gaming

Headquartered in Reno, Nevada, Herbst Gaming, Inc. --
http://www.herbstgaming.com/-- is a diversified gaming company.
The Company and its subsidiaries focus on two business lines, slot
route operations and casino operations.  The Company's route
operations involves the exclusive installation and, as of
Sept. 30, 2009, operation of approximately 6,300 slot machines in
non-casino locations, such as grocery stores, drug stores,
convenience stores, bars and restaurants.  The casino operations
consist of 16 casinos located in Nevada, Iowa and Missouri.

The Company and 17 of its affiliates filed for Chapter 11
protection on March 22, 2009 (Bankr. D. Nev. Lead Case No.
09-50752).  Thomas H. Fell, Esq., and Gerald M. Gordon, Esq., at
Gordon Silver, represent the Debtors in their restructuring
efforts.  Herbst Gaming had $919.1 million in total assets; and
$33.5 million in total liabilities not subject to compromise and
$1.24 billion in liabilities subject to compromise, resulting in
$361.0 million in stockholders' deficiency as of March 31, 2009.

On January 22, 2010, the Bankruptcy Court entered an amended order
confirming Debtors' First Amended Plan of Reorganization issued
January 22, 2010.  On February 5, 2010, all conditions precedent
to the effectiveness of the Plan were deemed to have been met, and
the Plan was declared effective as of said date.  The Court set
March 22, 2010, as the Administrative Claim Bar Date for filing
requests for payment of all administrative claims against the
Debtors, including claims pursuant to 11 U.S.C. Section 503(b),
and all final applications for allowance and disbursement of
professional fees and trustee fees.


HOVNANIAN ENTERPRISES: Swings to $236MM Net Income for Jan. 31 Qtr
------------------------------------------------------------------
Hovnanian Enterprises, Inc., reported net income of $236,189,000
for its first fiscal quarter ended January 31, 2010, from a net
loss of $178,410,000 for the year ago period.  Hovnanian
Enterprises reported total revenues of $319,645,000 from
homebuilding and financial services for the fiscal quarter from
$373,784,000 in total revenues for the year ago period.

At January 31, 2010, the Company had total assets of
$2,100,187,000 against total liabilities of $2,210,881,000.  Total
equity deficit was $110,694,000 at January 31, 2010.

At January 31, 2010, homebuilding cash was $449.6 million,
including restricted cash required to collateralize letters of
credit.  This cash position does not include the $274.1 million
federal income tax refund that was received early in the second
quarter or an additional federal income tax refund for
approximately $17.2 million expected to be received later in the
year.

Cash flow during the first quarter of fiscal 2010 was negative
$74.7 million.  During the quarter, $77.1 million of cash was
spent on land purchases and $22.3 million of cash was used to
retire debt.

During the first quarter of fiscal 2010, home deliveries through
unconsolidated joint ventures were 38 homes, compared with 75
homes in the first quarter of the previous year.

"The first quarter saw the typical seasonal home buying patterns
that we would expect," commented Ara K. Hovnanian, Chairman of the
Board, President and Chief Executive Officer.  "Traffic and net
contracts dropped off around the Thanksgiving holiday, and we
began to see a pickup in traffic and net contracts during the last
half of January and into February.  In the first quarter, we
continued to see a couple of positive year-over-year comparisons,
including an increase in gross margins and an increase in net
contracts per active selling community."

"We are pleased to see the market for new land deals begin to thaw
out a bit and we continue to diligently pursue new land
opportunities where we can make normalized returns based on
today's home prices and sales absorption levels.  Adhering to
sound land underwriting assumptions will reduce risk and prove
beneficial to our future financial performance," Mr. Hovnanian
continued.

"We opened ten communities during the first quarter," stated J.
Larry Sorsby, Executive Vice President and Chief Financial
Officer.  "After nine consecutive quarters of decline, our
community count stabilized on a sequential basis at 179
communities at the end of the first quarter, which was the same as
the community count at the end of our fiscal year.  As we take
steps to return the Company to profitability, we must acquire
additional new land parcels so that we can start growing our
community count, which will boost revenues and drive greater
operating efficiencies," said Mr. Sorsby.

"It is encouraging that we have been able to continue to report
improving margins and year-over-year increases in sales absorption
rates.  Although we remain cautiously optimistic, several
headwinds such as persistently high unemployment levels, the
expiration of the federal homebuyers tax credit and the threat of
more foreclosures continue to hinder a sustainable recovery in the
housing market," concluded Mr. Hovnanian.

A full-text copy of the Company's earnings release is available at
no charge at http://ResearchArchives.com/t/s?572a

                       Shareholders' Meeting

The Annual Meeting of Shareholders will be held on March 16, 2010,
at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington
Avenue, in New York.  The meeting will start promptly at
10:30 a.m.

At the meeting, shareholders will take on these matters:

     -- The election of directors of the Company for the ensuing
        year, to serve until the next Annual Meeting of
        Shareholders of the Company, and until their successors
        may be elected and qualified;

     -- The ratification of the selection of Deloitte & Touche
        LLP, an independent registered public accounting firm, to
        examine the financial statements of the Company for the
        year ending October 31, 2010;

     -- The approval of amendments to the Company's Amended and
        Restated 2008 Stock Incentive Plan; and

     -- The transaction of other business as may properly come
        before the meeting and any adjournment thereof.

A full-text copy of the proxy statement is available at no charge
at http://ResearchArchives.com/t/s?572b

                  About Hovnanian Enterprises

Hovnanian Enterprises, Inc. (NYSE: HOV), founded in 1959 by Kevork
S. Hovnanian, is headquartered in Red Bank, New Jersey.  The
Company is one of the nation's largest homebuilders with
operations in Arizona, California, Delaware, Florida, Georgia,
Illinois, Kentucky, Maryland, Minnesota, New Jersey, New York,
North Carolina, Ohio, Pennsylvania, South Carolina, Texas,
Virginia and West Virginia.  The Company's homes are marketed and
sold under the trade names K. Hovnanian(R) Homes(R), Matzel &
Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes,
Oster Homes, First Home Builders of Florida and CraftBuilt Homes.
As the developer of K. Hovnanian's(R) Four Seasons communities,
the Company is also one of the nation's largest builders of active
adult homes.

                         *     *     *

Hovnanian carries S&P's "CCC" corporate credit rating; Moody's
"Caa1" corporate family rating; and Fitch's "CCC" Issuer Default
Rating.


HOLLY ENERGY: S&P Assigns 'B+' Rating on $150 Mil. Notes
--------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
rating to Holly Energy Partners L.P.'s proposed $150 million
senior unsecured note offering.  S&P has assigned a recovery
rating of '5' to this debt, indicating expectations of modest
(30%-50%) recovery in the event of a payment default.  The
midstream oil and gas company intends to use proceeds to help fund
its $93 million acquisition from Holly Corp., as well as repay
outstanding borrowings under its credit facility.

As of Dec. 31, 2009, Dallas-based Holly Energy had $391 million in
balance sheet debt.

The corporate credit rating on Holly Energy is 'BB-' and the
outlook is stable.

                           Rating List

                    Holly Energy Partners L.P.

      Corporate Credit Rating                   BB-/Stable/--

                         Rating Assigned

                    Holly Energy Partners L.P.

           $150 Mil. Senior Unsec. Note Offering     B+
             Recovery Rating                         5


HOVNANIAN ENTERPRISES: To Invest $40MM for 10% Stake in Developer
-----------------------------------------------------------------
Hovnanian Enterprises, Inc., is considering an investment of
roughly $40 million in a newly formed company.  This investment
would represent a non-controlling ownership interest in Newco of
roughly 10%.

Newco would identify, acquire and develop land parcels and
finished residential building lots located primarily in major U.S.
homebuilding markets for sale to homebuilders as residential
building lots under option and purchase agreements.

Ara Hovnanian, the Chairman of the Company's Board of Directors
and its Chief Executive Officer, will become the non-executive
Chairman of the Board of Directors of Newco, while continuing in
his positions for the Company.  Newco would acquire land parcels
located in major U.S. homebuilding markets and enter into lot
option contracts with Hovnanian and other homebuilders for the
delivery of finished residential building lots, which are lots
that are fully developed, entitled and permit-ready for
residential home construction when the homebuilders are ready to
commence construction, or on a "just-in-time" basis.

The Company is contemplating entering into an exclusive preferred
sourcing arrangement with Newco that covers the Company's current
geographic footprint.  The agreement would provide for an
exclusivity period of three years during which the Company would
generally be required to present to Newco all investment
opportunities meeting specified criteria that are identified,
sourced, procured or acquired by the Company, or presented by a
third party to the Company, and located both within and outside
the Company's geographic footprint.

In addition, during the three-year exclusivity period, Newco would
generally be required to present to the Company all investment
opportunities meeting specified criteria that are identified,
sourced, procured or acquired by Newco and located within the
Company's geographic footprint.  Newco would not be obligated to
present to the Company any investment opportunities located
outside the Company's geographic footprint, whether identified,
sourced, procured or acquired by Newco or presented to Newco by
third parties, at any time during the term of the agreement.  The
Company expects to offer a substantial number of land acquisition
opportunities to Newco during the three-year term of this
arrangement.

Pursuant to the preferred sourcing agreement, the Company would
sell certain properties to Newco and enter into lot option
contracts with respect thereto at the time of its equity
investment.  Lot option contracts under the preferred sourcing
agreement would include predetermined lot take down schedules and
prices that provide Newco an internal rate of return of 20% plus
an additional contingent payment of 25% of the amount by which the
actual direct margin, based on the actual home sale revenue and
direct costs, exceeds the Company's projected direct margin.

                  About Hovnanian Enterprises

Hovnanian Enterprises, Inc. (NYSE: HOV), founded in 1959 by Kevork
S. Hovnanian, is headquartered in Red Bank, New Jersey.  The
Company is one of the nation's largest homebuilders with
operations in Arizona, California, Delaware, Florida, Georgia,
Illinois, Kentucky, Maryland, Minnesota, New Jersey, New York,
North Carolina, Ohio, Pennsylvania, South Carolina, Texas,
Virginia and West Virginia.  The Company's homes are marketed and
sold under the trade names K. Hovnanian(R) Homes(R), Matzel &
Mumford, Brighton Homes, Parkwood Builders, Town & Country Homes,
Oster Homes, First Home Builders of Florida and CraftBuilt Homes.
As the developer of K. Hovnanian's(R) Four Seasons communities,
the Company is also one of the nation's largest builders of active
adult homes.

                         *     *     *

Hovnanian carries S&P's "CCC" corporate credit rating; Moody's
"Caa1" corporate family rating; and Fitch's "CCC" Issuer Default
Rating.


IMPLANT SCIENCES: Posts $1.6-Mil. Net Loss for Dec. 31 Quarter
--------------------------------------------------------------
Implant Sciences Corporation said in a statement that for its
fiscal 2010 second quarter ended December 31, 2009, net loss was
$1,624,000, or $0.10 per share, as compared with $2,061,000, or
$0.15 per share, for the comparable prior year period.  Net loss
for the six months ended December 31, 2009 was $3,273,000, or
$0.21 per share, as compared to $1,705,000, or $0.12 per share,
for the comparable prior year period.  Net loss for the three and
six months ended December 31, 2008 included income from
discontinued operations of $29,000 and $1,019,000, respectively.

The Company's revenues for the three months ended December 31,
2009 were $603,000 as compared with $1,519,000 for the comparable
prior year period, a decrease of $916,000 or 60.3%.  Revenues for
the six months ended Dec. 31, 2009 were $2,423,000 as compared
with $7,467,000 for the comparable prior year period, a decrease
of $5,044,000 or 67.6%.  The decrease in security products
revenues for the three and six months ended December 31, 2009, is
primarily the result of a decrease in the number of units sold of
our explosives detection products to customers in China and India.
During the six months ended Dec. 31, 2008, the company made
significant shipments of our handheld explosives detection
equipment to a customer in China, aggregating approximately
$4,169,000 in sales which shipments coincided with security
preparations for the 2008 Beijing Olympics.  Revenue from
government contracts decreased in the three months and six months
ended December 31 2009, due to the expiration of several contracts
in the period.

Gross margin for the three months ended Dec. 31, 2009 decreased to
$126,000 or 20.9% of revenues as compared with gross margin of
$638,000 or 42.0% of revenues for the comparable prior year
period. Gross margin for the six months ended Dec. 31, 2009
decreased to $967,000 or 39.9% of revenues as compared with gross
margin of $3,414,000 or 45.7% of revenues for the comparable prior
year period.  The decrease in gross margin for the three and six
months ended Dec. 31, 2009 is a result of competitive pricing
pressures, increased per unit manufacturing overhead, as overhead
costs were allocated to a reduced volume, an increase in quality
assurance costs and minimum guaranteed royalties due on licensed
technology.

Research and development expense for the three months ended
Dec. 31, 2009 decreased 23.3% to $576,000 as compared with
$751,000 for the comparable prior year period.  For the six months
ended Dec. 31, 2009 research and development expense decreased
33.9% to $1,171,000 as compared with $1,771,000 for the comparable
prior year period.  The decrease in research and development
expenses in the three and six months ended Dec. 31, 2009, is due
primarily to decreased payroll and related fringe benefits costs
resulting from a reduction in personnel and reduced consulting
fees.

Selling, general and administrative expenses for the three months
ended Dec. 31, 2009, decreased 46.1% to $842,000 as compared with
$1,561,000 for the comparable prior year period.  For the six
months ended Dec. 31, 2009, selling, general and administrative
expenses decreased 47.3% to $2,069,000 as compared with $3,927,000
for the comparable prior year period.  The decrease in selling,
general and administrative expenses in the three and six months
ended Dec. 31, 2009, is due primarily to decreased payroll and
related fringe benefits costs resulting from a reduction in
personnel, decreased variable selling expenses due to the
significant decrease in sales of our security products, decreased
rent and related occupancy costs and decreased legal and audit
fees, partially offset by an increase in consulting fees and
increased loan financing fees.

For the three and six months ended Dec. 31, 2009, the company
recorded a lease termination benefit of $384,000 as compared with
$0 for the comparable prior year period.  The lease termination
benefit resulted from the dismissal of litigation related to
Accurel's lease obligations in California on October 28, 2009.
Accurel has no further obligations or liabilities to the lessor
under this lease.

For the three months ended Dec. 31, 2009, the recorded other
expense, net of $716,000 as compared with other expense, net of
$416,000, for the comparable prior year period, an increase of
$300,000.  For the six months ended Dec. 31, 2009, the Company
recorded other expense, net of $1,364,000 as compared with other
expense, net of $440,000, for the comparable prior year period, an
increase of $924,000.  The increase in the three and six months
ended Dec. 31, 2009, is due primarily to increased borrowings
under our credit facility with DMRJ Group, LLC, and to higher
interest rates on these borrowings and the realized gain of
$468,000 on the transfer of our investment in CorNova common stock
in connection with the senior secured convertible promissory note
issued to DMRJ in December 2008.

Loss from continuing operations for the three months ended
Dec. 31, 2009, was $1,624,000 as compared with a loss of
$2,090,000 for the comparable prior year period, a decrease of
$466,000, or 22.3%.  The decrease in loss from continuing
operations is due primarily to a decrease in operating expenses
and recognition of the lease termination benefit.  Loss from
continuing operations for the six months ended Dec. 31, 2009, was
$3,253,000 as compared with a loss of $2,724,000 for the
comparable prior year period, an increase of $529,000, or 19.4%.
The increase in loss from continuing operations is due primarily
to decreased sales of the company's security products, an increase
in interest expense and the realized gain of $468,000 on the
transfer of our investment in CorNova common stock in the six
months ended Dec. 31, 2008, offset partially by a decrease in
operating expenses and recognition of the lease termination
benefit.

As of Dec. 31, 2009, its cash position was $25,000 as compared to
$0 as of June 30, 2009.

Glenn D. Bolduc, President and CEO of Implant Sciences, commented,
"Our second quarter was a quarter of dynamic change where several
important objectives were met, and which we believe set the stage
for our future growth and success.  Most notably, on Jan. 14,
2010, the Company was awarded a $6 million contract for our
Quantum SnifferTM QS-H150 Portable Explosives Detector and
associated support by the Ministry of Defence, Government of
India. The Company was successful in achieving "Designation" for
the Company's Quantum SnifferTM technology under the Support Anti-
terrorism by Fostering Effective Technology Act of 2002 from the
U. S Department of Homeland Security.  The Company successfully
negotiated an amendment to our credit facility with DMRJ Group,
LLC, which extended the maturity of all of our indebtedness from
Dec. 10, 2009 to June 10, 2010, increased our line of credit,
waived all existing defaults under the Company notes and reduced
the interest payable on our obligations under the notes to 15%.
Further, we have commenced a process to retain industry-
experienced sales and marketing personnel to expand our worldwide
and domestic presence.

The Company believes the recent Christmas Day bombing attempt of
Northwest Airlines flight #253 combined with its market research
suggests growing global demand for explosives trace detection
equipment and technology.  The Company's own recent business
development activities indicate significant opportunities for
sales of our existing handheld explosives detection equipment in
India, China and Pakistan.  The Company believes there is
significant demand for handheld explosives detection equipment,
estimated by the Company to be as much as $80 million over the
next 12 to 18 months.

Mr. Bolduc concluded, "While gratified at the successful
accomplishments in our second quarter, we are mindful that there
are significant challenges ahead.  The Company will require
capital to execute its business plan and is actively engaged in
the pursuit of additional funding.   However, in spite of the
obstacles, we believe we have now put in place the right team to
overcome the hurdles and take advantage of the growing worldwide
opportunities to demonstrate the benefits of Implant Sciences'
security solutions."

                      About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

As reported by the Troubled Company Reporter on January 15, 2010,
Implant Sciences renegotiated its credit agreements with its
senior secured investor, DMRJ Group LLC.  DMRJ increased Implant
Sciences' line of credit from $3,000,000 to $5,000,000; extended
the maturity of all of Implant Sciences' indebtedness from
December 10, 2009, to June 10, 2010; waived all existing defaults
through the new maturity date; reduced the interest rate payable
on Implant Sciences' obligations to 15% per annum; and removed all
profit sharing arrangements from the agreements.  Implant
Sciences' total indebtedness to DMRJ, including all principal and
accrued interest, now stands at $7,570,000.


INFORMATION SOLUTIONS: S&P Assigns 'BB' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB'
corporate credit rating to Santa Ana, Calif.-based Information
Solutions Co., the surviving corporation after the pending spin-
off of the First American Corp.'s financial services businesses.
The outlook is positive.

At the same time, S&P assigned InfoCo's proposed $850 million
senior secured credit facilities a 'BB+' rating, with a recovery
rating of '2', indicating its expectation for substantial recovery
(70%-90%) recovery in the event of a payment default.

The proposed facilities consist of a $500 million revolving credit
facility expiring 2012 and a $350 million first-lien term loan due
2016.  The company will use the loan proceeds to refinance
existing debt and general corporate purposes as part of its spin-
off of The First American Corp.'s other businesses.

"The ratings on InfoCo reflect the company's leadership position,
long-term customer relationships, and good free cash flow," said
Standard & Poor's credit analyst Philip Schrank.  A dependence on
the cyclical mortgage origination business, customer
concentration, and a limited track record as a stand-alone company
offset those factors.


INTEGRA BANK: Continues to Defer Trust Preferred Dividends
----------------------------------------------------------
As reported in the Troubled Company Reporter on Nov. 9, 2009,
Integra Bank Corporation (Nasdaq:IBNK) suspended the payment of
cash dividends on its outstanding preferred stock and elected to
defer the payment of interest on its outstanding junior
subordinated notes related to its trust preferred securities.  The
terms of the junior subordinated notes and the trust documents
allow the Company to defer payments of interest for up to five
years without default or penalty.  During the deferral period, the
respective trusts will likewise suspend the declaration and
payment of dividends on the trust preferred securities. Also
during the deferral period, the Company may not, among other
things and with limited exceptions, pay cash dividends on or
repurchase its common stock or preferred stock nor make any
payment on outstanding debt obligations that rank equally with or
junior to the junior subordinated notes.

The Company believes that the suspension of cash dividends on its
preferred and common stock and the deferral of interest payments
on the junior subordinated notes will preserve approximately
$1.8 million per quarter (compared with the continuing level of
dividend and interest payments), thereby enhancing liquidity and
the Company's ability to bolster Integra Bank's capital ratios.
The decision to defer payment of dividends and interest is in line
with guidance issued by the Federal Reserve in February 2009, as
revised in March 2009 (SR-09-4) related to payment of dividends on
common and preferred stock, as well as interest on the
subordinated notes underlying trust preferred securities.

For the fourth quarter ending Dec. 31, 2009, Integra reported a
$96.1 million net loss to common shareholders, and a net loss of
$195 million for the year ending Dec. 31, 2009.  Integra has been
selling assets and continues to do so.

Headquartered in Evansville, Indiana, Integra Bank Corporation --
http://www.integrabank.com/-- is the parent of Integra Bank N.A.
As of Dec. 31, 2009, Integra Bank has $2.9 billion in total assets
and operates 69 banking centers and 116 ATMs at locations in
Indiana, Kentucky, Illinois and Ohio.


INTELSAT LTD: Bank Debt Trades at 4% Off in Secondary Market
------------------------------------------------------------
Participations in a syndicated loan under which Intelsat, Ltd., is
a borrower traded in the secondary market at 95.83 cents-on-the-
dollar during the week ended Friday, March 5, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.48 percentage
points from the previous week, The Journal relates.  The Company
pays 175 basis points above LIBOR to borrow under the facility.
The bank loan matures on July 7, 2013, and carries Moody's B1
rating and Standard & Poor's BB- rating.  The debt is one of the
biggest gainers and losers among 190 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Headquartered in Pembroke, Bermuda, Intelsat, Ltd., formerly
PanAmSat Corp., -- http://www.intelsat.com/-- is the largest
fixed satellite service operator in the world and is owned by
Apollo Management, Apax Partners, Madison Dearborn, and Permira.
The company has a sales office in Brazil.

Intelsat Ltd.'s balance sheet showed total assets of
US$12.05 billion, total debts of US$12.77 billion and
stockholders' deficit of US$722.3 million as of March 31, 2008.


ISLE OF CAPRI: Bank Debt Trades at 3% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Isle of Capri
Casinos, Inc., is a borrower traded in the secondary market at
97.33 cents-on-the-dollar during the week ended Friday, March 5,
2010, according to data compiled by Loan Pricing Corp. and
reported in The Wall Street Journal.  This represents a drop of
0.67 percentage points from the previous week, The Journal
relates.  The Company pays 175 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Dec. 19, 2013, and
carries Moody's B1 rating and Standard & Poor's B+ rating.  The
debt is one of the biggest gainers and losers among 190 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

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


JANUS CAPITAL: S&P Affirms 'BB+' Counterparty Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on Janus Capital Group Inc., including the 'BB+' long-term
counterparty credit rating.  At the same time, S&P revised the
outlook to positive from stable.

"The outlook revision reflects positive trends in Janus's earnings
and cash-flow generation, as AUM has recovered from its March 2009
low; an improved balance sheet following the mid-2009 bond tender
offer and common stock issuance that bolstered the company's
liquidity position and reduced near-term debt maturities; and the
installation of a new CEO whom S&P believes will steer Janus on a
more conservative path than in the past," said Standard & Poor's
credit analyst Charles D. Rauch.

S&P has affirmed the ratings because the company retains a
relatively high business risk profile for an asset manager, and
its credit metrics, although improved, are not yet those of an
investment-grade asset manager.

Current ratings on Janus reflect its moderately high business and
financial risk profiles.  Janus's reputation as one of the larger
sponsors of mutual funds in the country supports the ratings.
Although many consider Janus to be an equity growth retail mutual
fund shop, the company has successfully expanded its investment
disciplines and distribution channels during the past few years.
Nonetheless, the company remains heavily exposed to the U.S. and
global stock markets, as equities comprise nearly 95% of total
assets under management.

The positive outlook reflects the improvements in Janus's
financial posture and potential for higher earnings in 2010.  S&P
would consider raising the ratings if the company generates
consistent long-term investment performance to build on the
momentum of the past three quarters, so that key debt-servicing
metrics comfortably reside within investment-grade criteria.
This extra financial hurdle is necessary before S&P would consider
an upgrade because S&P believes Janus has a higher-than-average
business risk profile and its financial performance is still
vulnerable if stock prices were to collapse again.  Alternatively,
if Janus's long-term investment performance were to suffer to an
extent that net redemptions pick up and cash-flow generation
materially weakens, S&P could lower its ratings on the company.


JAPAN AIRLINES: To Cut 5% of Employees at Core Unit
---------------------------------------------------
Japan Airlines Corp., which employs about 51,800 groupwide, aims
to let go of 2,700 employees at its core unit, Japan Airlines
International Co, and the rest at other group firms, Reuters
reported citing the Nikkei Business Daily.

According to Reuters, the carrier, which did not disclose how much
severance pay early retirees are to receive, will start with 400
flight crew and ground staff managers.

Retirements will take effect April 30 and JAL is expected to book
the associated costs as an extraordinary loss for next fiscal
year, the report added.

Earlier in January, JAL filed for protection from creditors with
more than $25 billion in debts, making it Japan's biggest-ever
bankruptcy by a non-financial firm, and vowed to slash 30 percent
of its work force and axe money-losing routes.

Selling off subsidiaries is supposed to eliminate at least 10,000
jobs, but that process could prove difficult, making it necessary
to expand early retirement offerings, Reuters added.

                        About Japan Airlines

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

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

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

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


KAINOS PARTNERS: Gets Interim Approval to Use Dunkin Brands Cash
----------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware authorized, on an interim basis, Kainos
Partners Holding Company, LLC, et al., to:

   -- borrow funds and obtain extensions of credit up to $500,000
      from Dunkin Brands, Inc.; and

   -- provide superpriority administrative expense status in
      connection with the second DIP financing.

A final hearing on the Debtors' access to the cash collateral will
be held on March 31, 2010.  Objections, if any, are due on
March 26, 2010, at 12:00 p.m. (Eastern Time.)

The Debtors were unable to obtain unsecured credit under the terms
and conditions as set forth in the second DIP loan financing
documents.  The DIP lender consented to the Debtors' use of cash
collateral from March 1 until April 1.

The Debtors would use the funds and financial accommodations to
continue their ordinary course operations, meet their payroll and
other necessary, ordinary course business expenditures, acquire
goods and services, and administer and preserve the value of the
estates.

The Debtors' authority to use the cash collateral will expire on:
(i) April 1, 2010; and (ii) the occurrence of an event of default
or a termination event.

               About Kainos Partners Holding Company

Greer, South Carolina-based Kainos Partners Holding Company, LLC -
- http://www.kainospartners.com/-- operates the "donut-and-
coffee" franchises.

The Company and its affiliates filed for Chapter 11 on July 6,
2009 (Bankr. D. Del. Lead Case No. 09-12292).  Two of its
affiliates filed for separate Chapter 11 petitions on Sept. 15,
2009 (Bankr. D. Del. Case Nos. 09-13213 to 09-13214).  An
affiliate filed for separate Chapter 11 petition on Sept. 23, 2009
(Bankr. D. Del. Case No. 09-13285).  Attorneys at the Law Offices
of Joseph J. Bodnar represent the Debtors in their restructuring
efforts.  The Debtor did not file a list of 20 largest unsecured
creditors.  In its petition, the Debtors listed assets and debts
both ranging from $10 million and $50 million.


KORLEY SEARS: Files Schedules of Assets & Liabilities
-----------------------------------------------------
Korley B. Sears has filed with the U.S. Bankruptcy Court for the
District of Nebraska its schedules of assets and liabilities,
disclosing:

  Name of Schedule                    Assets          Liabilities
  ----------------                    ------          -----------
A. Real Property                  $3,251,101
B. Personal Property                $314,129
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                      $24,388,385
E. Creditors Holding
   Unsecured Priority
   Claims                                                       $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $5,429,214
                               -------------          ------------
       TOTAL                      $3,565,230           $29,817,599

Ainsworth, Nebraska-based Korley B. Sears filed for Chapter 11
bankruptcy protection on February 2, 2010 (Bankr. D. Neb. Case No.
10-40277).  Jerrold L. Strasheim, Esq., who has an office in
Omaha, Nebraska, 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.


KORLEY SEARS: Section 341(a) Meeting Scheduled for March 11
-----------------------------------------------------------
The U.S. Trustee for Region 13 will convene a meeting of creditors
in Korley B. Sears' Chapter 11 case on March 11, 2010, at
1:30 p.m.  The meeting will be held at the U.S. Trustee Meeting
Room, 1st Floor, Roman L. Hruska U.S. Courthouse, 111 South 18th
Plaza, Omaha, Nebraska.

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.

Ainsworth, Nebraska-based Korley B. Sears filed for Chapter 11
bankruptcy protection on February 2, 2010 (Bankr. D. Neb. Case No.
10-40277).  Jerrold L. Strasheim, Esq., who has an office in
Omaha, Nebraska, 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.


KORLEY SEARS: Taps Jerrold Strasheim as Bankruptcy Counsel
----------------------------------------------------------
Korley B. Sears has asked for permission from the U.S. Bankruptcy
Court for the District of Nebraska to employ Jerrold L. Strasheim
as bankruptcy counsel.

Mr. Strasheim will advise, represent and assist the Debtor in
performing the Debtor's duties and exercising the rights and
powers of a debtor-in-possession.

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

The Debtor and Mr. Strasheim didn't disclose how Mr. Strasheim
will be compensated for his services.

Ainsworth, Nebraska-based Korley B. Sears filed for Chapter 11
bankruptcy protection on February 2, 2010 (Bankr. D. Neb. Case No.
10-40277).  The Company listed $1,000,001 to $10,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


LANDAMERICA FIN'L: OneStop Plan Declared Effective March 1
----------------------------------------------------------
The Joint Chapter 11 Plan of LandAmerica Financial Group, Inc.,
and its debtor affiliates as to LandAmerica OneStop, Inc., has
been deemed effective as of March 1, 2010.  OneStop has satisfied
the conditions precedent to the effectiveness of the Plan.

OneStop is a wholly owned subsidiary of LFG, which filed for
bankruptcy on November 4, 2009, for the purpose of completing the
winddown of its operations and providing a fair and equitable
distribution of its estate to its stakeholders.

As previously reported, the Chapter 11 Plan as to OneStop was
confirmed by Judge Kevin Huennekens of the United States
Bankruptcy Court for the District of Virginia on February 16,
2010.

                        Claim Bar Dates

By virtue of the Effective Date Notice and pursuant to the Plan
and the Confirmation Order, each holder of an Administrative
Expense Claim, other than the Internal Revenue Service and the
holders of certain other Administrative Expense Claims noted
under the Plan, must file with the Court and serve on: (a)
OneStop; (b) the Subsidiary Debtor Trustee; and (c) the Debtors'
Claims Agent, a proof of the Administrative Expense Claim within
on or before March 31, 2010.

Each Professional Person who holds or asserts a Fee Claim, other
than ordinary course professionals retained by OneStop pursuant
to a Court order, are required to file with the Court, and serve
on all parties required to receive notice, a Fee Application on
or before April 12, 2010.

Moreover, pursuant to the Plan and the Confirmation Order, all
proofs of Claim with respect to Claims arising from the rejection
of executory contracts or unexpired leases, to the extent not
subject to an earlier Bar Date set by a Court order, must be
filed with the Court or served on the Claims Agent, on or before
March 31, 2010.

Failure to file and serve proof of claims in a timely and proper
manner will result in the claims being forever barred and
disallowed.

                 Schedule of Assumed Contracts

Shortly before the occurrence of the Plan Effective Date, OneStop
delivered to the Court a schedule of its assumed contracts under
the confirmed Chapter 11 Plan.

The Contracts consist of non-residential real property leases and
ground leases with, among others, Sprint PCS Assets LLC, PCS
Leasing Company L.P., and T&F Acquisition Group, LLC.  OneStop
proposed a $0 cure amount for the Contracts.

A full-text copy of OneStop's Schedule on Assumed Contracts as
delivered to the Court on February 28, 2010, is available for free
at http://bankrupt.com/misc/OneStop_SchedofAssumedContracts.pdf

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection
November 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994).
Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods LLP
serve as co-counsel.  Zolfo Cooper is the restructuring advisor.
Epiq Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of
September 30, 2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: Trustee Sues Fidelity for $50 Million
--------------------------------------------------------
Bruce H. Matson, Trustee for the LandAmerica Financial Group,
Inc. Liquidation Trust, initiated a complaint against Fidelity
National Financial, Inc., in the U.S. Bankruptcy Court for the
Eastern District of Virginia on February 26, 2010.

Under the Complaint, the LFG Trustee seeks to enforce the terms
of certain Subordinated Notes Due 2013 made by Fidelity National
Financial, Inc., as partial consideration for, and delivered to,
LandAmerica Financial Group, Inc. in connection with FNF's
purchase of certain LFG assets pursuant that a Stock Purchase
Agreement dated November 25, 2008, as amended.  The Notes are
currently held by the LFG Trust.

The LFG Trustee asserts that FNF defaulted on the Note by failing
to pay the interest payment, due on December 22, 2009, on the
payment due date or within any grace period provided by the terms
of the Note.

Michael E. Hastings, Esq., at LeClairRyan, in Richmond, Virginia,
contends that FNF's default under the Note constitutes a breach
of the Note and thus:

  -- the LFG Trust is entitled to judgment in the principal
     amount of $50,000,000, plus all interest and other charges
     provided under the Note from the issuance date of the Note
     until the date of judgment at an annual rate of interest of
     2.36% and thereafter;

  -- the LFG Trust will be entitled to interest at the federal
     judgment rate from the date of judgment until the entire
     outstanding indebtedness under the Note is paid in full.

The LFG Trustee informs the Court that he has notified FNF by a
letter dated February 25, 2010, of an acceleration of the total
outstanding indebtedness represented by the Note in light of the
alleged breach.

Mr. Hastings tells Judge Heunnekens that the LFG Trustee has
incurred professional fees and expenses arising out of his
efforts to enforce the Note.  He notes that the LFG Trustee will
continue to incur those fees and expenses until all of the
aggregate outstanding balance of the Note, including all
principal, interest and other charges provided under the Note and
the Stock Purchase Agreement are paid in full.

Accordingly, the LFG Trustee asks the Court to grant judgment in
his favor:

  (a) in the amount of $50,000,000, plus all accrued interest
      from the issuance date of the Note until the date of
      judgment at the rate provided under the Note, plus all
      expenses, including attorneys' fees incurred in obtaining
      the judgment, plus

  (b) an award of post-judgment interest at the federal judgment
      rate from the date of judgment until the entire
      outstanding indebtedness under the Note is paid in full.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection
November 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994).
Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods LLP
serve as co-counsel.  Zolfo Cooper is the restructuring advisor.
Epiq Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LANDAMERICA FIN'L: Trustee Wants Until Oct. 4 to Object to Claims
-----------------------------------------------------------------
Gerard A. McHale, Jr., as trustee of the LandAmerica 1031
Exchange Services, Inc. Liquidation Trust, asks Judge Heunnekens
to extend the deadline by which he can file objections to claims
on behalf of the LES Trust and the LES estate through October 4,
2010.

The LES Trustee notes that he currently has authority to object
to claims filed against the LES estate until April 6, 2010,
pursuant to the confirmed Joint Chapter 11 Plan of LandAmerica
Financial Group, Inc., and its affiliated debtors.

The LES Trustee avers that he has been reviewing, analyzing and
reconciling claims.  He, however, notes that he will not be able
to address and resolve all of the claims before the current April
6 deadline objection deadline.

As of February 26, 2010, the Debtors and their Liquidation
Trustees have filed objections to approximately 1,787 claims and
expect to either resolve or file objections to the remaining
claims in the near future.

The LES Trustee expects to be able to conclude his claims review
and file the appropriate objections before the expiration of the
new proposed Claims Objection Deadline.  Nevertheless, out of an
abundance of caution, the LES Trustee seeks that any order
entered with respect to his request be without prejudice to his
right to seek further extensions of the Claims Objection
Deadline.

                    About LandAmerica Financial

LandAmerica Financial Group, Inc., provides real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica and its affiliates operate through
approximately 700 offices and a network of more than 10,000 active
agents throughout the world, including Mexico, Canada, the
Caribbean, Latin America, Europe, and Asia.

LandAmerica Financial Group and its affiliate LandAmerica 1031
Exchange Services, Inc., filed for Chapter 11 protection
November 26, 2008 (Bankr. E.D. Va. Lead Case No. 08-35994).
Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods LLP
serve as co-counsel.  Zolfo Cooper is the restructuring advisor.
Epiq Bankruptcy Solutions serves as claims and notice agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran, PLC, serve as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan serve as counsel
to the Creditors Committee of LFG.

In its bankruptcy petition, LFG listed total assets of
$3,325,100,000, and total debts of $2,839,800,000 as of Sept. 30,
2008.

On March 6, 2009, affiliate LandAmerica Assessment Corporation,
aka National Assessment Corporation, filed its own petition for
Chapter 11 relief.  Affiliate LandAmerica Title Company filed for
for Chapter 11 relief on March 27, 2009.   LandAmerica Credit
Services, Inc., filed for Chapter 11 in July 2009.

Bankruptcy Creditors' Service, Inc., publishes LandAmerica
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by LandAmerica Financial and its affiliate LandAmerica
1031 Exchange Services, Inc. (http://bankrupt.com/newsstand/or
215/945-7000)


LAS VEGAS SANDS: Bank Debt Trades at 12% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Las Vegas Sands
Corp. is a borrower traded in the secondary market at 87.73 cents-
on-the-dollar during the week ended Friday, March 5, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 2.48
percentage points from the previous week, The Journal relates.
The Company pays 175 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 1, 2014, and carries
Moody's B3 rating and Standard & Poor's B- rating.  The debt is
one of the biggest gainers and losers among 190 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

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

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

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


LEAP WIRELESS: Net Loss Widens to $241.08-Mil. for 2009
-------------------------------------------------------
Leap Wireless International, Inc., posted wider net loss of
$241,078,000 for the year ended December 31, 2009, from a net loss
of $145,077,000 for 2008 and $71,333,000 for 2007.  Total revenues
were $2,383,162,000 for 2009 from $1,958,862,000 for 2008 and
$1,630,803,000 for 2007.

At December 31, 2009, the Company had total assets of
$5,380,697,000 against total liabilities of total liabilities of
$3,596,896,000 and redeemable noncontrolling interests of
$71,632,000, resulting in stockholder's equity of $1,712,169,000.

As of December 31, 2009, Leap had $2.750 billion in senior
indebtedness outstanding, which comprised $1.100 billion of 9.375%
unsecured senior notes due 2014, $250 million of 4.5% convertible
senior notes due 2014, $300 million of 10.0% unsecured senior
notes due 2015 and $1,100 million of 7.75% senior secured notes
due 2016.  The indentures governing Cricket's secured and
unsecured senior notes contain covenants that restrict the ability
of Leap, Cricket and the subsidiary guarantors to take certain
actions, including incurring additional indebtedness beyond
specified thresholds.

A full-text copy of Leap's annual report on Form 10-K is available
at no charge at http://ResearchArchives.com/t/s?572c

A full-text copy of Leap's earnings release is available at no
charge at http://ResearchArchives.com/t/s?572d

                        About Leap Wireless

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarily
into rural markets.  It has customers in 34 states and annual
sales around $2.3 billion, making it the seventh-largest wireless
carrier in the U.S., according to The Wall Street Journal.

                          *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the "B-" long-term corporate credit rating and
"B+" secured bank loan rating on subsidiary Cricket Communications
Inc.


LEAP WIRELESS: Registers 100,000 Shares Under 2009 Equity Plan
--------------------------------------------------------------
Leap Wireless International, Inc., filed with the Securities and
Exchange Commission a Form S-8 Registration Statement under the
Securities Act of 1933 for the offer and sale of an additional
100,000 shares of Leap common stock for issuance under the 2009
Employment Inducement Equity Incentive Plan of Leap Wireless
International, Inc., as amended.  The maximum aggregate amount of
aggregate offering price is $1,434,000.

A full-text copy of the Company's registration statement is
available at no charge at http://ResearchArchives.com/t/s?572e

                        About Leap Wireless

Headquartered in San Diego, California, Leap Wireless
International, Inc. (NASDAQ: LEAP) -- http://www.leapwireless.com/
-- and its joint ventures provide wireless services in 34 states
and the District of Columbia and hold licenses in 35 of the top 50
U.S. markets.  Through its affordable, flat-rate service plans,
Cricket offers customers a choice of unlimited voice, text, high-
speed data and mobile Web services.

Leap spun out from Qualcomm Inc. in 1998 and expanded primarily
into rural markets.  It has customers in 34 states and annual
sales around $2.3 billion, making it the seventh-largest wireless
carrier in the U.S., according to The Wall Street Journal.

At December 31, 2009, the Company had total assets of
$5,380,697,000 against total liabilities of total liabilities of
$3,596,896,000 and redeemable noncontrolling interests of
$71,632,000, resulting in stockholder's equity of $1,712,169,000.

                          *     *     *

According to the Troubled Company Reporter on April 29, 2009,
Standard & Poor's Ratings Services revised its outlook on Leap
Wireless International Inc. to positive from stable.  At the same
time, S&P affirmed its ratings on the San Diego-based wireless
carrier, including the "B-" long-term corporate credit rating and
"B+" secured bank loan rating on subsidiary Cricket Communications
Inc.


LEVEL 3 COMMS: Bank Debt Trades at 9% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Level 3
Communications, Inc., is a borrower traded in the secondary market
at 90.63 cents-on-the-dollar during the week ended Friday,
March 5, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 0.60 percentage points from the previous week, The
Journal relates.  The Company pays 225 basis points above LIBOR to
borrow under the facility.  The bank loan matures on March 1,
2014, and carries Moody's B1 rating and Standard & Poor's B+
rating.  The debt is one of the biggest gainers and losers among
190 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

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

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


LODGENET INTERACTIVE: Federated Investors Holds 14.03% Stake
------------------------------------------------------------
Federated Investors, Inc., disclosed that as of December 31, 2009,
it may be deemed to beneficially own 3,677,249 shares or roughly
14.03% of the common stock of LodgeNet Interactive Corporation.

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET) -- http://www.lodgenet.com/-- provides media and
connectivity solutions designed to meet the unique needs of
hospitality, healthcare and other guest-based businesses.
LodgeNet Interactive serves more than 1.9 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.  The Company's services include: Interactive
Television Solutions, Broadband Internet Solutions, Content
Solutions, Professional Solutions and Advertising Media Solutions.
LodgeNet Interactive Corporation owns and operates businesses
under the industry leading brands: LodgeNet, LodgeNetRX, and The
Hotel Networks.

The Company reported $508.3 million in assets and $579.3 million
in total liabilities, resulting to a $71.0 million stockholders'
deficit as of Dec. 31, 2009.

                          *     *     *

According to the Troubled Company Reporter on Sept. 30, 2009,
Moody's Investors Service upgraded LodgeNet Interactive
Corporation's speculative grade liquidity rating to SGL-3
(indicating adequate liquidity) from SGL-4 (indicating poor
liquidity) while revising the outlook for all ratings to stable
from negative.  Concurrently, Moody's also affirmed LodgeNet's B3
corporate family rating and Caa1 probability of default rating.


LODGENET INTERACTIVE: Morgan Stanley Holds De Minimis Stake
-----------------------------------------------------------
Morgan Stanley and Morgan Stanley Capital Services Inc. disclosed
that as of December 31, 2009, they may be deemed to beneficially
own 74,749 shares or roughly .3% of the common stock of LodgeNet
Interactive Corporation.

Sioux Falls, South Dakota-based LodgeNet Interactive Corporation
(Nasdaq:LNET) -- http://www.lodgenet.com/-- provides media and
connectivity solutions designed to meet the unique needs of
hospitality, healthcare and other guest-based businesses.
LodgeNet Interactive serves more than 1.9 million hotel rooms
worldwide in addition to healthcare facilities throughout the
United States.  The Company's services include: Interactive
Television Solutions, Broadband Internet Solutions, Content
Solutions, Professional Solutions and Advertising Media Solutions.
LodgeNet Interactive Corporation owns and operates businesses
under the industry leading brands: LodgeNet, LodgeNetRX, and The
Hotel Networks.

The Company reported $508.3 million in assets and $579.3 million
in total liabilities, resulting to a $71.0 million stockholders'
deficit as of Dec. 31, 2009.

                          *     *     *

According to the Troubled Company Reporter on September 30, 2009,
Moody's Investors Service upgraded LodgeNet Interactive
Corporation's speculative grade liquidity rating to SGL-3
(indicating adequate liquidity) from SGL-4 (indicating poor
liquidity) while revising the outlook for all ratings to stable
from negative.  Concurrently, Moody's also affirmed LodgeNet's B3
corporate family rating and Caa1 probability of default rating.


MCCLATCHY CO: Rebounds in 2009 with $54 Million of Net Income
-------------------------------------------------------------
The McClatchy Company reported a net income of $54.0 million for
the year ended Dec. 27, 2009, compared with $3.95 million net loss
for the same year a year ago.  Total revenue was at $1.47 billion
in fiscal 2009, compared with $1.9 billion in fiscal 2008.

The Company's balance sheet at Dec. 27, 2009, showed $3.30 billion
in total assets and $2.86 billion in total liabilities.

The Company's cash and cash equivalents were $6.2 million as of
Dec. 27, 2009.  In fiscal 2009 and fiscal 2008 all available cash
was used to pay down debt on the Company's revolving credit line
under its original credit agreement to minimize interest costs.
The Company generated $131.6 million, $194.3 million and
$356.3 million of cash from operating activities of continuing
operations in fiscal 2009, 2008 and 2007, respectively.  The
decrease in cash from operating activities in from 2007 to 2009
primarily relates to lower advertising revenues and receipts due
largely to the ongoing economic recession.

The Company did not make any voluntary contributions to its
qualified defined benefit pension plans during the last three
years.  The Company expects to make contributions to the qualified
pension plan of approximately $22.0 million in 2010.  The poor
state of the capital markets in 2008 resulted in the Company's
pension plans having investment losses in 2008, resulting in
projected benefit obligations of the qualified pension plan
exceeded plan assets by $611.2 million at the end of fiscal 2008.
As a result of strong investment returns in 2009 partially offset
by lower discount rates used to value pension obligations, the
underfunded status improved to $500.0 million as of the end of
fiscal 2009.  Required contributions in years after 2010, while
not yet known, are expected to be substantially higher than the
2010 amounts over the next seven years to eliminate the
underfunded amount.  Asset returns, the level of discount rates
and government legislation could ultimately have an impact on the
actual amount of required contributions.

The Company used $8.4 million in cash from discontinued operations
in 2009 relating primarily to income taxes paid in settlements of
open tax issues related to newspapers which were disposed.  In
fiscal 2008 the Company generated $187.6 million in cash from
discontinued operations which was primarily from a $185 million
income tax refund related to the sale of The Star Tribune Company.
The Company used the proceeds from the refund to repay debt.

In 2009, the Company used $0.1 million of cash from investing
activities primarily due to the receipt of $13.5 million in
proceeds from selling various assets and receipts, net of closing
adjustments, related to the sale of its interest in the SP
Newsprint Company.  These sources were offset by purchases of
property, plant and equipment totaling $13.6 million.  Capital
expenditures have averaged $31.9 million annually over the last
three years, and are expected to total about $20 million in 2010.

The Company generated $74.0 million of cash from investing
activities of continuing operations in fiscal 2008.  In 2008, the
Company received $63.1 million in proceeds from the sales of the
Company's interests in SP and ShopLocal, and $33.2 million in
proceeds from the sale of other assets.  These inflows were offset
by the purchase of property, plant and equipment totaling
$21.4 million.  The Company used the proceeds it received from the
sale of SP, ShopLocal and other asset sales to reduce debt.

The Company owns 10 acres of land in Miami which is currently
under contract to sell for a price of approximately $190.0 million
with after-tax net proceeds of approximately $115.0 million.  The
contract was amended on January 19, 2010, and provides for the
buyer to close the transaction by January 31, 2011.  The Company
had previously received a non refundable cash deposit of
$10 million as well as an additional non-refundable cash deposit
of $6.0 million in January 2010 in consideration for this
extension.  The deposits received were used to reduce long-term
debt.  If the buyer fails to close the transaction the Company is
entitled to a $7.0 million termination fee.  The Company wrote
down the carrying value of the land by $26.3 million in 2009.  See
an expanded discussion of this transaction in Note 4 in the
Consolidated Financial Statements.

The Company used $121.9 million to fund financing activities in
fiscal 2009.  During the second quarter of fiscal 2009, the
Company repaid $31.0 million in bonds due on April 15, 2009.  The
Company also paid an aggregate of $7.1 million in cash and related
expenses and issued $24.2 million of 15.75% senior notes due
July 15, 2014, in total consideration to retire $102.8 million in
publicly traded debt securities in its June 2009 private exchange
offer.

In fiscal 2009, the Company repaid $3.2 million of its Term A loan
under its original credit agreement, reduced its revolving bank
debt by $61 million under its original credit agreement, and paid
$5.7 million in fees to amend its original credit agreement.  The
Company also paid $14.9 million in dividends in fiscal 2009.  The
Company suspended its dividend after the payment of the first
quarter dividend in 2009.  The Company is restricted from paying
dividends after June 2009 if its leverage is greater than three
times its EBITDA.

The Company used $476.7 million of cash to fund financing
transactions in fiscal 2008.  A total of $300.9 million in cash,
including offering expenses, was used to repurchase $319.0 million
in face value of bonds and $116.9 million was used to repay bank
debt.  The Company also paid $9.7 million in financing costs
relating to amending its original credit agreement in the first
and third fiscal quarters of 2008 and paid $51.8 million in
dividends.

In 2007, cash from financing sources was primarily used to repay
bank debt, to retire $100 million in public notes which matured
and to pay $59.0 million in dividends.

While the Company expects that most of its free cash flow
generated from operations in the foreseeable future will be used
to repay debt, management believes that operating cash flow and
liquidity under its credit facilities as described below are
adequate to meet the liquidity needs of the Company, including
currently planned capital expenditures and other investments at
least for the next twelve months.

A full-text copy of the Company's annual report on Form 10-K is
available for free at http://ResearchArchives.com/t/s?5720

                       About McClatchy Company

The McClatchy Company is the third largest newspaper company in
the United States, with 30 daily newspapers, 43 non-dailies, and
direct marketing and direct mail operations.  McClatchy also
operates leading local websites in each of its markets which
extend its audience reach.  The websites offer users comprehensive
news and information, advertising, e-commerce and other services.
Together with its newspapers and direct marketing products, these
interactive operations make McClatchy the leading local media
company in each of its premium high growth markets.  McClatchy-
owned newspapers include The Miami Herald, The Sacramento Bee, the
Fort Worth Star-Telegram, The Kansas City Star, The Charlotte
Observer, and The News & Observer (Raleigh).

McClatchy also owns a portfolio of premium digital assets,
including 14.4% of CareerBuilder, the nation's largest online job
site, 25.6% of Classified Ventures, a newspaper industry
partnership that offers two of the nation's premier classified
websites: the auto website, cars.com, and the rental site,
Apartments.com and 33.3% of HomeFinder, LLC which operates the
real estate website HomeFinder.com.  McClatchy is listed on the
New York Stock Exchange under the symbol MNI.

At September 27, 2009, the Company had $3,325,395,000 in total
assets against $275,532,000 in total current assets and
$2,947,256,000 in total non-current liabilities.

                          *     *     *

Troubled Company Reporter said on Feb. 15, 2010, Moody's Investors
Service upgraded The McClatchy Company's Corporate Family Rating
to Caa1 from Caa2, Probability of Default Rating to Caa1 from
Caa2, and senior unsecured and unguaranteed note ratings to Caa2
from Caa3, concluding the review for upgrade initiated on January
27, 2010.  Moody's also assigned definitive B1 ratings to
McClatchy's $875 million senior secured notes due 2017 and the
approximate $397 million extended portion of its senior secured
credit facility, and upgraded the company's speculative-grade
liquidity rating to SGL-2 from SGL-4.  The upgrades reflect
McClatchy's improved liquidity position and reduced near-term
default risk following completion of the company's refinancing,
and its ability to stabilize EBITDA performance through
significant cost reductions.  The rating outlook is stable.

As reported by the Troubled Company Reporter on January 14, 2010,
Fitch Ratings placed The McClatchy Company's Issuer Default Rating
of 'C' on Watch Positive.  In addition, Fitch affirmed these:

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

Approximately $2 billion of debt is affected by Fitch's action.

The TCR on July 2, 2009, said Standard & Poor's Ratings Services
raised its corporate credit rating on McClatchy to 'CC' from 'SD'
(selective default).  The rating outlook is negative.  At the same
time, S&P raised its issue-level rating on each of McClatchy's
senior unsecured notes originally issued by Knight Ridder Inc. to
'C' from 'D'.  All other outstanding ratings on the company were
affirmed.

Moody's on June 29, 2009, lowered McClatchy's corporate family
rating to Caa2 from Caa1 and the probability of default rating to
Caa2/LD from Caa3 upon completion of an exchange offer of
$102.9 million of then existing senior unsecured notes for
$24.2 million of new 15.75% senior unsecured guaranteed notes due
July 2014.  At that time, Moody's also assigned a Caa1 rating
(LGD3 - 42%) to the new 2014 notes.  The PDR was subsequently
changed to Caa2 from Caa2/LD on July 2, 2009.


MEDCLEAN TECHNOLOGIES: Reports $5.4 Million Net Loss in 2009
------------------------------------------------------------
Medclean Technologies filed its annual report on Form 10-K,
showing a net loss of $5.37 million on $2.55 million of revenue
for 2009, compared with a net loss of $7.83 million on
$2.10 million of revenue for 2008.  The Company's balance sheet as
of Dec. 31, 2009, showed $1.78 million in assets, $1.76 million of
debts, and $16,140 in stockholders' equity.

Child, Van Wagoner & Bradshaw, PLLC, in Salt Lake City, expressed
substantial doubt about the Company's ability to continue as a
going concern.  The independent auditors noted that of the
Company's substantial recurring losses.

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

                  http://researcharchives.com/t/s?5730

                   About MedClean Technologies

Based in Bethel, Connecticut, MedClean Technologies, Inc.
(OTC BB: MCLN) -- http://www.medcleantechnologies.com/ --
provides services for the onsite treatment and disposal of
regulated medical waste.


MESA AIR: Citicorp Holds $25 Mil. Claim
---------------------------------------
These entities filed with the Court separate notices of their
status as substantial claimholders with respect to claims against
the Debtors in these bankruptcy cases.  The entities indicated in
their notices that they beneficially own claims against the
Debtors as of February 5, 22, and 23, 2010.

* Mustang Aviation Inc.                          $1,600
* Citicorp North America, Inc.              $25,000,000
* Aspen/Pitkin County Airport                   $41,624

Meanwhile, Robert A. Cordes filed a notice with the Court that he
has become a substantial equity holder with respect to Mesa Air
Group, Inc., equity securities.  As of February 17, 2010, he
beneficially owns 2,000 Mesa shares.

                     About Mesa Air Group

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

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

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

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


MESA AIR: NASDAQ Delists Common Stock
-------------------------------------
The common stock of Mesa Air Group, Inc., has been delisted from
the NASDAQ Stock Market.  NASDAQ said in its statement dated
February 17, 2010, that it will delist the Mesa common stock,
which was suspended on January 14, 2010, and has not traded on
the NASDAQ since its suspension.

NASDAQ filed a Form 25 with the U.S. Securities and Exchange
Commission on February 18, 2010, to complete the delisting.
According to the statement, the delisting will be effective 10
days after NASDAQ's filing with the SEC, notifying the removal of
Mesa stock from listing or registration under Section 12(b) of
the Securities Exchange Act of 1934.

                       About Mesa Air Group

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

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

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

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


METRO-GOLDWYN-MAYER: Bank Debt Trades at 40% Off
------------------------------------------------
Participations in a syndicated loan under which Metro-Goldwyn-
Mayer, Inc., is a borrower traded in the secondary market at 59.70
cents-on-the-dollar during the week ended Friday, March 5, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents a drop of 0.72
percentage points from the previous week, The Journal relates.
The Company pays 275 basis points above LIBOR to borrow under the
facility.  The bank loan matures on April 8, 2012. Moody's and
Standard & Poor's do not rate the bank debt.  The debt is one of
the biggest gainers and losers among 190 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

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

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

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


MGM MIRAGE: Inks Amended & Restated Agreement with Bank of America
------------------------------------------------------------------
MGM MIRAGE entered into Amendment and Restatement Agreement dated
February 25, 2010, to that certain Fifth Amended and Restated Loan
Agreement with MGM Grand Detroit LLC, as initial co-borrower, and
Bank of America, N.A., as administrative agent.

Under the amended agreement, the Company is permitted, subject to
certain terms and conditions, to issue not more than $850 million
of secured indebtedness to finance all or a portion of the
Required Prepayments described below.  Amendment also permits the
transfer by one of the Company's subsidiaries of its 50% ownership
interest in the Borgata Hotel Casino & Spa and related leased land
in Atlantic City, New Jersey, into a divestiture trust in
connection with constructive settlement discussions between the
Company and the New Jersey Division of Gaming Enforcement.  Any
settlement is subject to both DGE and New Jersey Casino Control
Commission approval. Amendment requires that the Company pay an
amendment fee to all lenders under the Loan Agreement.

A restatement of the Loan Agreement will become effective upon the
making the Required Prepayments and satisfaction of certain
documentary conditions, provided that these conditions occur no
later than June 30, 2010.

The Restated Loan Agreement, among other things:

   * requires the Company to make a 20% reduction in credit
     exposures of those of the Company's lenders which have agreed
     to extend their commitments, other than lenders which have
     waived the reduction;

   * subject to the making of the Required Prepayments and the
     fulfillment of certain other documentary conditions, the
     senior credit facility will be re-tranched so that
     approximately $1.4 billion of revolving loans and commitments
     will be effectively converted into term loans, leaving a
     revolving credit commitment of $2.0 billion, approximately
     $300 million of which will mature in October 2011;

   * requires the Company to repay in full the approximately
     $1.2 billion owed to lenders which have not agreed to extend
     their commitments on or before the existing maturity date in
     October 2011;

   * extends the maturity date for the remaining approximately
     $3.6 billion of the loans and lending commitments under the
     credit facility through February 21, 2014;

   * provides for extension fees and a 100 basis point increase in
     interest rate for extending lenders; and

   * continues the existing minimum EBITDA and maximum annual
     capital expenditure covenants with periodic step-ups during
     the extension period.

In addition, the Restated Loan Agreement will allow the Company to
issue unsecured debt, equity-linked and equity securities to
refinance indebtedness maturing prior to Oct. 3, 2011, and the
$1.2 billion portion of the obligations owed to non-extending
lenders.  Following repayment of such indebtedness, the repayment
of such lenders and the fulfillment of certain other documentary
conditions, the maturity of the balance of the senior credit
facility will be extended to Feb. 21, 2014, and the Restated
Loan Agreement will thereafter permit the Company to issue
unsecured debt, equity-linked and equity securities to refinance
indebtedness which matures prior to the maturity date of the
extended facilities.

However, (a) indebtedness in amounts issued in excess of
$250 million over such interim maturities requires ratable
prepayment of the credit facilities in an amount equal to 50% of
the net cash proceeds of such excess, and (b) equity amounts
issued in excess of $500 million over such interim maturities
require ratable prepayment of the credit facilities in an amount
equal to 50% of the net cash proceeds of such excess.

A full-text copy of the Amended Agreement is available for free at
http://ResearchArchives.com/t/s?5722

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM MIRAGE (NYSE: MGM) --
http://www.mgmmirage.com/-- owns and operates 16 properties
located in Nevada, Mississippi and Michigan, and has 50%
investments in four other properties in Nevada, New Jersey,
Illinois and Macau.  CityCenter, an urban metropolis on the Las
Vegas Strip scheduled to open in late 2009, is a joint venture
between MGM MIRAGE and Infinity World Development Corp, a
subsidiary of Dubai World.  MGM MIRAGE Hospitality has entered
into management agreements for future casino and non-casino
resorts throughout the world.

At September 30, 2009, MGM MIRAGE had $21.7 billion in total
assets against total current liabilities of $1.15 billion,
deferred income taxes of $3.14 billion, long-term debt of
$12.9 billion, other long-term obligations of $221.70 million;
resulting in stockholders' equity of $4.29 billion.

                         *     *     *

As reported by the Troubled Company Reporter on September 22,
2009, Moody's Investors Service affirmed MGM MIRAGE's Caa2
Corporate Family Rating and Caa3 Probability of Default Rating.
Moody's also assigned a Caa2 rating to the company's new
$475 million 11.375% senior unsecured notes due 2018.  Moody's
also affirmed MGM's SGL-4 Speculative Grade Liquidity rating.  The
rating outlook is negative.

As reported by the TCR on September 24, 2009, Fitch Ratings has
assigned a 'CCC/RR4' rating to MGM MIRAGE's $475 million 11.375%
unsecured notes due 2018.  The notes were priced at a 97.396%
discount to yield 11.875%.  The net proceeds will be used to
reduce credit facility borrowings, and also for general corporate
purposes.  The offering attempts to chip away at the company's
most significant credit hurdle: the maturity of its $5.8 billion
credit facility in 2011, which had $4.1 billion outstanding as of
June 30, 2009.


MICHAELS STORES: Bank Debt Trades at 9% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Michaels Stores,
Inc., is a borrower traded in the secondary market at 90.77 cents-
on-the-dollar during the week ended Friday, March 5, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.80
percentage points from the previous week, The Journal relates.
The Company pays 225 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Oct. 31, 2013, and carries
Moody's B3 rating and Standard & Poor's B rating.  The debt is one
of the biggest gainers and losers among 190 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Headquartered in Irving, Texas, Michaels Stores, Inc., is the
largest arts and crafts specialty retailer in North America.  As
of March 9, 2009, the Company operated 1,105 "Michaels" retail
stores in the United States and Canada and 161 Aaron Brothers
Stores.


MIDWEST BANC: Inks Exchange Agreement with U.S. Dept. Treasury
--------------------------------------------------------------
Midwest Banc Holdings Inc. entered into an exchange agreement with
the United States Department of the Treasury pursuant to which the
U.S. Treasury agreed to exchange all shares of the Company's Fixed
Rate Cumulative Perpetual Preferred Stock, Series T it owns,
having an aggregate approximate liquidation preference of
$84.8 million, plus approximately $4.5 million in unpaid dividends
on such preferred stock, for a new series of Fixed Rate Cumulative
Mandatorily Convertible Preferred Stock, Series G with a like
liquidation preference.

The New Preferred Stock will have the same dividend rate as the
Series T preferred stock, namely a dividend rate of 5% per annum
from the issue date to February 15, 2014, and 9% per annum
thereafter.

Each share of New Preferred Stock will be convertible into
approximately 528 shares of common stock of the Company, subject
to any required anti-dilution adjustments.  If the U.S. Treasury
were to convert all of the approximately $89.3 million in
liquidation preference of the New Preferred Stock, the Company
would be required to issue approximately 47.1 million shares of
its common stock, subject to any required anti-dilution
adjustments.

Under the terms of the Exchange Agreement, the U.S. Treasury has
the authority to convert the New Preferred Stock into the
Company's common stock at any time.  In addition, the Company can
compel a conversion of the New Preferred Stock into common stock,
subject to the following conditions:

   * the Company receives appropriate approvals from the Federal
     Reserve;

   * approximately $78.8 million principal amount of the Company's
     senior and subordinated debt shall have been previously
     converted into common stock on terms acceptable to the U.S.
     Treasury in its sole discretion;

   * the Company shall have completed a new cash equity raise of
     not less than $125 million on terms acceptable to the U.S.
     Treasury in its sole discretion; and

   * the Company has made the anti-dilution adjustments to the New
     Preferred Stock, if any.

Unless earlier converted, the New Preferred Stock will convert
automatically into shares of the Company's common stock on the
seventh anniversary of the issuance of the New Preferred Stock.
As part of the terms of the Exchange, the Company also agreed to
amend and restate the terms of the U.S. Treasury's warrant, dated
December 5, 2008, to purchase 4,282,020 shares of common stock, in
order to adjust the conversion price to be consistent with the
conversion price applicable to the New Preferred Stock.  The
Exchange remains subject to certain customary closing conditions.

                        Going Concern Doubt

According to the Troubled Company Reporter on Aug. 17, 2009,
Midwest Banc Holdings, Inc., said in its quarterly report for the
period ended June 30, 2009, that there is substantial doubt about
its ability to continue as a going concern.  The Company decided
not to make the principal payment, suspend the dividend on its
Series A Preferred Stock and defer the dividends on its Series T
preferred stock and interest payments on its trust preferred
securities, to retain cash and preserve liquidity and capital at
the holding company.  The revolving line of credit matured on
July 3, 2009, and the Company did not pay to the lender all of the
aggregate outstanding principal on the revolving line of credit.

A full-text copy of the Exchange Agreement is available for free
at http://ResearchArchives.com/t/s?56ff

                         About Midwest Banc

Midwest Banc Holdings, Inc. (NASDAQ:MBHI) is a community-based
bank holding company.  Through its wholly-owned subsidiaries, the
Company provides a range of services, including traditional
banking services, personal and corporate trust services, and
insurance brokerage and retail securities brokerage services.  The
Company's principal operating subsidiary is Midwest Bank and Trust
Company, an Illinois state bank that operates 27 banking centers
in the Chicago metropolitan area. The Company operates in the
community banking business segment, providing a range of services
to individual and corporate customers.


MOMENTIVE PERFORMANCE: Bank Debt Trades at 8% Off
-------------------------------------------------
Participations in a syndicated loan under which Momentive
Performance Materials, Inc., is a borrower traded in the secondary
market at 91.69 cents-on-the-dollar during the week ended Friday,
March 5, 2010, according to data compiled by Loan Pricing Corp.
and reported in The Wall Street Journal.  This represents an
increase of 0.56 percentage points from the previous week, The
Journal relates.  The Company pays 250 basis points above LIBOR to
borrow under the facility.  The bank loan matures on Dec. 5, 2013,
and carries Moody's B1 rating and Standard & Poor's CCC+ rating.
The debt is one of the biggest gainers and losers among 190 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Momentive Performance Materials, Inc., is a producer of silicones
and silicone derivatives, and is engaged in the development and
manufacture of products derived from quartz and specialty
ceramics.  As of Dec. 31, 2008, the Company had 25 production
sites located worldwide, which allows it to produce the majority
of its products locally in the Americas, Europe and Asia.
Momentive's customers include companies in industries, such as
Procter & Gamble, 3M, Goodyear, Unilever, Saint Gobain, Motorola,
L'Oreal, BASF, The Home Depot and Lowe's.

As of June 28, 2009, Momentive had $3.41 billion in total assets
on $3.96 billion in total liabilities, resulting in $551.8 billion
in stockholders' deficit.

The Troubled Company Reporter said September 28, 2009, that
Standard & Poor's Ratings Services placed all its ratings on
Momentive Performance Materials and its subsidiaries on
CreditWatch with positive implications, including the 'CCC-'
corporate credit rating on Momentive Performance Materials.  S&P
believes it is likely that the waiver, together with improving
operating performance, significantly reduces the likelihood of a
near-term covenant breach.  Quarterly EBITDA has been climbing
steadily since reaching a low of about $15 million (as calculated
for bank covenant purposes) in the first quarter of 2009.  It was
$64 million in the second quarter, and management expects it to be
between $84 million and $94 million in the third quarter.


MOVIE GALLERY: Asks Court to Hold FMS in Contempt of Court
----------------------------------------------------------
Movie Gallery Inc. and its units ask Judge Douglas O. Tice Jr. of
the United States Bankruptcy Court for the Eastern District of
Virginia, Richmond Division, to hold Fred Meyers Stores in
contempt for its violation of the automatic stay under Section 362
of the Bankruptcy Code.

According to Jeremy S. Williams, Esq., at Kutak Rock LLP, in
Richmond, Virginia, the Debtors and FMS are parties to six retail
lease agreements, which govern the terms of the Debtors' use and
occupation of six non-residential properties located in Portland,
Oregon area.

On January 8, 2010, FMS allegedly sent the Debtors a letter
informing them that they were past due on the January rent.  On
January 27, 2010, FMS sent a second letter requesting the Debtors
to vacate the Stores immediately.

On January 30, February 1 and February 2, 2010, FMS proceeded to
change the locks of five Stores and has denied the Debtors the
use of and access to the Stores and the Debtors' personal
property located in the stores since those dates, Mr. Williams
said.

To recall, the Debtors filed their Chapter 11 petition with the
Bankruptcy Court on February 2, 2010.

On February 5, 2010, the Debtors received a letter from FMS in
which FMS asserted, among others, that it is asserting an
administrative claim for "storage fees" in an amount exactly
equal to prepetition rent for the "storage" of the Debtors'
property at the Stores.

FMS has violated the automatic stay provisions of Section 362,
and is, thus, subject to contempt for its actions, Mr. Williams
asserts.

The FMS leases are property of the estate, Mr. Williams avers.
Neither the contractual language of the Leases, FMS' actions nor
any provisions of Oregon law has resulted in the termination of
the Leases despite the fact that FMS may have temporarily
interrupted the Debtors' immediate possessory interest through
unilateral self-help.  Because the Leases have not been
terminated, they are property of the estate and actions affecting
the property are subject to the automatic stay, he stresses.

Under ordinary contract principles, the "failure of a party to
perform its part of the contract does not per se rescind it," Mr.
Williams clarifies.

Mr. Williams adds that under Oregon rule, even if the Debtors
defaulted under the terms of the Lease, the Lease has not been
terminated and remains a valid assumable agreement under Section
365 of the Bankruptcy Code.  In this instance, he says, the Lease
remains an unexpired lease of non-residential real property which
is part of the estate.  Failure to allow the Debtors to exercise
their rights in connection with the Leases, including use and
access of the Stores, is a violation of the automatic stay, he
maintains.

FMS has willfully violated the automatic stay by refusing to
provide access to the Debtors despite repeated requests, Mr.
Williams points out.  For this reason, FMS ask the Court to find
FMS in contempt and held liable for actual and punitive damages
which represent among others, other losses, the amount of lost
sales, and damage to goodwill, and compel FMS to provide the
Debtors access to the Stores, Mr. Williams asserts.

                          FMS Responds

FMS asks the Court to deny the Debtors' request, contending that
(1) it has not been served with the Motion as required by the
Bankruptcy Rules, and it has not had adequate time to respond;
and (2) the Debtors have no legal right to use or occupy the
premises from which they have been lawfully evicted prepetition.

Charles L. Williams, Esq., at Butler Williams & Skilling, P.C. in
Richmond, Virginia, tells the Court that pursuant to the terms of
the Leases, the Debtors' base rent on the premises is due on the
first day of each month.  On January 8, 2010, FMS sent notice to
the Debtors stating that they had failed to make timely payment
of the January 2010 rental payments on the Leases and demanded
that payments be made by January 20, 2010, to avoid further
action.

On January 25 and 27, 2010 -- more than 10 days after the lease
payments were due and seven days after the period for curing a
default had expired -- FMS sent courtesy notices to the Debtors
for four of the sites, stating that it had "terminated all of the
tenant's rights under the Lease to occupy the premises" and
requested that the Debtors immediately vacate the premises.
Courtesy notices of termination are not required under the terms
of the Leases or Oregon law, Mr. Williams points out.

Because the Debtors cannot prove that they have any right to
occupy the premises from which they have been lawfully evicted,
they cannot maintain that FMS is withholding or controlling
property of the estate in violation of the stay, Mr. Williams
argues.

Similarly, FMS asks the Court to deny the Debtors' request for
actual and punitive damages because (i) FMS has not violated the
stay order, (ii) the damages are not appropriate because any
actual damages are the result of the Debtors' own failure to
prevent the prepetition termination of their tenancies by making
timely rent payments and (iii) their decision to reopen the
stores in order to conduct going-out-of-business sales will cost
far more than moving any remaining inventory to another location
for liquidation.

The Court will convene a hearing to consider the Debtors' Motion
on March 8, 2010, at 10:00 a.m.  The hearing was previously
scheduled for Feb.3, then adjourned to Feb. 22.

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on Feb. 3, 2009
(Bankr. E.D. Va. Case No. 10-30696).  Attorneys at Sonnenschein
Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in
their second restructuring effort.  Kurtzman Carson Consultants
serves as claims and notice agent.

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


MOVIE GALLERY: FacilitySource Ordered to Release Funds
------------------------------------------------------
At the behest of Movie Gallery Inc. and its units, the Court
directed FacilitySource, Inc., to disburse contractor funds and
other amounts that the Debtors transferred to FacilitySource for
payment of contractors' prepetition claims.

The Court also directed FacilitySource to disburse the Contractor
Funds without the risk of FacilitySource incurring any liability
for avoidance actions under Section 550 of the Bankruptcy Code.

Kimberly A. Pierro, Esq., at Kutak Rock LLP, in Richmond,
Virginia, related that the Debtors and FacilitySource are parties
to an agreement dated April 29, 2009, whereby FacilitySource
manages and makes payment to third party contractors for various
facility maintenance services for multiple retail locations of
the Debtors.

FacilitySource coordinates and engages for the benefit of the
Debtors, contractors and other vendors to perform repairs and
other work for the Debtors' retail stores located throughout the
United States.  As part of this process, FacilitySource acts as a
conduit for receiving payment from the Debtors and passing the
funds through to the contractors for payment for the work
performed.

Pursuant to the Parties' Agreement, payments to FacilitySource
for invoices, for any materials, trade services or sub-contractor
vendor provided by FacilitySource to the Debtors will be due and
payable via wire transfer in full within 21 days, Ms. Pierro
said.  FacilitySource will then remit payment to the applicable
vendors within five days after receipt of payment from the
Debtors, she noted.

Ms. Pierro clarifies that these payments are separate and apart
from the fees that the Debtors pay FacilitySource for its
management services.  These fees are solely for payment to third
party vendors for services provided at retail facilities.  During
the Petition Date, FacilitySource was managing approximately 138
Contractors for the Debtors' facility maintenance, she said.

Based on the nature of the work and services provided by the
Contractors, the Debtors believe that the Contractors are capable
of perfecting or maybe capable of perfecting liens for the
amounts that they are owed, Ms. Pierro stressed.

Prior to the Petition Date, the Debtors made a $660,608 payment
to FacilitySource to pay the Contractors for services performed
in November and December of 2009.  However, FacilitySource has
not yet disbursed the Contractor Funds to the Contractors, Ms.
Pierro told the Court.

The Debtors anticipate making additional payments pursuant to the
Agreement for prepetition facility maintenance services, Ms.
Pierro said.

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on Feb. 3, 2009
(Bankr. E.D. Va. Case No. 10-30696).  Attorneys at Sonnenschein
Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in
their second restructuring effort.  Kurtzman Carson Consultants
serves as claims and notice agent.

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


MOVIE GALLERY: Has Final Approval for Cash Collateral Access
------------------------------------------------------------
Judge Douglas O. Tice Jr. of the United States Bankruptcy Court
for the Eastern District of Virginia, Richmond Division
authorized, on a final basis, effective as of February 25, 2010,
Movie Gallery, Inc., and its debtor-affiliates to use the
prepetition lenders' cash collateral within the six months after
the Chapter 11 petition date.

The lenders under the prepetition first lien revolving credit
facility and the prepetition first lien term credit facility share
a joint first lien on substantially all of the assets of the
Debtors, including their cash on hand.

The prepetition administrative agents have consented to the use of
cash collateral.  The consent will terminate on the date (i) the
Requisite Lenders under the Prepetition First Lien Revolving
Credit Agreement or the Requisite Lenders under the Prepetition
First Lien Term Credit Agreement, as applicable, give to the
Debtors notice that an Event of Default has occurred and is
continuing or (ii) the Court terminates the Debtors' right to use
the Cash Collateral.

An Event of Default includes:

(a) the Debtors' failure to make any Adequate Protection
     payment or other payment to a Prepetition Secured Party as
     and when required by the Final Order, subject to three
     business days notice and cure by the Debtors within three
     business days;

(b) within 180 calendar days after the Petition Date, the
     Debtors fail to either (1) (i) file with the Court either a
     Chapter 11 plan that is reasonably acceptable to the number
     and amount of Prepetition First Lien Revolver Secured
     Parties and their claims necessary for the class of claims
     to accept the plan under Section 1126(c) of the Bankruptcy
     Code and (ii) within 270 days of the Petition Date obtain
     confirmation of a plan; or (2) to file a motion,
     acceptable in form and substance to the Requisite
     Lenders under the Prepetition First Lien Revolving Credit
     Facility and the Requisite Lenders under the Prepetition
     First Lien Term Credit Facility in their reasonable
     discretion, seeking approval of bidding and auction
     procedures in connection with the sale of substantially all
     of the Debtors' assets under Section 363 of the Bankruptcy
     Code;

(c) if the Debtors file a motion seeking approval of bidding
     and auction procedures in connection with the sale of
     substantially all of the Debtors' assets under Section 363
     of the Bankruptcy Code, and an order granting the motion
     and authorization for the Prepetition Secured Parties
     to credit bid their claims is not entered by the Court
     within 45 days of the filing of the motion;

(d) the Debtors' removal of Corliss & Moore as their chief
     restructuring officer, or any other entity acting as CRO,
     and the CRO is not replaced with a CRO reasonably
     acceptable to the Requisite Lenders under both Prepetition
     Credit Agreements within three business days of the
     Removal.

On the Termination Date, the Debtors' right to use the Cash
Collateral will terminate automatically, unless at least two
business days prior to the scheduled Termination Date, the
Debtors' have filed a motion seeking approval of the right to
continue to use Cash Collateral on terms not less favorable to
the Prepetition Secured Parties and seeking an emergency hearing
on the motion, in which case the Debtors' right to use Cash
Collateral continue until the entry of an order granting or
denying the Debtors' motion.

The Cash Collateral will be used for general corporate purposes
and costs and expenses related to the Debtors' Chapter 11 Cases
in accordance with the terms of the Final Order and Budget.  A
full-text copy of the approved Monthly Cash Balance and 13-Week-
Budget is also available for free at:

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

The Cash Collateral Order provides, among others things, that:

(a) On the first Monday following the 30th day after the
     Petition Date and every Monday thereafter until
     the time as the Prepetition First Lien Revolver Secured
     Parties have received $45,000,000 in principal payments
     under the Prepetition First Lien Revolving Credit Facility,
     the Debtors will pay to the Prepetition First Lien Revolver
     Administrative Agent for application to outstanding
     principal under the Prepetition First Lien Revolving Credit
     Facility an amount equal to the amount by which the
     Debtors' combined cash on deposit in the Debtors' bank
     concentration accounts at the close of business on the
     immediately preceding Friday exceeded $60,000,000.  To the
     extent the Debtors' combined cash on hand or on deposit
     other than the Concentration Cash exceeds $5,000,000 on the
     Weekly Determination Date, that cash will be deemed to be
     Concentration Cash for purposes of determining the amount
     of Concentration Cash as of the Weekly Determination Date.
     Any amounts so repaid may not be re-borrowed.

(b) The Debtors will maintain and utilize their ordinary course
      prepetition cash management system, practices, and
      policies, including as related to existing bank accounts,
      subject to any subsequent Court order requiring otherwise.

Prior to the receipt by the Revolver Lenders of $45,000,000 in
principal payments, if an Event of Default occurs and the
Requisite Lenders under the Prepetition First Lien Revolving
Credit Agreement have not given the Debtors notice of the
occurrence of an Event of Default, then the Prepetition First
Lien Term Secured Parties may file a motion with the Court
requesting that the Debtors' right to use the Cash Collateral be
terminated.

Judge Tice directed the Debtors to promptly provide notice to the
Prepetition Secured Parties, with a copy to counsel for the
Committee and the United States Trustee, of the occurrence of any
Event of Default.

As adequate protection for the aggregate Diminutions in Value,
the Prepetition Joint Collateral Agent, on behalf of itself and
the other Prepetition Secured Parties, and the Prepetition Second
Lien Agent, on behalf of itself and the other Prepetition Second
Lien Term Secured Parties, are granted:

(a) Adequate Protection Liens;
(b) Superpriority Claims;
(c) Periodic Cash Payments; and
(e) Adequate Protection Obligations.

The Adequate Protection Liens, the Prepetition Liens, the
Prepetition First Lien Secured Obligations, and the Superpriority
Claims will be subordinate and subject only to the Permitted
Liens and the payment -- the Carve-Out -- of these expenses:

    (i) all fees required to be paid to the Clerk of the
        Bankruptcy Court and to the Office of the United States
        Trustee under Section 1930(a) of title 28 of the United
        States Code;

   (ii) fees and expenses incurred by the Debtors and the
        Committee in respect of compensation for services
        rendered or reimbursement of expenses allowed by the
        Bankruptcy Court to the Debtors' or the Committee's
        professionals or to the members of the Committee, in
        each case incurred prior to the delivery of a Carve-Out
        Notice, but in no event in excess of the amounts
        allocated for the Professionals in the Budget;

  (iii) after the delivery of a Carve-Out Notice, an amount not
        exceeding $3,000,000, to pay, any fees or expenses
        incurred following the delivery of the Carve-Out Notice
        by the Debtors and the Committee in respect of
        compensation for services rendered or reimbursement of
        expenses allowed by the Bankruptcy Court to the Debtors,
        the Committee, and their respective Professionals; and

   (iv) all reasonable fees and expenses incurred by a trustee
        appointed pursuant to Section 726(b) of the Bankruptcy
        Code in an amount not exceeding $100,000 in the
        aggregate.

Judge Tice prohibited the Debtors, at all times before the
Termination Date from (i) using the Adequate Protection
Collateral or the Prepetition Collateral including the Cash
Collateral and (ii) applying to any court for an order
authorizing the use of the Adequate Protection Collateral or the
Prepetition Collateral, including the Cash Collateral.

Judge Tice further held that:

* Nothing in the Final Order will prohibit the Debtors from
   seeking Court approval of (A) the use of Cash Collateral
   after the Termination Date; or (B) debtor-in-possession
   financing if:

    (1) within five business days of the Debtors' written
        request, the Prepetition Secured Parties and the Debtors
        have not reached agreement in principle on the terms of
        DIP financing to be provided by any Prepetition Secured
        Parties, or

    (2) within seven business days of that request, the
        Prepetition Secured Parties and the Debtors have not
        filed a joint motion seeking approval of a definitive
        agreement for financing.

* Except as permitted under the Final Order, the order
   Authorizing "going out of business" sales at certain of the
   Debtors' stores and the Budget, the Debtors will not dispose
   of any of their assets outside of the ordinary course of
   business.

A full-text copy of the Final Cash Collateral Order is available
for free at http://bankrupt.com/misc/MG_Order_CashCollateral.pdf

Prior to the Court's entry of its Final Order, these parties
objected to the Debtors' request to use prepetition cash
collateral:

  1. Developers Diversified Realty Corporation,
     Weingarten Realty Investors, Regency Centers, LP, and Jones
     Lang Lasalle Americas, Inc.

  2. Sywest Development, Passco Real Estate Enterprises, and
     The Macerich Company

  3. Deutsche Bank Trust Company Americas

  4. Chesapeake Square Associates, LLC, Surry Plaza Associates,
     LLC, Tri-County Associates, LLC, Bluefield (Ridgeview) WMS,
     LLC and Princeton (East River) WMS, LLC

  5. the Official Committee of Unsecured Creditors

The Parties argued, among other things, that the Debtors failed
to timely pay their postpetition rent obligations, adding that if
the lenders and Debtors are not able or willing to pay the
postpetition costs of the liquidation of the lenders' collateral,
the Cash Collateral Motion should be denied because it violates
the priority scheme and specific provisions of the Bankruptcy
Code and offends basic principles of law and equity.

The Court held, however, that all objections to the Motion to the
extent not withdrawn or resolved, are overruled.

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on Feb. 3, 2009
(Bankr. E.D. Va. Case No. 10-30696).  Attorneys at Sonnenschein
Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in
their second restructuring effort.  Kurtzman Carson Consultants
serves as claims and notice agent.

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


MOVIE GALLERY: To Close Three Stores in Florida
-----------------------------------------------
Movie Gallery is closing three of its Hollywood Video stores in
Florida in the next two months.  According to nwfdailynews.com,
the three stores are among the 760 Movie Gallery, Hollywood Video
and Game Crazy unprofitable stores the company has decided to
close as part of the company's restructuring efforts.

The Crestview store is scheduled to end its operations in March
while its counterpart in Pace will close by April 1.  The company
has not given a definite date when it will close its store in
Mary Esther.  Liquidation sales are ongoing on these three
stores, nwfdailynews.com said.

Other Movie Gallery stores in Crestview, Destin, Milton and
DeFuniak Springs will continue to operate, the report said.

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc., is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on Feb. 3, 2009
(Bankr. E.D. Va. Case No. 10-30696).  Attorneys at Sonnenschein
Nath & Rosenthal LLP and Kutak Rock LLP represent the Debtors in
their second restructuring effort.  Kurtzman Carson Consultants
serves as claims and notice agent.

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


MYLAN INC: Moody's Upgrades Corporate Family Rating to 'Ba3'
------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Mylan Inc.
including the Corporate Family Rating to Ba3 from B1 and the
senior secured bank rating to Ba2 from Ba3.  At the same time,
Moody's affirmed Mylan's SGL-1 Speculative Grade Liquidity Rating.
Following this rating action, the rating outlook remains positive.

The upgrade of Mylan's ratings reflects good operating
performance, steady debt reduction, and the expectation that
positive performance trends will continue.

"As a generics-focused pharmaceutical company Mylan enjoys good
growth prospects based on a robust global pipeline and the
benefits of vertical integration and cost synergies," stated
Moody's Senior Vice President Michael Levesque.

"If Mylan can continue steady performance and further reduce its
financial leverage, an additional upgrade could occur within the
next 12 to 18 months," continued Mr. Levesque.

Mylan's Ba3 ratings reflect its solid #3 global industry position
and its good prospects for growth in earnings and cash flow.
Favorable prospects result from positive generic industry
fundamentals as well as Mylan's ability to leverage its global
footprint and strong pipeline.  These strengths are offset by
higher financial leverage than industry peers, with Debt/EBITDA of
approximately 4.3x as of December 31, 2009 (using Moody's
adjustments), CFO/Debt of 13% and FCF/Debt of 7%.

The rating outlook remains positive indicating the potential for
further upward rating action over the next 12 to 18 months.  An
upgrade could occur if Moody's believes Mylan can comfortably
sustain key cash flow to debt ratios at the mid to upper ends of
Moody's "Ba" ranges for pharmaceutical companies.  These ranges
include Debt/EBITDA of 2.5x to 3.75x, CFO/Debt of 15% to 22.5%,
and FCF/Debt of 10% to 15%.

For additional information please refer to Moody's updated Credit
Opinion on Mylan Inc. available on www.moodys.com.

Ratings upgraded:

  -- Corporate Family Rating to Ba3 from B1

  -- Probability of Default Rating to Ba3 from B1

  -- Senior sec.  revolving credit facility of $750 million due
     2013 to Ba2 (LGD3, 37% from Ba3 (LGD3, 36%)

  -- Senior sec.  Term Loan A due 2013 to Ba2 (LGD3, 37% from Ba3
     (LGD3, 36%)

  -- Senior sec.  Term Loan B due 2014 to Ba2 (LGD3, 37% from Ba3
     (LGD3, 36%)

Rating affirmed:

  -- Speculative Grade Liquidity Rating at SGL-1

Moody's does not rate Mylan's convertible notes of $600 million
due 2012, the $575 million convertible notes due 2015, or the
mandatory convertible preferred stock due 2010.

Moody's last rating action on Mylan took place on May 18, 2009,
when Moody's revised the rating outlook to positive from stable
and upgraded the Speculative Grade Liquidity Rating to SGL-1 from
SGL-2.

Headquartered in Canonsburg, Pennsylvania, Mylan Inc. is a
specialty pharmaceutical company.  In 2009 Mylan reported total
revenues of approximately $5.1 billion.


NEIMAN MARCUS: Bank Debt Trades at 9% Off in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Neiman Marcus
Group, Inc., is a borrower traded in the secondary market at 91.27
cents-on-the-dollar during the week ended Friday, March 5, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.56
percentage points from the previous week, The Journal relates.
The Company pays 200 basis points above LIBOR to borrow under the
facility.  The bank loan matures on April 6, 2013, and carries
Moody's B3 rating and Standard & Poor's BB- rating.  The debt is
one of the biggest gainers and losers among 190 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Neiman Marcus Group, Inc., headquartered in Dallas, Texas,
operates 40 Neiman Marcus stores, 2 Bergdorf Goodman stores, 27
clearance centers, and a direct business.  Total revenues are
about $3.9 billion.

The Company carries a 'Caa1' Corporate Family Rating and 'Caa1'
Probability of Default Rating from Moody's Investors Service.


NIELSEN COMPANY: Bank Debt Trades at 6% Off in Secondary Market
---------------------------------------------------------------
Participations in a syndicated loan under which Nielsen Company is
a borrower traded in the secondary market at 94.02 cents-on-the-
dollar during the week ended Friday, March 5, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents drop of 0.60 percentage points
from the previous week, The Journal relates.  The Company pays 225
basis points above LIBOR to borrow under the facility.  The bank
loan matures on Aug. 2013, and carries Moody's Ba3 rating and
Standard & Poor's B+ rating.  The debt is one of the biggest
gainers and losers among 190 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Active in approximately 100 countries, with headquarters in
Haarlem, The Netherlands and New York, USA, The Nielsen Company
B.V. is a global information and media company.

Nielsen Company carries a 'B2' long term corporate family rating
from Moody's, 'B' issuer credit rating from standard & Poor's, and
'B' issuer default rating from Fitch.


NICOLE ENERGY: Judge Hoffman Declines to Disqualify Himself
-----------------------------------------------------------
WestLaw reports that disqualification motions filed in the four
separate bankruptcy cases of the debtor entities by the debtors'
principal set forth no facts and described no acts that, on any
objective basis, would have reflected a personal bias on the part
of the bankruptcy judge, or led a reasonable person to call into
question the judge's impartiality.  Accordingly, the Ohio
bankruptcy court denied the motions.  The motions contained no
allegations of personal animosity and no examples of personal
attacks against the movant or discrimination against African-
American or pro se parties.  The matters alleged to constitute
bias stemmed from legal rulings made by the judge during the
course of the Chapter 11 case.  The judge's ruling that a
functioning creditors committee existed was not tantamount to
fraud, as alleged by the movant, but was affirmed on appeal.  The
movant's contention that the court approved an asset purchase
agreement due to bias was unsupported.  The court, moreover, based
its denial of the movant's request for a stay pending appeal on
the legal standard for that relief, not on the movant's race or
pro se status.  Finally, although the movant complained that the
court failed to give him legal advice and failed to inform him of
his and the debtors' rights, the court's proper role was not to
give legal advice to any party, represented or not.  In re Nicole
Energy Services, Inc., --- B.R. ----, 2010 WL 668639 (Bankr. S.D.
Ohio) (Hoffman, J.).

Nicole Energy Services, Inc., based in Westerville, Ohio, provides
natural gas, electric power & energy management.  Columbia Gas
affiliates filed an involuntary chapter 7 petition (Bankr. S.D.
Ohio Case No. 03-67484) against Nicole Energy in 2003, and the
company filed a voluntary chapter 11 petition (Bankr. S.D Ohio
Case No. 04-53678) on March 12, 2004.  Jay W. Maynard, Esq., in
Worthington, Ohio, filed the voluntary petition.  The Debtor's
chapter 11 petition estimated less than $50,000 in assets and
between $1 million and $10 million in debts at the time of the
filing.  After the debtor filed its voluntary Chapter 11 petition,
it moved to dismiss the Chapter 7 case.  The Court determined that
the case should proceed under Chapter 11, but that the appropriate
filing date was the date the involuntary petition was filed.  On
April 26, 2004, the Columbia Gas Entities moved for the
appointment of a Chapter 11 trustee, or in the alternative, for
conversion of the case to a case under Chapter 7.  On August 18,
2004, the Columbia Entities, Duquesne Light Company and the Debotr
agreed to the appointment of a Chapter 11 trustee, and Larry J.
McClatchey was appointed as the Chapter 11 trustee by order
entered October 8, 2004.

Nicole Energy Marketing, Inc., Nicole Gas Marketing, Inc., and
Nicole Gas Production Ltd., are also in bankruptcy (Bankr. S.D.
Ohio Case Nos. 09-52884, 0952885 and 09-52887), following the
filing of involuntary chapter 7 petitions on March 23, 2009, and
the court's entry of orders for relief in those cases on May 4,
2009.  Frederick L. Ransier serves as the Chapter 7 Trustee in
these three cases.

On November 14, 2005, Mr. McClatchey sued (Bankr. S.D. Ohio Adv.
Pro. No. 05-2602) Freddie L. Fulson; Nicole Energy Marketing,
Inc.; Nicole Gas Marketing, Inc.; Nicole Gas Production, Ltd.;
Synaversa Energy Services, Inc.; Synaversa, Ltd.; and Seaburyson
Properties, Ltd.  The complaint seeks substantive consolidation of
the assets and liabilities of the Fulson Entities with NES, an
accounting, and an order avoiding and recovering certain alleged
fraudulent and preferential transfers between NES and one or more
of the defendants, or in the alternative, a money judgment.  As
reported in the Troubled Company Reporter on May 25, 2009, the
Fulson Entities' move to withdraw the reference was denied.
Prosecution of the adversary proceeding against the three Chapter
7 Debtors is now stayed by their bankruptcy filings, while
prosecution as to Mr. Fulson; Synaversa Energy Services, Inc.;
Synaversa Ltd. and Seaburyson Properties, Ltd. is not stayed, the
nature of the relief sought makes it impractical to proceed
against fewer than all defendants, and no action has been taken in
connection with the adversary proceeding since 2008.

NES and NEM assert breach-of-contract and negligence claims
against one or more of the Columbia Entities.  On July 15, 2005,
following protracted litigation, the Bankruptcy Court remanded
NES's and NEM's lawsuit to state court.

In October 2006, Mr. McClatchey entered into an asset purchase
agreement that provided for the sale of the bankruptcy estate's
interest in the claims asserted in the state court litigation
against certain Columbia Entities and sought competing bids.  No
competing bids were submitted, but Mr. Fulson and other Nicole
Entities filed objections to the sale, and a three-day hearing on
Mr. McClatchey's motion for approval of the APA was conducted in
May 2007.  Following post-hearing briefing, the Court issued a
lengthy memorandum opinion approving the sale.  The Court's order
approving the sale was upheld on appeal.  Mr. McClatchey sought to
distribute the sale proceeds by way of a motion, but Mr. Fulson
objected to that approach, and the Court ruled that Mr. McClatchey
could not distribute the proceeds without either obtaining
confirmation of a Chapter 11 liquidating plan or converting the
NES case to Chapter 7, based on the teaching in Dep't of Taxation
v. Swallen's, Inc. (In re Swallen's, Inc.), 269 B.R. 634, 639
(Bankr. B.A.P. 6th Cir. 2001) ("We simply cannot find a basis in
the Bankruptcy Code for permitting, over objections by interested
parties, a distribution to creditors of all the assets in a
Chapter 11 case absent a confirmed Chapter 11 plan.")  Mr.
McClatchey then filed a liquidating plan.  That plan was confirmed
by this Court on September 9, 2009, following a hearing at which
Mr. Fulson was permitted to cross-examine Mr. McClatchey.


NLP ACQUISITION: Section 341(a) Meeting Scheduled for April 19
--------------------------------------------------------------
The U.S. Trustee for Region 9 will convene a meeting of creditors
in NLP Acquisition Limited Partnership's Chapter 11 case on April
19, 2010, at 10:00 a.m.  The meeting will be held at Frank T Bow
Fed Building, 201 Cleveland Ave SW, Basement B-13, Canton, OH
44702.

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.

North Canton, Ohio-based NLP Acquisition Limited Partnership filed
for Chapter 11 bankruptcy protection on February 24, 2010 (Bankr.
N.D. Ohio Case No. 10-60613).  Patrick J. Keating, Esq., at
Buckingham, Doolittle & Burroughs LLP, 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.


NLP ACQUISITION: Taps Buckingham Doolittle as Bankruptcy Counsel
----------------------------------------------------------------
NLP Acquisition Limited Partnership, et al., have asked for
authorization from the U.S. Bankruptcy Court for the Northern
District of Ohio to employ Buckingham, Doolittle & Burroughs, LLP,
as bankruptcy counsel.

BDB will, among other things:

     a. prepare necessary and appropriate applications, motions,
        pleadings, notices, schedules and other documents required
        or permitted to be filed with the Court in the Debtors'
        Chapter 11 cases;

     b. review financial and other reports to be filed and advise
        the Debtors and preparing responses to applications,
        motions, pleadings or other paper as required or permitted
        to be filed in the Debtors' Chapter 11 cases;

     c. advise the Debtors and assist in the negotiation and
        documentation of the refinancing or sale of the Debtors'
        assets, debt and lease restructuring, executor contract
        and unexpired lease assumptions, assignments or
        rejections, and related transactions; and

     d. review the nature and validity of liens asserted against
        the Debtors' property and advise the Debtors concerning
        the enforceability of the liens.

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

        Partners                   $200-$465
        Associates                 $160-$330
        Paralegals                 $105-$220

Patrick J. Keating, a shareholder and principal at BDB, assures
the Court that the firm is "disinterested" as that term is defined
in Section 101(14) of the Bankruptcy Code.

North Canton, Ohio-based NLP Acquisition Limited Partnership filed
for Chapter 11 bankruptcy protection on February 24, 2010 (Bankr.
N.D. Ohio Case No. 10-60613).  The Company listed $1,000,001 to
$10,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


NORTEL NETWORKS: ASM Capital Continues to Buy Claims
----------------------------------------------------
The Office of the Clerk of the Bankruptcy Court recorded 10
notices of transfers of claims, aggregating more than
$5.8 million, in the Debtors' Chapter 11 cases for the period from
February 2 to 26, 2010.  They are:

                                              Claim     Claim
Transferee            Transferor              Number    Amount
----------            ----------              ------  ----------
ASM Capital III L.P.  California Software      1356     $992,155
                       Laboratories

                       American Furukawa Inc.   4531     $117,300

ASM Capital L.P.      American Furukawa Inc.   4544      $51,000

                       Gladeck & Associates LLC  N/A       $4,000

                       Digital Lightwave         N/A      $23,635

                       Acme Packet Inc.         4455     $472,812

Blue Heron Micro      Welch Consulting           --      $14,572
Opportunities Fund                               --      $38,919

United States Debt    Macadamian Technologies  1162   $1,291,998
Recovery III LP       Inc.

                       Telrad Networks          2560   $2,857,588

                       About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


NORTEL NETWORKS: Jefferies Okayed to Assume More Responsibilities
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Nortel Network's
cases obtained permission from the U.S. Bankruptcy Court to expand
the scope of services of its investment banker, Jefferies &
Company Inc.

The Creditors Committee wants Jefferies' role expanded to include
these additional responsibilities:

  (1) Extensive interfacing with various bidders;

  (2) Serving as a primary point of contact for various bidders;

  (3) Directly negotiating with bidders on the structure of bids
      and process issues;

  (4) Providing extensive feedback on proposals, deal terms and
      negotiation dynamics to both the Debtors and certain
      bidders;

  (5) Providing considerable securities valuation analysis; and

  (6) Extensive bidder, transaction structure and pro-forma
      business plan due diligence.

In connection with the proposed expanded services, the Creditors
Committee asks the Court to approve the proposed modification to
the terms of the firm's compensation structure.  The modified
terms are:

  (1) Pursuant to the original application, Jefferies' monthly
      fee was to be reduced from $250,000 to $200,000 on and
      after June 1, 2009.  As modified, the monthly fee will
      remain at $250,000 until February 1, 2010, at which time
      the monthly fee will be reduced to $200,000; provided that
      the Creditors Committee will have the right to extend the
      date on which the monthly fee is reduced to $200,000 to a
      date that occurs after February 1, 2010, pursuant to a
      unanimous vote of the members of the Creditor Committee.

  (2) Pursuant to the original application, 50% of the monthly
      fees actually paid to Jefferies in excess of $2.6 million
      were to be credited against the transaction fee payable to
      the firm.  As modified, 50% of the monthly fees paid to
      Jefferies for services rendered on and after August 1,
      2010, will be credited against the transaction fee payable
      to the firm; provided that the Creditors Committee will
      have the right to extend the period during which monthly
      fees are not creditable against the transaction fee
      payable to Jefferies to a date that occurs after August 1,
      2010, pursuant to a unanimous vote of the members of the
      Creditors Committee.

  (3) Should Jefferies be asked to produce an expert report or
      otherwise provide expert testimony in the form of
      deposition or live testimony in connection with the
      Debtors' cases, the firm and the Creditors Committee will
      determine a mutually agreeable fee based on the scope of
      services for the requested expert work.  In no instance
      will expert fees exceed $150,000 for any discrete matter
      in which testimony is not provided; $500,000 for any
      discrete matter under any circumstances; and $2,000,000 in
      aggregate fees for expert work performed in the Debtors'
      cases.

                       About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


NORTEL NETWORKS: Proposes LinkLaters as U.K. Counsel
----------------------------------------------------
Nortel Networks Inc. and its affiliated debtors seek Bankruptcy
Court approval to employ Linklaters LLP, as their U.K. counsel,
effective January 26, 2010.

The Debtors tapped the services of Linklaters in light of the
proofs of claim that were filed against NNI and some of its
affiliates by the Board of the Pension Protection Fund.

NNUK Pension Trust serves as trustee of the pension scheme of
Nortel Networks UK Ltd. while the PPF Board manages U.K.'s
Pension Protection Fund.

The amount of claim asserted by the Pension Trustee and the PPF
Board has not yet been determined.  It is, however, believed to
be over GBP2.1 billion, which is the estimated NNUK's pension
scheme deficit as of January 13, 2009.

"Linklaters' resources and capabilities are crucial to the multi-
jurisdictional issues confronting the Debtors' success including
asserted potential pension obligations under U.K. law," says the
Debtors' counsel, Ann Cordo, Esq., at Morris Nichols Arsht &
Tunnell LLP, in Wilmington, Delaware.

"The services of Linklaters are necessary and essential to enable
the Debtors to defend the claims of the trustee and the PPF," Ms.
Cordo says in court papers.

As the Debtors' U.K. counsel, Linklaters will be tasked to
provide advice to the Debtors about U.K. law and other legal
services in connection with the alleged pension obligations and
the proofs of claim filed by the Pension Trustee and the PPF.

Linklaters will be paid for its services on an hourly basis and
will also be reimbursed of its necessary and reasonable expenses.
The firm's hourly rates are:

      Partners                  GBP650
      Counsel                   GBP600
      Managing Associates       GBP550
      Associates                GBP465
      Trainee Solicitors        GBP280
      Paralegals                GBP125

The Debtors will also be charged of fees and expenses of Paul
Newman QC and James Walmsley of Wilberforce Chambers, the
barristers instructed by Linklaters to represent NNI and Nortel
Networks (CALA) Inc. in their Chapter 11 cases or to defend their
rights under U.K. law.  The hourly rates of Messrs. Newman and
Walmsley are GBP500 and GBP175, respectively.

In a declaration filed with the Court, Mark Blyth, Esq., a
partner at Linklaters, assures the Court that his firm does not
have interests adverse to the interest of the Debtors or their
creditors.  He asserts that Linklaters is a "disinterested
person" as the term is defined under Section 101(14) of the
Bankruptcy Code.

                       About Nortel Networks

Nortel Networks (OTCBB:NRTLQ) -- http://www.nortel.com/--
delivers communications capabilities that make the promise of
Business Made Simple a reality for the Company's customers.  The
Company's next-generation technologies, for both service provider
and enterprise networks, support multimedia and business-critical
applications.  Nortel's technologies are designed to help
eliminate the barriers to efficiency, speed and performance by
simplifying networks and connecting people to the information they
need, when they need it.

Nortel Networks Corp., Nortel Networks Inc., and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.

The Monitor sought recognition of the CCAA Proceedings in the U.S.
by filing a bankruptcy petition under Chapter 15 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10164).  Mary Caloway,
Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney
PC, in Wilmington, Delaware, serves as the Chapter 15 petitioner's
counsel.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

Certain of Nortel's European subsidiaries also made consequential
filings for creditor protection.  The Nortel Companies related in
a press release that Nortel Networks UK Limited and certain
subsidiaries of the Nortel group incorporated in the EMEA region
have each obtained an administration order from the English High
Court of Justice under the Insolvency Act 1986.  The applications
were made by the EMEA Subsidiaries under the provisions of the
European Union's Council Regulation (EC) No. 1346/2000 on
Insolvency Proceedings and on the basis that each EMEA
Subsidiary's centre of main interests is in England.  Under the
terms of the orders, representatives of Ernst & Young LLP have
been appointed as administrators of each of the EMEA Companies and
will continue to manage the EMEA Companies and operate their
businesses under the jurisdiction of the English Court and in
accordance with the applicable provisions of the Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated have material operations and are not part of the
bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of US$11.6 billion and consolidated
liabilities of US$11.8 billion.  The Nortel Companies' U.S.
businesses are primarily conducted through Nortel Networks Inc.,
which is the parent of majority of the U.S. Nortel Companies.  As
of September 30, 2008, NNI had assets of about US$9 billion and
liabilities of US$3.2 billion, which do not include NNI's
guarantee of some or all of the Nortel Companies' about
US$4.2 billion of unsecured public debt.

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


NPS PHARMACEUTICALS: Morgan Stanley Holds 4.8% of Common Stock
--------------------------------------------------------------
Morgan Stanley and Morgan Stanley Capital Services Inc. disclosed
that as of December 31, 2009, they may be deemed to beneficially
own 2,341,954 shares or roughly 4.8% of the common stock of NPS
Pharmaceuticals Inc.

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The Company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.

At September 30, 2009, the Company had $154,654,000 in total
assets, including $22,226,000 in cash and cash equivalents,
against $377,021,000 in total liabilities, resulting in
$222,367,000 in stockholders' deficit.


NPS PHARMACEUTICALS: OrbiMed Holds 8.92% of Common Stock
--------------------------------------------------------
OrbiMed Advisors LLC; OrbiMed Capital LLC; and Samuel D. Isaly
disclosed that as of December 31, 2009, they may be deemed to
beneficially own in the aggregate 4,319,000 shares or roughly
8.92% of the common stock of NPS Pharmaceuticals Inc.

OrbiMed Advisors LLC and OrbiMed Capital LLC hold shares on behalf
of Eaton Vance Worldwide Health Sciences (2,385,000 shares), Eaton
Vance Emerald Worldwide Health Sciences (39,000 shares), Eaton
Vance Variable Trust (45,000 shares), and Finsbury Worldwide
Pharmaceutical Trust (1,850,000 shares).

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The Company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.

At September 30, 2009, the Company had $154,654,000 in total
assets, including $22,226,000 in cash and cash equivalents,
against $377,021,000 in total liabilities, resulting in
$222,367,000 in stockholders' deficit.


NPS PHARMACEUTICALS: Renaissance Tech Holds 5.65% of Common Stock
-----------------------------------------------------------------
Renaissance Technologies LLC and James H. Simons disclosed that as
of December 31, 2009, they may be deemed to beneficially own
2,734,880 shares or roughly 5.65% of the common stock of NPS
Pharmaceuticals Inc.

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The Company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.

At September 30, 2009, the Company had $154,654,000 in total
assets, including $22,226,000 in cash and cash equivalents,
against $377,021,000 in total liabilities, resulting in
$222,367,000 in stockholders' deficit.


NPS PHARMACEUTICALS: Visium Holds 9.04% of Common Stock
-------------------------------------------------------
Visium Balanced Master Fund, LTD, Visium Asset Management, LP, JG
Asset, LLC, and Jacob Gottlieb disclosed that as of December 31,
2009, they may be deemed to beneficially own 4,378,563 shares or
roughly 9.04% of the common stock of NPS Pharmaceuticals Inc.

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The Company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.

At September 30, 2009, the Company had $154,654,000 in total
assets, including $22,226,000 in cash and cash equivalents,
against $377,021,000 in total liabilities, resulting in
$222,367,000 in stockholders' deficit.


OCCUPATIONAL & MEDICAL: Retractable Wins Permanent Injunction
-------------------------------------------------------------
Retractable Technologies, Inc. (AMEX: RVP) said that a final
judgment and permanent injunction were entered March 4, 2010, in
the litigation of Retractable Technologies, Inc. v. OMI
(Occupational & Medical Innovations Limited, an Australian
company).

On December 18, 2009, the jury delivered a verdict in favor of
Retractable in its patent infringement and misappropriation of
trade secrets lawsuit against OMI. The Court ordered that
Retractable recover damages and prejudgment interest from OMI
based on OMI's misappropriation of trade secrets in the amount of
$3,153,575. In addition, the Court entered a permanent injunction
enjoining OMI, its manufacturers, distributors and service
providers from infringing Retractable's Patent Number 6,572,584,
by making, importing, selling, or using any of OMI's syringes in
the United States and its territories.  The permanent injunction
was effective at 12:00 noon, Central Time, on March 4, 2010.

                 About Retractable Technologies

Retractable manufactures and markets safety medical products,
principally VanishPoint(R) automated retraction safety syringes,
automated retraction blood collection devices, and automated
retraction I.V. catheters, that virtually eliminate healthcare
worker exposure to accidental needlestick injuries. These
revolutionary devices use patented technology that causes the
contaminated needle to retract automatically, a feature that is
designed to prevent both accidental needlestick injury and device
reuse.  Retractable also manufactures and markets Patient Safe(R)
syringes that are uniquely designed to reduce the risk of
bloodstream infections resulting from catheter hub contamination.
Patient's Safe unique luer guard reduces the risk of luer tip
contact contamination and the risk of contamination of intravenous
fluid.

                   About Occupational & Medical

Occupational & Medical is an Australia-based developer of safety
products for the health-care industry.

OMI is undergoing insolvency proceedings in Australia.  It is
seeking from the U.S. Bankruptcy Court recognition of the
Australian proceedings as a foreign main proceeding under Chapter
15 of the Bankruptcy Code.  A hearing on the request is scheduled
for March 18.

Occupational & Medical Innovations Ltd. filed a Chapter 15
petition in Tyler, Texas (Bankr. E.D. Tex. Case No. 10-60181).
It said assets are less than $10 million while debt exceeds $100
million.  Chapter 15 allows a non-U.S. debtor to seek a stay of
creditor actions against it in the U.S. while it reorganizes
abroad.

OMI had been embroiled in litigation before the U.S. District
Court, Eastern District of Texas, Tyler Division, involving
alleged patent infringement by OMI of Retractable Technologies,
Inc. patent involving retractable syringes.  A trial was had on
December 14 through 17th, 2009, with a jury verdict in favor of
RTI being rendered on December 18, 2009.

                  OMI's Restructuring Plan

As to the Australian proceedings, on February 19, 2010, OMI's
administrators received a "Proposal for a Deed of Company
Arrangement from AssistMed (Australia) Pty. Ltd."  In it,
AssistMed Pty., Ltd., proposes to take a 51% equity stake in OMI
in exchange for payment of all secured creditors, employee
entitlements, and costs of administration.  Unsecured creditors
will receive either payment or stock in the recapitalized company.
The administrators will schedule a second meeting of creditors to
obtain approvals for the arrangement in the next couple of weeks,
and anticipate that some time in early April the arrangement will
be approved.  The administrators believe that this arrangement
will likely be approved by the creditors.


ORLEANS HOMEBUILDERS: Gets Interim OK to Obtain $11MM Financing
---------------------------------------------------------------
Orleans Homebuilders, Inc., has received the approval of the U.S.
Bankruptcy Court for the District of Delaware on several key
motions that will allow the continued operation of its
homebuilding and management services operations.  The Court gave
interim approval for up to $26 million of the Company's
$40 million debtor-in-possession (DIP) financing line, including
up to $11 million of cash funding and up to $15 million of letters
of credit.  The Company intends to use the proceeds of the
financing for, among other things, its ordinary course business
expenses.

The Court approved the Company's motions to pay prepetition
employee wage and benefit charges, as well as motions to maintain
the Company's existing cash management systems and to use its cash
collateral.  The Court also approved the Company's motions for the
continuation of the Mortgage Plus Program and home warranty
programs, and approved payment of prepetition amounts owed to
homeowners' and condo associations.  Finally, the Court approved a
motion to honor prepetition claims for certain critical vendors,
among other items.

Orleans Homebuilders, Inc. -- aka FPA Corporation, OHB, Parker &
Lancaster, Masterpiece Homes, Realen Homes and Orleans --
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.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Delaware Case No. 10-10684).  Cahill Gordon &
Reindell LLP is the Debtor's bankruptcy and restructuring counsel.
Curtis S. Miller, Esq., and Robert J. Dehney, Esq., at Morris,
Nichols, Arsht & Tunnell, are the Debtor's Delaware and
restructuring counsel.  Blank Rome LLP is the Debtor's special
corporate counsel.  Garden City Group Inc. is the Debtor's claims
and notice agent.  The Company estimated assets and debts at
$100,000,001 to $500,000,000.


OVB LLC: Files for Bankruptcy to Protection to Avert Foreclosure
----------------------------------------------------------------
Rebecca Logan at FayObserver.com notes OVB LLC and Camellia
Parke LLC made a voluntary filing under Chapter 11 of the U.S.
Bankruptcy Code to avert a foreclosure auction of three parcels in
a shopping center near Pinehurst.  OVB LLC and Camellia Parke LLC
owns a village.


PHILADELPHIA NEWSPAPERS: Pleads for Chance to Probe Recordings
--------------------------------------------------------------
Law360 reports that Philadelphia Newspapers LLC has renewed its
efforts to win permission to hire a law firm to investigate
unauthorized recordings of confidential prepetition meetings
between the company and senior secured lenders, arguing that it
could complete the probe before confirmation if all the parties
cooperate.

Philadelphia Newspapers -- http://www.philly.com/-- owns and
operates numerous print and online publications in the
Philadelphia market, including the Philadelphia Inquirer, the
Philadelphia Daily News, several community newspapers, the
region's number one local Web site, philly.com, and a number of
related online products. The Company's flagship publications are
the Inquirer, the third oldest newspaper in the country and the
winner of numerous Pulitzer Prizes and other journalistic
recognitions, and the Daily News.

Philadelphia Newspapers and its debtor-affiliates filed for
Chapter 11 bankruptcy protection on February 22, 2008 (Bankr. E.D.
Pa. Case No. 09-11204).  Mark K. Thomas, Esq., and Paul V.
Possinger, Esq., at PROSKAUER ROSE LLP in Chicago, Illinois; and
Lawrence G. McMichael, Esq., Christie Callahan Comerford, Esq.,
and Anne M. Aaronson, Esq., at DILWORTH PAXSON LLP, in
Philadelphia, Pennsylvania, serve as bankruptcy counsel.  The
Debtors' financial advisor is Jefferies & Company Inc.  The Garden
City Group, Inc., serves as claims and notice agent.

Ben Logan, Esq., at O'MELVENY & MYERS LLP in Los Angeles,
California; and Gary Schildhorn, Esq., at ECKERT SEAMANS CHERIN &
MELLOTT, LLC in Philadelphia, represent the Official Committee of
Unsecured Creditors.  Fred S. Hodara, Esq., Abid Qureshi, Esq.,
and Alexis Freeman, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP in
New York, represent the Steering Group of Prepetition Secured
Lenders.

Philadelphia Newspapers listed assets and debts of $100 million to
$500 million in its bankruptcy petition.


PRIME GROUP: Board Approves Sale of Chicago Property
----------------------------------------------------
Prime Group Realty Trust said that its Board of Trustees approved
the sale of 180 North LaSalle Street, Chicago, Illinois, from the
subsidiary of the Company that owns the Property to 180 N. LaSalle
Realty LLC, an entity indirectly controlled by Mr. Michael
Silberberg of Nanuet, New York.  The parties entered into a
purchase and sale agreement that became effective on Feb. 25,
2010.

The gross purchase price for the Property is $72.25 million,
subject to customary pro-rations, credits and adjustments.  The
closing of the sale is conditioned upon the existing first
mortgage lender consenting to the assumption of the Property's
existing debt by the Purchaser, unless the Purchaser notifies the
Seller that the Purchaser has elected not to assume the existing
debt and will instead obtain new financing for the acquisition.
The Purchaser has deposited $4.0 million in escrow to secure its
obligation to purchase the Property, which is nonrefundable except
upon:

   * the failure of the first mortgage lender to consent to the
     assumption of the existing debt by the Purchaser; or

   * the occurrence of certain other customary events, such as a
     default by the Seller or the failure of the Seller to deliver
     certain satisfactory tenant estoppel certificates.

The Company currently estimates that after closing adjustments and
costs, the Seller will receive net proceeds of approximately
$12.46 million.  The Seller's estimated GAAP gain on the sale is
approximately $1.8 million.

It is currently contemplated that the closing will occur in May or
June 2010.  In the event that the Purchaser defaults on its
obligation to purchase the Property, the Seller's sole remedy is
to receive the Earnest Money as liquidated damages.

In addition, the Company also announced that two of its
subsidiaries, each of which own separate portions of the
Continental Towers Complex in Rolling Meadows Illinois, are in
default under their respective first mortgage loans encumbering
the Complex.  Continental Towers, L.L.C., a subsidiary of the
Company, is the owner of Tower I, Tower III and the Commercium at
the Continental Towers Complex.  The CT Property is currently
encumbered by a first mortgage loan from CWCapital LLC in the
principal amount of $73.6 million.  A separate subsidiary of the
Company, Continental Towers Associates III, LLC, is the owner of
Tower II at the Continental Towers Complex. The CTA III Property
is currently encumbered by a first mortgage loan from Lender in
the principal amount of $41.4 million.

On Feb. 26, 2010, CTA III informed the Lender that it is in
default under the CTA III Loan because the cash flow from the CTA
III Property is not sufficient to pay the required escrows and
debt service payments on the CTA III Loan. On the same day, CT LLC
acknowledged to the Lender that the CT Loan is in default because
it is cross-defaulted with the CTA III Loan.

CTA III and CT LLC are currently in discussions with the Lender
regarding the foregoing.

Pursuant to the terms of each loan, upon the occurrence of a
default the Lender may accelerate both loans and declare the
obligations immediately due and payable.  However, the CT Loan and
the CTA III Loan are non-recourse to their respective borrowers,
subject to customary non-recourse carve-outs, including but not
limited to, certain environmental matters, fraud, waste,
misapplication of funds, various special purpose entity covenants,
the filing of a voluntary bankruptcy and other similar matters,
which non-recourse carve-outs have been guaranteed by the
Company's operating partnership, Prime Group Realty, L.P.  The
Company is currently not aware of the occurrence of any event that
would constitute a non-recourse carve-out on either loan.

                  About Prime Group Realty Trust

Based in Chicago, Illinois, Prime Group Realty Trust (NYSE:
PGEPRB) -- http://www.pgrt.com/-- is a fully-integrated, self-
administered, and self-managed real estate investment trust which
owns, manages, leases, develops, and redevelops office and
industrial real estate, primarily in metropolitan Chicago.  The
Company owns 7 office properties containing an aggregate of
3.2 million net rentable square feet and a joint venture interest
in one office property comprised of 101,000 net rentable square
feet.  The Company leases and manages 3.3 million square feet
comprising all of its wholly owned properties.  In addition, the
Company is the asset and development manager for a 1.1 million
square foot office building located at 1407 Broadway Avenue in New
York.

                            *     *     *

As reported by the Troubled Company Reporter on December 15, 2009,
Prime Group Realty Trust said the Company's Board of Trustees has
determined not to declare a quarterly distribution on its Series B
Preferred Shares for the fourth quarter of 2009, and that the
Board is unable to determine when the Company might recommence
distributions on the Series B Preferred Shares.

According to the Troubled Company Reporter on March 3, 2010, Two
of Prime Group Realty Trust's subsidiaries, each of which own
separate portions of the Continental Towers Complex in Rolling
Meadows, Illinois, are in default under their first mortgage loans
encumbering the Complex. Continental Towers, L.L.C., a subsidiary
of the Company, is the owner of Tower I, Tower III and the
Commercium at the Continental Towers Complex.  The CT Property is
encumbered by a first mortgage loan from CWCapital LLC in the
principal amount of $73.6 million.


PRIMUS TELECOM: Reports $16.4 Million Net Income in Q4 2009
-----------------------------------------------------------
Primus Telecommunications Group, Inc., disclosed Thursday its
financial results for the quarter and full year ended Dec. 31,
2009.

Net income was $16.4 million, or $1.71 per basic and $1.67 per
diluted common share for the fourth quarter 2009, compared to a
net loss of $15.2 million, or $(1.58) per basic and diluted common
share, in the prior quarter and a net loss of $35.3 million, or
$(0.25) per basic and diluted share in the year-ago quarter.

For the fourth quarter 2009, net revenue was $216.4 million;
Adjusted EBITDA was $23.1 million; and Free Cash Flow was
$2.7 million.  On a combined basis for the full year 2009, net
revenue was $815.6 million; Adjusted EBITDA was $84.3 million; and
Free Cash Flow was $27.9 million.

"Our fourth quarter results conclude a year of improved Adjusted
EBITDA and positive Free Cash Flow," said K. Paul Singh, Chairman
and Chief Executive Officer.  On a combined basis for the full
year 2009, Adjusted EBITDA was $84.3 million representing a 28.0%
increase over the prior year, and Free Cash Flow was
$27.9 million.  In the fourth quarter we successfully completed a
$130 million debt refinancing which extended former 2011 debt
maturities to 2016, subject to certain conditions.  Net revenue
from high margin Growth Services - which include broadband, data,
data center, retail VoIP, on-net local and wireless services - as
a percentage of total retail net revenue, continues to rise,
reaching 43%, up from 42% in the third quarter and 38% a year ago.
Additionally, the rate of decline of retail net revenue continued
to slow again this quarter.

"In 2010, we expect continuation of a challenging global economic
environment with an overall weak demand outlook for residential
and commercial telecom spending.  In this macro economic and
competitive environment our priorities for 2010 will focus on
implementing further operational and productivity improvements to
enhance the financial performance of our existing businesses.  We
will continue to make additional marketing investments, in a
prudent manner, to support our revenue mix shift toward broadband,
data hosting and hosted IP-PBX services.  Our objective is to
generate stable Adjusted EBITDA and Free Cash Flow in 2010
concluded Singh.

              Fourth Quarter 2009 Financial Results

Net revenue of $216.4 million increased $8.4 million, or 4.1%,
from $207.9 million in the third quarter of 2009.  Exclusive of a
favorable $9.2 million currency effect, net revenue decreased
roughly $800,000, or 0.4%, from the third quarter of 2009.  This
sequential decrease, exclusive of the currency effect, was
comprised of a decline of $1.6 million in retail revenues and
growth of roughly $800,000 in wholesale revenue.  The $1.6 million
decline in retail revenue, exclusive of currency, reflects
continued improvement from the decline of $2.2 million and
$5.3 million experienced in the third and second quarters of 2009,
respectively.  Growth Services net revenue was 43% of retail
revenue in the fourth quarter, as compared to 42% in the prior
quarter.  On a year-over-year basis, fourth quarter net revenue
increased $13.1 million, or 6.4%.  Exclusive of a favorable
$30.0 million currency effect, net revenue decreased
$16.9 million, or 8.3% from the fourth quarter a year ago.

Net revenue less cost of revenue was $74.0 million, or 34.2% of
net revenue, compared to $71.9 million, or 34.6% of net revenue,
in the prior quarter and $67.2 million, or 33.1% of net revenue,
in the year-ago quarter.  The sequential margin percentage decline
reflects the loss of high margin traditional voice and dial-up
internet services partially offset by cost reductions.  The year-
over-year margin percentage increase reflects both a shift in
product mix from lower margin wholesale revenue and cost reduction
actions.

Selling, general and administrative (SG&A) expense was
$51.8 million, or 23.9% of net revenue, compared to $51.1 million,
or 24.6% of net revenue in the prior quarter, and $52.1 million,
or 25.6% of net revenue, in the year-ago quarter.  The roughly
$700,000 sequential increase in SG&A expense is comprised of a
$2.4 million increase from foreign currency and a $1.7 million
decrease from operating expenses.  The year-over-year roughly
$300,000 decrease in SG&A reflects a $7.5 million increase from
foreign currency translation and a $7.8 million decrease in
virtually all categories of expense, with the exception of
advertising, and is reflective of the Company's cost reduction
actions over the past year.

Income from operations was $2.7 million compared to $0.6 million
in the prior quarter.  Depreciation and amortization expense was
$19.5 million as compared to $20.0 million in the third quarter of
2009.

Adjusted EBITDA was $23.1 million, or 10.7% of net revenue,
compared to $21.0 million, or 10.1% of net revenue, in the prior
quarter and $15.2 million, or 7.5% of net revenue, in the year-ago
quarter.

Interest expense was $8.6 million, a decrease of roughly $200,000
from $8.8 million in the prior quarter and a $3.7 million decrease
from $12.3 million in the year-ago quarter.  The year-over-year
decrease is attributable to a reduction in the Company's level of
indebtedness as a result of the Company's financial restructuring.

The Company is currently finalizing the impact on its results of
various matters that relate to income taxes.  Therefore, certain
figures presented in this press release, may, depending on the
finalization of certain income tax matters, differ from those that
will be presented in the Company's Form 10-K for the year ended
December 31, 2009.

          Balance Sheet, Liquidity and Capital Resources

PRIMUS ended the fourth quarter 2009 with $42.5 million in
unrestricted cash and cash equivalents up from $41.9 million at
September 30, 2009.  Cash uses during the quarter were comprised
of $10.6 million for interest, $5.5 million in capital
expenditures, $3.5 million for debt refinancing and capital lease
amortization payments, $2.4 million for working capital and
$1.5 million for previously accrued reorganization costs.  These
uses were offset by $23.1 million of Adjusted EBITDA and
$1.0 million from currency movements.

The principal amount of PRIMUS' long-term debt obligations as of
December 31, 2009, was $259.5 million.

Free Cash Flow for the fourth quarter 2009 was $2.7 million
compared to $9.1 million in the prior quarter and negative
$601,000 in the year-ago quarter.

                         Debt Refinancing

On December 22, 2009, the Company completed a $130.0 million Unit
Offering consisting of senior secured notes of PRIMUS
Telecommunications Holding, Inc. and PRIMUS Telecommunications
Canada, Inc. due 2016, subject to certain conditions.  Proceeds of
the offering were used to retire the existing $94.8 million senior
secured term loan facility and the $27.0 million Canadian credit
facility due February and May 2011, respectively.

"During the quarter, we accomplished our most important near-term
objective, completing our debt refinancing that extended our 2011
debt maturities to 2016, subject to certain conditions, and
increased our financial flexibility," said Thomas R. Kloster,
Chief Financial Officer.  "We also completed initiatives to reduce
$10 million in annualized costs which partially benefited our
fourth quarter results and will further benefit 2010 results.
Capital expenditures in the fourth quarter were $5.5 million, with
over 90% focused on Growth Services in our primary markets,
bringing capital expenditures for the year to $15.1 million.  Free
Cash Flow in the quarter was $2.7 million and we ended the year
with $42.5 million in unrestricted cash and cash equivalents.

"Having accomplished our key 2009 financial objectives, for 2010
we are focused on generating stable Adjusted EBITDA and Free Cash
Flow," concluded Mr. Kloster.

                      Full Year 2009 Results

Net revenue was $815.6 million for the year ended December 31,
2009 compared to $895.9 million for year ended December 31, 2008.
Adjusted EBITDA was $84.3 million for the year ended December 31,
2009 compared to $65.8 million for the year ended December 31,
2008.

                         Balance Sheet

The Company's consolidated balance sheet showed $579.3 million in
assets, $478.8 million in total liabilities, and $100.6 million in
total stockholders' equity.

The Company also reported $147.9 million in and $159.9 million in
current liabilities, for a working capital deficit of
$12.0 million.

A full-text copy of the press release is available at:

               http://researcharchives.com/t/s?5735

                 About PRIMUS Telecommunications

PRIMUS Telecommunications Group, Incorporated (OTC BB: PMUG)
-- http://www.primustel.com/-- is a facilities-based integrated
global communications services provider offering international and
domestic voice, voice-over-Internet protocol (VoIP), Internet,
wireless, data and hosting services to business and residential
retail customers and other carriers located primarily in the
United States, Canada, Australia, Brazil the United Kingdom and
certain countries in western Europe.  PRIMUS provides services
over its global network of owned and leased transmission
facilities, including approximately 500 points-of-presence (POPs)
throughout the world, ownership interests in undersea fiber optic
cable systems, 18 carrier-grade international gateway and domestic
switches, and a variety of operating relationships that allow it
to deliver traffic worldwide.  Founded in 1994, PRIMUS is based in
McLean, Virginia.

The Company and four its affiliates filed for Chapter 11
protection on March 16, 2009 (Bankr. D. Del. Lead Case No.
09-10867).  George N. Panagakis, Esq., and T Kellan Grant, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, in Chicago, are the
Debtors' proposed counsel.  Davis L. Wright, Esq., Eric M. Davis,
Esq., and Anthony Clark, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Wilmington, Delaware, are the Debtors' proposed local
counsel.  The Debtor proposed CRT Investment Banking LLC as
financial adviser and investment banker.  When the Debtors filed
for protection from their creditors, they listed assets between
$100 million and $500 million, and debts between $500 million and
$1 billion.

The Debtors filed their proposed plan of reorganization together
with their bankruptcy petitions on March 16, 2009.  An amended
reorganization plan was filed April 27, 2009 and the final plan
was filed on June 12, 2009.  Primus has implemented its Chapter 11
reorganization plan.  Primus' Chapter 11 plan was confirmed by the
U.S. Bankruptcy Court for the District of Delaware on June 12,
2009.

                          *     *     *

As reported in the Troubled Company Reporter on December 8, 2009,
Standard & Poor's Rating Services assigned its 'B-' corporate
credit rating to Primus Telecommunications Group Inc.  S&P also
assigned 'B' issue-level and '2' recovery ratings to an
aggregate $130 million of debt expected to be issued by two Primus
units: Primus Telecommunications Holding Inc.'s $85 million senior
secured notes due 2016 and Primus Telecommunications Canada Inc.'s
$45 million senior secured notes due 2016.  The '2' recovery
rating indicates expectations for substantial (70%-90%) recovery
of principal in the event of payment default.

At the same time S&P assigned its 'CCC+' issue-level and '5'
recovery ratings to unit Primus Telecommunications IHC Inc.'s
existing $123 million senior secured subordinated notes due 2013.
The '5' recovery rating on the notes indicates expectations for
modest (10%-30%) recovery in the event of payment default.
Outstanding debt, pro forma for the new notes, will be
approximately $260 million, not adjusted for operating leases.
Primus emerged from Chapter 11 bankruptcy on July 1, 2009, having
discharged over half of its pre-petition debt.


RENAISSANCE RESIDENTIAL: Bookkeeper Defined as a Professional
-------------------------------------------------------------
WestLaw reports that postpetition services provided by a
bookkeeper for the Chapter 11 debtor-in-possession were
"professional" in nature, and so, if the DIP intended to employ
the bookkeeper for these services, it should have applied for the
bookkeeper's retention under 11 U.S.C. Sec. 327, the section of
the Bankruptcy Code governing the employment of professional
persons.  The categories of services at issue included
establishment of a "program to reduce losses to condominium
values," "post-petition bankruptcy support work," and "assistance
with the evidentiary hearing on the Debtor's use of cash
collateral," the bankruptcy court noted.  These services went
beyond the bookkeeper's routine prepetition bookkeeping services,
which were already separately provided for in the DIP's operating
budget.  The services in question were of an accounting, legal,
and consulting nature, and they were directed toward
administration of the estate.  The tasks, moreover, required some
degree of professional judgment, discretion, skill, or training.
The court rejected the DIP's argument that the services were
"normal course activities" that fell within Sec. 1108.  In re
Renaissance Residential of Countryside, LLC, --- B.R. ----, 2010
WL 675527 (Bankr. N.D. Ill.) (Squires, J.).

"[W]hen in doubt," Judge Squires says, "a prudent professional
should seek to be retained under Sec. 327 in order to be paid for
the services rendered."  Slip op. at 7.  Judge Squires also says
he won't entertain any request for retroactive compensation to the
bookkeeping firm.

          About Renaissance Residential of Countryside

Palatine, Illinois-based Renaissance Residential of Countryside,
LLC, is a developer and owner of a residential condominium
conversion project in Palatine, Ill., known as The Woods at
Countryside.  The Woods consists of 719 one- and two-bedroom
residential condominium units.  The company filed for Chapter
11 protection (Bankr. N.D. Ill. Case No. 09-31460) on Aug. 26,
2009.  Richard H. Fimoff, Esq., at Robbins, Salomon & Patt
Ltd., represents the Debtor in its restructuring effort.  In
its petition, the Debtor estimated $50,000,001 to $100,000,000
in assets and $10,000,001 to $50,000,000 in debts.


RENEW ENERGY: Creditors Oppose Chapter 7 Conversion
---------------------------------------------------
Law360 reports that two banks and a group of creditors are
battling a push by the receiver for Renew Energy LLC's chief
unsecured creditor to convert the case to a Chapter 7 liquidation
- a result they say could be drastic for them and would undo
months of progress toward their own liquidation plan.

Headquartered in Jefferson, Wisconsin, Renew Energy LLC --
http://www.renewenergyllc.com/-- operates an ethanol plant
facility.  The Company filed for Chapter 11 on January 30, 2009
(Bankr. W.D. Wis. Case No. 09-10491).  Christopher Combest, Esq.,
at Quarles & Brady LLP, represents the Debtor in its restructuring
efforts.  William T. Neary, the United States Trustee for Region
11, appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  The Debtor disclosed $188,953,970 in total
assets and $194,410,573 in total debts.


REVLON CONSUMER: S&P Assigns 'B+' Rating on $800 Mil. Loan
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings on Revlon Consumer Products Corp.'s (B/Positive/-
-) proposed new $800 million senior secured term loan facility.
The issue-level rating on the proposed debt is 'B+' (one notch
above the corporate credit rating).  The recovery rating on the
debt is '2', indicating S&P's expectation for substantial (70%-
90%) recovery in the event of a payment default.

The issue-level rating on RCPC's existing 9.75% senior secured
notes remains 'B-' (one notch below the corporate credit rating).
The recovery rating on this secured debt remains '5', indicating
S&P's expectation for modest (10%-30%) recovery in the event of a
payment default.

The company will use proceeds from this new issue to refinance its
existing $815 million senior secured term loan B.  At the same
time, RCPC is planning to issue a new $140 million asset-based
revolving credit facility (ABL revolver) to replace its
$160 million existing asset-based revolving credit facility.
RCPC's other debt includes its senior subordinated term loans.
Standard & Poor's does not rate any of the revolving credit
facilities or the senior subordinated term loans.

The ratings on RCPC reflect the company's strong brand names,
participation in the intensely competitive mass-market cosmetics
industry, highly leveraged capital structure, and positive
operating momentum.

                           Ratings List

                  Revlon Consumer Products Corp.

Corporate Credit Rating                           B/Positive/--

                            New Rating

                  Revlon Consumer Products Corp.

                          Senior Secured

        US$800 mil Term Loan Facility                    B+
         Recovery Rating                                 2


REVLON INC: Bank Debt Trades at 1% Off in Secondary Market
----------------------------------------------------------
Participations in a syndicated loan under which Revlon, Inc., is a
borrower traded in the secondary market at 98.68 cents-on-the-
dollar during the week ended Friday, March 5, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.65 percentage
points from the previous week, The Journal relates.  The Company
pays 400 basis points above LIBOR to borrow under the facility.
The bank loan matures on Dec. 20, 2011, and carries Moody's Ba3
rating and Standard & Poor's B+ rating.  The debt is one of the
biggest gainers and losers among 190 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

Headquartered in New York City, Revlon, Inc. (NYSE: REV) --
http://www.revloninc.com/-- is a worldwide cosmetics, hair color,
beauty tools, fragrances, skincare, anti-perspirants/deodorants
and personal care products company.  The Company's brands, which
are sold worldwide, include Revlon(R), Almay(R), Mitchum(R),
Charlie(R), Gatineau(R), and Ultima II(R).

At September 30, 2009, Revlon had $802.0 million in total assets
against total current liabilities of $315.2 million, long-term
debt of $1.147 billion, long-term debt - affiliates of
$107.0 million, long-term pension and other post-retirement plan
liabilities of $209.3 million, other long-term liabilities of
$66.1 million, resulting in $1.04 billion in stockholders'
deficiency.  At September 30, 2009, the Company had a liquidity
position of $173.2 million, consisting of cash and cash
equivalents (net of any outstanding checks) of $59.7 million, as
well as $113.5 million in available borrowings under the 2006
Revolving Credit Facility.


RITE AID: Reports 3.2% Same Store Sales Decrease for February
-------------------------------------------------------------
Rite Aid Corporation on Thursday announced sales results for
February.  For the five weeks ended February 27, 2010, same store
sales decreased 3.2% over the prior-year period. Front-end same
store sales decreased 3.2% while pharmacy same store sales, which
included an approximate 206 basis points negative impact from new
generic introductions, were down 3.2%. Prescriptions filled at
comparable stores decreased 3.4% over the prior-year period.

Front-end and pharmacy same store sales were negatively impacted
by a weaker cough, cold and flu season than in the like period
last year. Front end sales were also negatively affected by severe
weather, especially in the northeast and south, and continued weak
consumer demand.

Total drugstore sales for the five-week period decreased 4.5% to
$2.434 billion compared to $2.549 billion for the same period last
year. Prescription revenue accounted for 67.9% of drugstore sales,
and third party prescription revenue represented 95.8% of pharmacy
sales.

                          Quarterly Sales

Same store sales for the 13-week quarter ended February 27, 2010
decreased 2.4% over the prior-year period. Front-end same store
sales were down 2.6% while pharmacy same store sales decreased
2.4%. Prescriptions filled at comparable stores decreased 1.7%
over the prior-year period.

Total drugstore sales for the 13-week third quarter decreased 3.7%
to $6.438 billion compared to $6.683 billion in last year's like
period.  Prescription revenue represented 66.6% of total drugstore
sales, and third party prescription revenue was 96.0% of pharmacy
sales.

                          Year End Sales

Same store sales for the 52-week period ended February 27, 2010
decreased 0.9%, consisting of a 2.9% front-end same store sales
decrease and a 0.1% increase in pharmacy same store sales.
Prescriptions filled at comparable stores increased 0.8% over the
prior-year period.

Total drugstore sales for the 52 weeks ended February 27, 2010
decreased 2.4% to $25.569 billion from $26.185 billion in last
year's like period.  Prescription revenue accounted for 67.9% of
total drugstore sales, and third-party prescription revenue was
96.2% of pharmacy sales.

                         About Rite Aid

Camp Hill, Pennsylvania-based Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- operates 4,780 drugstores compared to
4,901 stores in the like period a year ago.

                           *     *     *

As reported by the Troubled Company Reporter on December 21, 2009,
Rite Aid reported a net loss of $83.862 million for the 13 weeks
ended November 28, 2009, from a net loss of $243.125 million for
the 13 week period ended November 29, 2008.  Rite Aid reported a
net loss of $83.862 million for the 13 weeks ended November 28,
2009, from a net loss of $243.125 million for the 13 week period
ended November 29, 2008.

At November 28, 2009, the Company had $8.597 billion in total
assets against $10.076 billion in total liabilities, resulting in
stockholders' deficit of $1.478 billion.


RITE AID: FMR, Fidelity Hold 8.842% of Common Stock
---------------------------------------------------
FMR LLC and Edward C. Johnson 3d disclosed that they may be deemed
to own 80,537,600 shares or roughly 8.842% of the common stock of
Rite Aid Corporation.

Fidelity Management & Research Company, a wholly owned subsidiary
of FMR LLC, is the beneficial owner of 63,258,199 shares or 6.945%
of Rite Aid Common Stock as a result of acting as investment
adviser to various investment companies.  The number of Rite Aid
shares owned by the investment companies at December 31, 2009,
included 15,232,299 shares of Common Stock resulting from the
assumed conversion of $39,425,000 principal amount of RITE AID
CORP CONV 8.5 5/15/15 (386.3614 shares of Common Stock for each
$1,000 principal amount of debenture).

Edward C. Johnson 3d and FMR LLC, through its control of Fidelity,
and the funds each has sole power to dispose of the 63,258,199
shares owned by the Funds.

                          About Rite Aid

Camp Hill, Pennsylvania-based Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- operates 4,780 drugstores compared to
4,901 stores in the like period a year ago.

                           *     *     *

As reported by the Troubled Company Reporter on December 21, 2009,
Rite Aid reported a net loss of $83.862 million for the 13 weeks
ended November 28, 2009, from a net loss of $243.125 million for
the 13 week period ended November 29, 2008.  Rite Aid reported a
net loss of $83.862 million for the 13 weeks ended November 28,
2009, from a net loss of $243.125 million for the 13 week period
ended November 29, 2008.

At November 28, 2009, the Company had $8.597 billion in total
assets against $10.076 billion in total liabilities, resulting in
stockholders' deficit of $1.478 billion.


RIVERBEND LEASING: Files Schedules of Assets & Liabilities
----------------------------------------------------------
Riverbend Leasing LLC has filed with the U.S. Bankruptcy Court for
the Southern District of Iowa its schedules of assets and
liabilities, disclosing:

  Name of Schedule                    Assets          Liabilities
  ----------------                    ------          -----------
A. Real Property                  $9,208,000
B. Personal Property                 $94,964
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                       $9,207,372
E. Creditors Holding
   Unsecured Priority
   Claims                                                 $245,843
F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $2,985,995
                               -------------          ------------
TOTAL                             $9,302,964           $12,439,210

Coralville, Iowa-based Riverbend Leasing LLC, aka River Bend
Leasing LLC, filed for Chapter 11 bankruptcy protection on
February 8, 2010 (Bankr. S.D. Iowa Case No. 10-00428).  Jeffrey D.
Goetz, Esq., who has an office in Des Moines, Iowa, assists the
Company in its restructuring effort.  According to the schedules,
the Company has assets of $9,302,964, and total debts of
$12,439,210.


RIVERBEND LEASING: Section 341(a) Meeting Scheduled for March 8
---------------------------------------------------------------
The U.S. Trustee for Region 12 will convene a meeting of creditors
in NLP Acquisition Limited Partnership's Chapter 11 case on
March 8, 2010, at 10:00 a.m.  The meeting will be held at Room
783, Federal Building, 210 Walnut, Des Moines, IA 50309.

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.

Coralville, Iowa-based Riverbend Leasing LLC, aka River Bend
Leasing LLC, filed for Chapter 11 bankruptcy protection on
February 8, 2010 (Bankr. S.D. Iowa Case No. 10-00428).  Jeffrey D.
Goetz, Esq., who has an office in Des Moines, Iowa, assists the
Company in its restructuring effort.  The Company has assets of
$9,302,964, and total debts of $12,439,210.


RIVERBEND LEASING: Taps Bradshaw Fowler as Gen. Reorg. Counsel
--------------------------------------------------------------
Riverbend Leasing LLC has asked for permission from the U.S.
Bankruptcy Court for the Southern District of Iowa to employ
Donald F. Neiman, Esq., and Jeffrey D. Goetz, Esq., of the law
firm of Bradshaw, Fowler, Proctor & Fairgrave, P.C., as general
reorganization counsel.

Bradshaw Fowler will, among other things:

     a. represent the Debtor in any proceedings or hearings in the
        bankruptcy court and in any action in any other court
        where the Debtor's rights under the U.S. Bankruptcy Code
        may be litigated or affected;

     b. conduct examinations of witnesses, claimants, or adverse
        parties and prepare and assist in the preparation of
        reports, accounts, and pleadings related to the Debtors'
        Chapter 11 case;

     c. advise the Debtor concerning the requirements of the
        Bankruptcy Code and applicable rules as the same affect
        the Debtor in this proceeding; and

     d. assist the Debtor in the negotiation, formulation,
        confirmation, and implementation of a Chapter 11 Plan.

The Debtor and Bradshaw Fowler entered into a legal services
agreement dated February 5, 2010, that provided for the Debtor to
pay a $15,000 retainer as a guaranty for payment of services.  On
February 8, 2010, Bradshaw Fowler received the $15,000 retainer.
At the conclusion of this case, Bradshaw Fowler will file a final
application seeking allowance of all fees and costs.

The Debtor assured the Court that Bradshaw Fowler is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Coralville, Iowa-based Riverbend Leasing LLC, aka River Bend
Leasing LLC, filed for Chapter 11 bankruptcy protection on
February 8, 2010 (Bankr. S.D. Iowa Case No. 10-00428).  According
to the schedules, the Company has assets of $9,302,964, and total
debts of $12,439,210.


SAFETY-KLEEN: CBS Rips Waste Co.'s Efforts to Elicit Cleanup Funds
------------------------------------------------------------------
Law360 reports that CBS Corp. has fought back in a squabble over
decades-old pollution cleanup obligations stemming from a past
stock deal involving the formerly bankrupt Safety Kleen Corp.,
which appealed an order allowing the network to sidestep the
liabilities.

Headquartered in Delaware, Safety-Kleen Corporation --
http://www.safety-kleen.com/-- provides specialty services such
as parts cleaning, site remediation, soil decontamination, and
wastewater services.  The Company, along with many affiliates,
filed for Chapter 11 protection (Bankr. D. Del. Case No. 00-02303)
on June 9, 2000.  Gregg M. Galardi, Esq., at Skadden, Arps, Slate,
Meagher, represented the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $3,031,304,000 in assets and $3,333,745,000 in liabilities.
Safety-Kleen emerged from Chapter 11 in Dec. 2003 under a plan
of reorganization confirmed by Judge Walsh on Aug. 1, 2003, that
transferred ownership of the Company to its secured creditors and
created a litigation and claims resolution trust for the benefit
of unsecured creditors.


SID'S HARDWARE: Files for Bankruptcy Protection in Brooklyn
-----------------------------------------------------------
Linda Collins at Brooklyn Daily Eagle reports Sid's Hardware filed
for Chapter 11 bankruptcy in the U.S. Bankruptcy in Brooklyn to
get out of lease when the Company was unable to work out on
agreement with MetroTech.  Sid's Hardware operates a store at 345
Jay St. in Downtown Brooklyn.


SIX FLAGS: Commences Adv. Proceeding to Resolve Kentucky Dispute
----------------------------------------------------------------
Debtor KKI, LLC, filed an adversary complaint to resolve the
controversy whether the Six Flags Kentucky Kingdom amusement
rides are property of KKI and its estate; and if so, whether KKI
is permitted to remove the contested rides in accordance with the
terms of its rejection of the lease for the property where the
amusement park is located.

The Lease pertains to the February 21, 1996 lease among the
Debtors and the Landlords, being The Commonwealth of Kentucky,
State Property and Buildings Commission of the Commonwealth of
Kentucky, Finance and Administration Cabinet of the Commonwealth
of Kentucky, and the Kentucky State Fair Board.

Pursuant to a Stock Purchase Agreement dated September 26, 1997,
an affiliate of Six Flags, Inc., purchased the stock of KK Inc.
Pursuant to the Assignment and assumption Agreement dated
October 31, 1997, KK Inc. assigned its interest in the lease to
KKI.

On January 8, 2010, the Court approved the stipulation between
KKI, LLC and the Landlord.  Pursuant to the Stipulation, KKI and
the Landlord agreed to extend the deadline by which the Debtors
had the right to assume or reject the Lease from January 9, 2010
to April 9, 2010.

KKI and the Landlord entered into negotiations to determine if it
was possible to negotiate revised lease terms whereby KKI could
continue to lease the Leased Premises and operate Kentucky
Kingdom.  KKI and the Landlord were unable to agree upon the
terms and, KKI elected to reject to Lease effective March 5,
2010.

In order to properly and orderly vacate the Leased Premises on or
prior to March 5, KKI needs to remove its property that is not of
de minimis value prior to March 5, Daniel J. DeFranceschi, Esq.,
at Richards, Layton & Finger, P.A., in Wilmington, Delaware,
relates.

During KKI's preparations for the renewal of certain Contested
Rides, KKI received a letter from counsel to the Landlords dated
February 12, 2010, setting forth the Landlord's position
regarding the ownership of the Contested Rides and instructing
KKI not to remove any of the Contested Rides.  The Landlords have
reiterated this position during subsequent discussions, according
to Mr. DeFranceschi.

Consequently, a dispute has arisen between KKI and the Landlords
as to the ownership of the Contested Rides, and thus, whether KKI
is permitted to remove the Contested Rides from the Leased
Premises.  As a result of the dispute, the Landlords have
frustrated KKI's ability to vacate Kentucky Kingdom and KKI has
been forced to cease its vacation of Kentucky Kingdom, Mr.
DeFranceschi says.

While, upon information and belief, the Landlords acknowledge
KKI's ownership of any amusement rides located wholly on the KKI
Owned Property, both KKI and the Landlords claim ownership of the
Contested Rides, which are either completely or partially located
on the Leased Premises.

For these reasons, KKI asks the Court to resolve the controversy
regarding the ownership of the Contested Rides.  Specifically,
KKI asks the Court to:

  (1) declare that the Contested Rides are the property of the
      Debtors' estate;

  (2) declare that the Contested Rides are not the property of
      the Landlords;

  (3) declare that KKI has the right to remove the Contested
      Rides from the Leased Premises;

  (4) declare that notwithstanding the March 5, 2010 effective
      date of KKI's rejection of the lease pursuant to the
      Rejection Motion, KKI will have a reasonable period of
      time after the Court's determination of the ownership of
      the Contested Rides in which to remove its property from
      the Leased Premises;

  (5) enjoin the Landlords from interfering with KKI's removal
      of any of the Contested Rides from the Leased Premises;
      and

  (6) enjoin the Landlords from enforcing any of the remedies
      under the Lease on account of the removal of all or a
      portion of the Contested Rides.

KKI also asks the Court to issue a permanent restraining order
enjoining:

  (1) the Landlord from asserting an ownership in the Contested
      Rides;

  (2) the defendants from undertaking any acts to obtain
      possession of the Contested Rides;

  (3) the Landlord from exercising control over the Contested
      Rides;

  (4) the Landlord from interfering with KKI's removal of any of
      the Contested Rides from the Leased Premises; and

  (5) the Landlord from enforcing any of the remedies under the
      Lease on account of the removal of all or a portion of the
      Contested Rides.

KKI also asks the Court to award it its actual damages in an
amount to be proven at trial, sanctions and attorney's fees and
costs pursuant to Section 362 of the Bankruptcy Code.

                           About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SIX FLAGS: Creditors Committee Opposes Two HSBC Claims
------------------------------------------------------
The Official Committee of Unsecured Creditors in Six Flags Inc.'s
cases objects to and asks the Court to disallow supplements to
Claim Nos. 1857 and 1858 filed by HSBC Bank USA, N.A., as trustee
under the indenture dated June 16, 2008, for the 12.25% Senior
Notes due 2016 issued by Debtor Six Flags Operations, Inc.

The Creditors' Committee's counsel, Kathleen P. Makowski, Esq.,
at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware,
relates that on the virtual eve of the confirmation trial on the
Debtors' Fourth Amended Plan of Reorganization, as to which the
Informal Committee of SFO Noteholders is effectively a co-
proponent, the SFO Noteholders, acting through their Indenture
Trustee, have interposed several new claims that radically
increase their claims by nearly 50%, from approximately
$420 million as originally filed on December 21,2009, to nearly
$620 million.

The Disclosure Statement explaining the Fourth Amended Plan
listed the SFO Noteholders' allowed claims as totaling
$420 million, Ms. Makowski notes.  The SFO Noteholders did not
file an objection to the Disclosure Statement, and have voted to
approve the Fourth Amended Plan, she notes.

Ms. Makowski further notes that the purported supplement to the
Claims were filed on February 17, 2010, well after the January 2,
2010 Bar Date, and without seeking prior approval from the Court.
In the "Supplement," the SFO Noteholders assert, in addition to
the originally asserted $400 million principal and $20,008,333
prepetition interest:

  -- $148,138,679 as a "Make Whole Claim;"

  -- $48,362,839 in postpetition interest, which includes a
     claim for postpetition interest accruing at the default
     rate of 13.25% compounded bi-annually; and

  -- $2,419,150 on prepetition interest.

Were the Court to give effect to the "Supplement," the total
amount claimed by the SFO Noteholders would be $618,929,001,
nearly a 50% increase over the amount claimed in the Original
Claim.  Despite this material increase, to the Creditors'
Committee's knowledge, the Debtors inexplicably have yet to
formulate a position on the New Claims, Ms. Makowski says.

The Creditors' Committee wants the additional HSBC claims
disallowed because these new claims, submitted after the Bar
Date, are time-barred, as the SFO Noteholders filed their
Supplement over a month after the Bar Date and neither asked for,
nor received, the Court's permission to file the New Claims.
Additionally, these claims are not authorized by applicable law,
the Creditors' Committee further asserts.

The newly claimed amounts should be rejected and the SFO
Noteholders' claims should be allowed in an amount not exceeding
the principal amount of the SFO Notes, plus any contractual
interest accrued through June 13, 2009 -- the Debtors' Petition
Date -- for a total claim of approximately $420 million.

At the Creditors Committee's behest, the Court will convene a
hearing to consider this motion on March 5, 2010.  Objections
will be due on or before March 4.

                           About Six Flags

Headquartered in New York City, Six Flags, Inc., is the world's
largest regional theme park company with 20 parks across the
United States, Mexico and Canada.

Six Flags filed for Chapter 11 protection on June 13, 2009 (Bankr.
D. Del. Lead Case No. 09-12019).  Paul E. Harner, Esq., Steven T.
Catlett, Esq., and Christian M. Auty, Esq., at Paul, Hastings,
Janofsky & Walker LLP in Chicago, Illinois, act as the Debtors'
lead counsel.  Daniel J. DeFranceschi, Esq., and L. Katherine
Good, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, act as local counsel.  Cadwalader Wickersham & Taft LLP,
serves as special counsel.  Houlihan Lokey Howard & Zukin Capital
Inc., serves as financial advisors, while KPMG LLC acts as
accountants.  Kurtzman Carson Consultants LLC serves as claims and
notice agent.  As of March 31, 2009, Six Flags had $2,907,335,000
in total assets and $3,431,647,000 in total liabilities.

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


SKY LAKES: S&P Affirms 'BB+' Long-Term & Underlying Rating on Debt
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to stable
from negative on Klamath Falls Intercommunity Hospital Authority,
Ore.'s outstanding bonds, issued on behalf of Sky Lakes Medical
Center (formerly known as Merle West Medical Center).  At the same
time, Standard & Poor's affirmed its 'BB+' long-term and
underlying rating on Sky Lakes Medical Center's outstanding debt.

"Since the rating was lowered last year, Sky Lakes has
demonstrated improved operating performance and balance sheet
metrics," said Standard & Poor's credit analyst Geraldine Poon.
"The rating continues to be supported by a solid business
position."

"Management attributes the improved operations to good control of
staffing and supply expenses, as well as considerable revenue
cycle improvements and productivity initiatives," Ms. Poon said.

Given management's prioritization of increasing liquidity, future
capital spending plans are very limited, with roughly $3 million
budgeted in fiscal 2010.

Sky Lakes, a 75-staffed (176 licensed beds/110 capacity) hospital
located at the base of the Cascade Mountains in Klamath Falls,
Ore., services a four-county area in southern Oregon and northern
California.  Given its location, with the mountains providing a
natural geographic barrier and the nearest competitor located
roughly 75 miles away, Sky Lakes maintains a very strong business
position.  The nearest tertiary facility is in Medford, Ore.


SMART ONLINE: Extends Paragon Note Maturity Until August
--------------------------------------------------------
Smart Online Inc. entered into a Modification Agreement with
Paragon Commercial Bank with an effective date of February 22,
2010, relating to the secured promissory note dated February 20,
2008, delivered by the Company to Paragon in the maximum principal
amount of $2,500,000.  The company said the Modification
Agreement:

   * extends the maturity date of the Paragon Note from
     February 11, 2010, to August 11, 2010; and

   * changes the interest rate from a variable annual rate equal
     to The Wall Street Journal Prime Rate, with a floor of 5.50%,
     to a fixed annual rate of 6.50%.

The Company has been advised that, effective January 28, 2010, the
expiration date of the standby letter of credit in the amount of
$2,500,000 issued by HSBC Private Bank (Suisse) SA securing the
Paragon Note has been extended from February 18, 2010 to
September 17, 2010.

A full-text copy of the Modification Agreement is available for
free at http://ResearchArchives.com/t/s?56fb

                        About Smart Online

Durham, North Carolina-based Smart Online, Inc. --
http://www.smartonline.com/-- develops and markets software
products and services (One Biz(TM)) targeted to small businesses
that are delivered via a Software-as-a-Service model.  The Company
sells its SaaS products and services primarily through private-
label marketing partners.  In addition, the Company provides
sophisticated and complex Web site consulting and development
services, primarily in the e-commerce retail and direct-selling
organization industries.

At September 30, 2009, the Company had $1,788,096 in total assets
against $13,610,936 in total liabilities, resulting in
stockholders' deficit of $11,822,840.


SPANSION INC: AHEC Wants Rule 2019 File for Trade Claims Group
--------------------------------------------------------------
The ad hoc committee of holders of common stock and convertible
notes of Spansion, Inc., asks the Court to compel the Trade Claims
Group to comply with Rule 2019 of the Federal Rules of Bankruptcy
Procedure.

On February 19, 2010, counsel for an informal group of holders of
trade claims sent a letter to the Board of Directors of Spansion.
The letter expressed certain views regarding the Debtors' Second
Amended Joint Plan of Reorganization dated February 8, 2010, the
alternative financing proposal made by the Ad Hoc Committee of
Convertible Noteholders, and other aspects of the Debtors' cases.

The Trade Claims Group includes among its members, funds managed
by affiliates of Fortress Investment Group, Citigroup Financial
Products Inc., Contrarian Fund, LLC, Corre Opportunities Fund,
L.P., Liquidity Solutions Inc., and Longacre Opportunity Fund,
L.P.

AHEC sent a letter to the Trade Claims Group requesting, among
other things, that it comply with Rule 2019.  However, AHEC
notes, the Trade Claims Group had not complied with Rule 2019.

Rule 2019 provides in relevant part that in a Chapter 11
reorganization case, every entity or committee representing more
than one creditor or equity security holder will file a verified
statement setting forth the name and addresses of the creditor or
equity security holder and the nature and amount of the claim or
interest and the time of acquisition unless it is alleged to have
been acquired more than one year prior to the Petition Date.

                    About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Objects to Expanded Work for FTI Consulting
---------------------------------------------------------
Spansion Inc. and its units ask the Court to deny the request of
the Official Committee of Unsecured Creditors expanding the scope
of services of FTI Consulting, Inc.  According to the Debtors, the
Supplemental Application should be denied in its entirety
because:

  (a)"preference services" were included in the list of
      services to be provided by FTI pursuant to the Original
      Application in exchange for its $150,000 monthly fee.
      There is no justification for FTI to seek additional
      compensation for services within the scope of its
      employment;

  (b) if the Committee and FTI believe that the Original
      Application did not include the Additional Preference
      Services, they should have filed the Supplemental
      Application before FTI commenced to perform work outside
      the scope of its authorized services; and

  (c) the compensation requested in the Supplemental Application
      is unreasonable in that the Committee and FTI have not
      provided any statement or estimate of the amount of
      Additional Preference Services that have been performed
      and are expected to be performed by FTI; nor any
      indication of the magnitude of the fees that are asserted
      for the services which were already performed or will be
      performed.

               U.S. Trustee Also Opposes Request

Roberta A. DeAngelis, Acting U.S. Trustee for Region 3, asks the
Court to deny the Supplemental Application as the Committee and
FTI have not established a record:

  (i) demonstrating the extent of services being provided; and

(ii) distinguishing the Expanded Scope services from those
      previously authorized by the Court.

Ms. DeAngelis avers that the record does not demonstrate that the
original Court-approved compensation was improvident in light of
developments not capable of being anticipated at the time of the
fixing of those terms and conditions.  In other words, Ms.
DeAngelis maintains, FTI should not receive the benefit of
Section 328 of the Bankruptcy Code approval of compensation
terms, only to come in later as conditions change.

Moreover, Ms. DeAngelis asserts, the Supplemental Application
should also be denied to the extent that the Expanded Scope
services duplicate those being provided by the Debtors' own
professionals.

                    About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPANSION INC: Tessera Wants to Compel Payment of $96MM Claim
------------------------------------------------------------
Tessera, Inc. asked the Court to direct the Debtors to pay it
$96,765,070 as an administrative expense claim.  Tessera asserts
that the Debtors continue to infringe on its patents.  Tessera
avers that its postpetition claims for patent infringement should
be allowed under Section 503(b)(1)(A) of the Bankruptcy Code.

     Tessera Files With the Court Amended Proof of Claim

Tessera Inc. sent to Epiq Systems, on February 17, 2010,
amendments to its proofs of claims, each in the amount of $219
million against Spansion Inc., Spansion Technology LLC, and
Spansion LLC on account of patent infringement.

Tessera previously filed the Claims, each directed to a separate
Debtor entity, and each claim recited an amount of "not less than
$25,000,000" in light of the lack of complete information
regarding Spansion's infringing activities.  All parties were
thus on notice that Tessera's claims could be substantially
greater, particularly given that Tessera filed papers stating
that the damages could be hundreds of millions of dollars for the
postpetition period alone.  Tessera's Amended Claims merely
clarify, in light of new information, Tessera's demand for
monetary damages that arise from the same facts and claims in its
original proofs of claim.

Therefore, Tessera requests that the Court determine that leave
of Court is not required to file the Amended Claims, or
alternatively, that the Court enter an Order authorizing Tessera
to file the Amended Claims.

                    About Spansion Inc.

Spansion Inc. (Pink Sheets: SPSNQ) -- http://www.spansion.com/--
is a Flash memory solutions provider.  Spansion is a former joint
venture of AMD and Fujitsu.

Spansion Inc., Spansion LLC, Spansion Technology LLC, Spansion
International, Inc., and Cerium Laboratories LLC filed voluntary
petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead
Case No. 09-10690).  On February 9, 2009, Spansion's Japanese
subsidiary, Spansion Japan Ltd., voluntarily entered into a
proceeding under the Corporate Reorganization Law (Kaisha Kosei
Ho) of Japan to obtain protection from its creditors as part of
the company's restructuring efforts. None of Spansion's
subsidiaries in countries other than the United States and Japan
are included in the U.S. or Japan filings.

Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A.
Posin, Esq., at Latham & Watkins LLP, have been tapped as
bankruptcy counsel.  Michael R. Lastowski, Esq., at Duane Morris
LLP, is the Delaware counsel.  Epiq Bankruptcy Solutions LLC, is
the claims agent.  The United States Trustee has appointed an
official committee of unsecured creditors in the case.  As of
September 30, 2008, Spansion disclosed total assets of
US$3,840,000,000, and total debts of US$2,398,000,000.

Spansion Japan Ltd. filed a Chapter 15 petition on April 30, 2009
(Bankr. D. Del. Case No. 09-11480).  The Chapter 15 Petitioner's
counsel is Gregory Alan Taylor, Esq., at Ashby & Geddes.  It said
that Spansion Japan had US$10 million to US$50 million in assets
and US$50 million to US$100 million in debts.

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


SPRINT NEXTEL: Fitch Affirms Issuer Default Rating at 'BB'
----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating assigned to
Sprint Nextel Corporation and its wholly owned subsidiaries Sprint
Capital Corporation and Nextel Communications Inc. (Nextel) at
'BB'.  In addition, Fitch has affirmed the specific issues within
Sprint Nextel's capital structure as outlined below.

Sprint Nextel

  -- Issuer Default Rating at 'BB';
  -- Senior unsecured notes at 'BB';
  -- Senior unsecured credit facility at 'BB'.

Sprint Capital Corporation

  -- IDR at 'BB';
  -- Senior unsecured notes at 'BB'.

Nextel

  -- IDR at 'BB';
  -- Senior unsecured notes at 'BB'.

The Rating Outlook on Sprint Nextel and its subsidiaries remains
Negative.  Approximately $18.9 billion of outstanding debt is
affected by Fitch's action.

Sprint Nextel's ratings encompass the on-going challenges with
stabilizing the postpaid segment of their wireless business
against difficult competition in the midst of an economically
challenged environment.  Positively, Sprint Nextel demonstrated
progress during the second half of 2009 in improving the customer
experience, strengthening the brand and promoting aggressively
valued pricing plans, which resulted in a material shift in its
share of industry gross additions.  However, the economy,
exclusive handsets with other operators and lagging perceptions
continued to pressure churn, resulting in only modest churn
improvements during 2009.  Fitch believes that Sprint Nextel will
continue its progress with reducing postpaid subscriber losses in
2010 with expectations that its Code Division Multiple Access
(CDMA) business segment will stabilize by the second half.  The
degree and pace of churn improvement will be the key factor in
restoring growth and profitability to the company, and this will
remain challenging given the low postpaid churn rates of its
national competitors.  In addition, Fitch believes the iDEN
segment will continue to lose postpaid subscribers in 2010, albeit
at a lower rate, with subscriber losses in the range of at least
1 million to 1.5 million subscribers.  With the industry shift
toward prepaid subscribers, the level of growth that Sprint Nextel
can achieve with its targeted multi-brand strategy in the prepaid
segment is an important offset to the declines in the iDEN
postpaid segment.  In Fitch's opinion, the prepaid business
carries increased operating risks due in part to a greater level
of competition within that market segment.  Longer term, Sprint
Nextel will need to leverage its scale across handsets and
distribution of its prepaid business while executing on its
strategic marketing initiatives to effectively address competitive
responses that will likely pressure profitability.

Fitch expects Sprint Nextel to aggressively control costs to
offset further revenue pressures in 2010.  With Sprint Nextel
removing an anticipated $1.5 billion of annualized costs primarily
through two announced labor cost reductions during 2009,
additional reductions in operational costs do carry a higher
degree of execution risk.  Past operational pressure has resulted
in declining financial performance with leverage increasing to 3.3
times compared to 2.8x at the end of 2008, which was within
Fitch's rating expectations.

Sprint Nextel's healthy liquidity position including expected free
cash generation adds support to the rating.  In addition, this
gives the company flexibility when addressing its sizable maturity
profile as management has stated a desire to keep significant cash
balances to ensure sufficient liquidity for debt repayment.  Cash
at the end of the fourth quarter of 2009 decreased to
$3.9 billion, down from $5.4 billion in the third quarter due to
the iPCS and Virgin Mobile acquisitions, the $1.2 billion
Clearwire investment and the credit facility debt repayment.  As a
result of the iPCS acquisition, Sprint Nextel unconditionally
guaranteed the $479 million of iPCS debt, similar with past
acquisitions of its affiliates.  Fitch does not anticipate any
further investment in Clearwire during 2010 by Sprint Nextel.
However, given the pace of current build-outs and cash burn by
Clearwire, Fitch believes Sprint Nextel will likely have further
investment requirements in 2011 to fund continued 4G WiMAX market
deployments.  This is of strategic importance for the company,
particularly as other operators like Verizon Wireless pursue
relatively aggressive 4G LTE overlays.  Consequently, the
uncertainty to the level of future investments by Sprint Nextel
and Clearwire's ability to obtain funding from other investors and
the public debt markets remains a concern.  Debt maturities during
the next three years include $750 million of debt due in June
2010, $1.7 billion of debt in January 2011 and $2.75 billion of
debt due March 2012.  Free cash flow (FCF) for 2009, when
factoring in the Clearwire investment, was approximately
$1.7 billion, which included a $200 million pension contribution.
Currently, Fitch expects Sprint Nextel to generate in excess of
$1.5 billon in FCF for 2010.

Sprint Nextel has a $4.5 billion revolving credit facility that
matures in December 2010.  The facility is undrawn after Sprint
Nextel made a $1 billion repayment during the fourth quarter of
2009.  With letters of credit outstanding of approximately
$1.8 billion, the company had $2.7 billion of borrowing capacity.
Fitch expects the company to replace the existing facility ahead
of maturity.  The new facility terms will likely have some changes
compared to the previous five-year facility.  Sprint Nextel had
ample cushion under the maximum leverage covenant of 4.25x, with a
covenant calculation of 3.5x at the end of 2009.

The Negative Outlook reflects Fitch's concern based on past
operating results, issuer financial trends, industry risk factors,
location of rating within its rating category and uncertainty over
future operating trends.  Fitch currently expects credit metrics
will weaken slightly during the first half of 2010, with leverage
(debt-to-EBITDA) increasing to 3.5x before stabilizing in the
second half.  Failure to substantially improve subscriber trends
and stabilize financial performance during 2010 would result in
further assessments and potential rating actions.


SPRINT NEXTEL: S&P Downgrades Corporate Credit Rating to 'BB-'
--------------------------------------------------------------
Standard & Poor's Rating Services said it lowered its corporate
credit rating on Overland Park, Kansas-based wireless carrier
Sprint Nextel Corp. to 'BB-' from 'BB'.  S&P also lowered all
Sprint Nextel's issue ratings, including its senior unsecured debt
rating, which S&P lowered to 'BB-' from 'BB'.  The outlook is
negative.  Total funded debt was about $21 billion as of Dec. 31,
2009.

S&P cut all other ratings on Sprint Nextel and related entities
Sprint Capital and Nextel Communications one notch and removed
them from CreditWatch, where they were placed with negative
implications on Nov. 11, 2009, due to Sprint Nextel's weak
operating performance, which has resulted in deteriorating credit
measures.

As part of the CreditWatch resolution, S&P also lowered the issue-
level rating on unit iPCS Inc.'s $300 million first-lien notes due
2013 to 'BB-' from 'BB' and raised the issue-level rating on iPCS'
$175 million (original issue amount) second-lien toggle notes due
2014 to 'BB-' from 'B+'.  S&P removed both of these issue ratings
from CreditWatch, where they were placed on Dec. 7, 2009,
following the acquisition of iPCS by Sprint Nextel.  These debt
issues are now guaranteed by Sprint Nextel Corp. on an unsecured
basis and rank pari passu with the unsecured debt of Sprint
Nextel, Sprint Capital, and Nextel Communications.  S&P revised
the recovery rating on the first-lien notes to '3' from '4'.  The
'3' recovery rating indicates expectations for meaningful (50%-
70%) recovery in the event of payment default and is the same as
the recovery rating on Sprint Nextel's unsecured debt.  The
original CreditWatch Negative listing for the second-lien notes
reflected its junior ranking relative to the first-lien notes for
iPCS' assets.  However, S&P has now determined that the second-
lien notes will also benefit from the unsecured parent guarantee
and will be pari passu with the unsecured debt in Sprint Nextel's
capital structure.  As a result, S&P is raising the ratings on
iPCS' second-lien notes to 'BB-' from 'B+' and revising the
recovery rating to '3' from '6'.  (See the separate recovery
report, to be published as soon as possible following this press
release.) S&P has withdrawn the corporate credit rating on iPCS
since it is part of Sprint Nextel.

"The rating action reflects S&P's view that post-paid subscriber
losses will continue to pressure revenue and cash flow despite
growth in the pre-paid business," said Standard & Poor's credit
analyst Allyn Arden.  Total operating lease-adjusted debt to
EBITDA was about 4.5x at year-end 2009.  Even if post-paid
subscriber losses abate and the company continues to right-size
its cost structure, key credit measures?including leverage
reduction to the mid-3x area, which was S&P's threshold for the
previous 'BB' rating?are unlikely to improve in the near term.
During 2009, total revenue and EBITDA declined 9.5% and 16.4%,
respectively, year over year, due primarily to a 9.5% decline in
post-paid customers.

"Despite growth in the pre-paid segment and some modest
improvement in post-paid quarterly subscriber losses," said Mr.
Arden, "S&P remain concerned that higher industry penetration
levels and increased price-based competition will also hurt Sprint
Nextel's operating and financial performance in the near term."


SPRINT NEXTEL: Sets Short-Term Incentive Compensation Plan
----------------------------------------------------------
The Compensation Committee of the Board of Directors of Sprint
Nextel Corporation established the performance objectives and
other terms of the Company's 2010 Short-Term Incentive Plan for
officers and other eligible employees of the Company.

The Compensation Committee has established two six-month
performance periods. The first period is from January 1, 2010,
through June 30, 2010, and the second is from July 1, 2010,
through December 31, 2010.  Each performance period has discrete
performance objectives, and employees must be employed on
December 31, 2010, in order to be eligible to receive compensation
for both periods.

The 2010 STI Plan provides for a payment of incentive compensation
to officers and other eligible employees based on the achievement
of the following specified performance objectives during the
first-half of 2010: adjusted OIBDA, weighted at 25%; a measure of
retention of the company's post-paid wireless subscribers, which
the company refers to as post-paid churn, weighted at 20%; net
service revenue, weighted at 45%; and its subscribers on
Clearwire's 4G network, which we call 4G subscribers, weighted at
10%.  The Compensation Committee did not yet set performance
objectives for the second-half of 2010.

Each of the performance objectives will have a threshold, target
and maximum level of payment opportunity.  The maximum payment
opportunity is equal to 200% of the individual's target
opportunity.  The award payment under the 2010 STI Plan will be
determined based on the Company's results using three
variables:

   * the individual's annual incentive target opportunity, which
     is based on a percentage of the individual's base salary;

   * the Compensation Committee's assessment and certification of
     Company performance compared with each of the above-
     referenced performance objectives; and

   * relative weightings for each performance objective.

The determination of payments for certain executive officers will
be made so as to comply with Section 162(m) of the
Internal Revenue Code.

Mr. Hesse's employment agreement provides for a target opportunity
under the short-term incentive plan of not less than 170% of base
salary -- or $2,040,000 for 2010 -- with actual payouts under the
2010 STI Plan limited to 200% of his targeted opportunity.  Mr.
Brust's employment agreement provides for a target opportunity
under the STI Plan of not less than 130% of base salary -- or
$1,300,000 for 2010.  Mr. Cowan's employment agreement provides
for a target opportunity under STI Plan of not less than 125% of
base salary -- or $906,250 for 2010. Mr. Elfman's employment
agreement provides for a target opportunity under STI Plan of not
less than 125% of base salary == or $812,500 for 2010. Mr.
Robert L. Johnson's employment agreement provides for a target
opportunity under the STI Plan of not less than 100% of base
salary -- or $460,000 for 2010.

The actual incentive amounts paid under the 2010 STI Plan will be
based on the Company's actual results during 2010 in relation to
the established performance objectives, and these payments may be
greater or less than the target amounts that have been
established.

      Long-Term Incentive Compensation Plan for Mr. Brust

On February 25, 2010, the Compensation Committee granted the 2010
awards for Mr. Brust under the Company's 2010 Long-Term Incentive
Plan.  The Compensation Committee has not yet set any of the terms
of the 2010 LTI Plan with respect to any other officers or other
eligible employees of the Company.

Pursuant to the terms of his amended employment agreement, dated
December 22, 2009, Mr. Brust's 2010 LTI Plan target opportunity of
$3 million is allocated equally in value in stock options and
restricted stock units all of which will vest on May 1, 2012,
subject to compliance with non-compete and non-solicitation
covenants under his employment agreement.  The number of stock
options granted is based on the value of each option determined
using the Black-Scholes valuation model.  The number of restricted
share units awarded is based on the 30-day average trading price
of the Company's common stock.

The stock option grants and restricted stock unit awards, as
applicable, will be made pursuant to the Company's 2007 Omnibus
Incentive Plan.

                         Special Payment

On Feb. 25, 2010, the Compensation Committee also approved a lump-
sum payment to Mr. Elfman in the amount of $300,000 related to his
successful leadership of the Ericsson transaction, which was
completed in 2009.

                        About Sprint Nextel

Overland Park, Kansas-based Sprint Nextel Corporation --
http://www.sprint.com/-- offers a comprehensive range of wireless
and wireline communications services bringing the freedom of
mobility to consumers, businesses and government users. Sprint
Nextel is widely recognized for developing, engineering and
deploying innovative technologies, including two wireless networks
serving more than 48 million customers at the end of the third
quarter of 2009 and the first and only 4G service from a national
carrier in the United States; industry-leading mobile data
services; instant national and international push-to-talk
capabilities; and a global Tier 1 Internet backbone.

As of September 30, 2009, the company had $55.648 billion in total
assets against $37.414 billion in total liabilities. As of
September 30, 2009, the company had $5.9 billion in cash, cash
equivalents and short-term investments and $1.6 billion in
borrowing capacity available under its revolving bank credit
facility, for total liquidity of $7.5 billion.

                              *   *   *

Sprint Nextel carries Moody's Investors Service's Ba1 corporate
family rating and Standard & Poor's Ratings Services' BB issuer
credit rating.


SUN AMERICAN BANK: Closed; First-Citizens Assumes All Deposits
--------------------------------------------------------------
Sun American Bank, Boca Raton, Florida, was closed March 5 by the
Florida Office of Financial Regulation, which appointed the
Federal Deposit Insurance Corporation as receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with First-Citizens Bank & Trust Company, Raleigh, North
Carolina, to assume all of the deposits of Sun American Bank.

The 12 branches of Sun American Bank will reopen on Monday as
branches of First-Citizens Bank & Trust Company.  Depositors of
Sun American Bank will automatically become depositors of First-
Citizens Bank & Trust Company.  Deposits will continue to be
insured by the FDIC, so there is no need for customers to change
their banking relationship to retain their deposit insurance
coverage.  Customers should continue to use their existing branch
until they receive notice from First-Citizens Bank & Trust Company
that it has completed systems changes to allow other First-
Citizens Bank & Trust Company branches to process their accounts
as well.

As of December 31, 2009, Sun American Bank had approximately
$535.7 million in total assets and $443.5 million in total
deposits.  First-Citizens Bank & Trust Company did not pay a
premium to acquire the deposits of Sun American Bank.  In addition
to assuming all of the deposits of the failed bank, First-Citizens
Bank & Trust Company agreed to purchase essentially all of the
assets.

The FDIC and First-Citizens Bank & Trust Company entered into a
loss-share transaction on $433.0 million of Sun American Bank's
assets.  First-Citizens Bank & Trust Company will share in the
losses on the asset pools covered under the loss-share agreement.
The loss-share transaction is projected to maximize returns on the
assets covered by keeping them in the private sector.  The
transaction also is expected to minimize disruptions for loan
customers.  For more information on loss share, please visit:
http://www.fdic.gov/bank/individual/failed/lossshare/index.html

Customers who have questions about the transaction can call the
FDIC toll-free at 1-866-954-9532.  Interested parties also can
visit the FDIC's Web site at
http://www.fdic.gov/bank/individual/failed/sunamerican.html

The FDIC estimates that the cost to the Deposit Insurance Fund
(DIF) will be $103.8 million.  First-Citizens Bank & Trust
Company's acquisition of all the deposits was the "least costly"
resolution for the FDIC's DIF compared to all alternatives.  Sun
American Bank is the 23rd FDIC-insured institution to fail in the
nation this year, and the fourth in Florida.  The last FDIC-
insured institution closed in the state was Marco Community Bank,
Marco Island, on February 19, 2010.


TANDUS FLOORING: S&P Downgrades Corporate Credit Rating to 'B'
--------------------------------------------------------------
Standard & Poor's Rating Services said that it lowered its ratings
on Dalton, Georgia-based Tandus Flooring Inc. (formerly Collins &
Aikman Floorcoverings Inc.), including its corporate credit rating
to 'B' from 'B+'.  The outlook is stable.

S&P also lowered the issue-level rating on Tandus Flooring's term
loan B due 2014 to 'B' from 'B+', the same as the corporate credit
rating.  The recovery rating on this debt remains '4', indicating
that S&P believes lenders can expect average (30%-50%) recovery in
the event of a payment default.

S&P removed all of the ratings from CreditWatch, where S&P had
placed them with negative implications on March 6, 2009,
reflecting its concerns about the company's difficult operating
environment, a significant deterioration in demand from corporate
office customers, and the company's ability to meaningfully
improve credit measures.

S&P estimates that Tandus Flooring had about $234 million in
reported debt outstanding as of Oct. 31, 2009.

"The downgrade on Tandus reflects S&P's expectation that the
company will face a difficult demand environment and rising input
costs over the next year, and will be challenged to meaningfully
improve its credit measures," said Standard & Poor's credit
analyst Rick Joy.  "The company has experienced a significant
deterioration in demand from corporate office customers and S&P
believes this is likely to continue over the next year." While
some sectors of the U.S. economy are showing signs of recovery,
S&P believes nonresidential construction will see continued
declines.  S&P believes that high vacancy rates, difficult
financing conditions and a weak employment market will lead to a
significant drop in nonresidential construction and refurbishment
spending in 2010, and a recovery is unlikely until 2011.  In
addition, while the company benefited from lower input costs in
2009, S&P believes rising input costs could pressure operating
results in 2010.

The ratings on Tandus Flooring Inc. reflect the company's
leveraged financial profile and participation in the highly
competitive and cyclical carpet industry.  High degrees of
volatility in raw material, energy, and transportation costs are
also rating concerns.  The ratings also incorporate the firm's
niche market position in the domestic commercial carpet market and
its diversified customer base.

Tandus is a leading manufacturer of vinyl-backed commercial floor
covering in the U.S. and has the No. 1 market position in the six-
foot roll carpet segment.  The company also has leading brands in
modular carpet tile and woven and tufted broadloom carpet.
Although Tandus has a fairly diverse end market (its clients in
government, education, and health care accounted for more than 50%
of its revenues in the fiscal year ended Jan. 31, 2009), these
areas have also experienced softer demand in recent quarters
because of overall economic weakness.

S&P expects that Tandus will maintain its adequate liquidity
position, and continue to generate positive free cash flow despite
the current weak demand environment.  Given S&P's expectation for
a continued weakening of domestic industry demand over the next
year, S&P is expecting some near term erosion in credit measures.
If the company experiences worse than expected operating
difficulties and credit measures deteriorate substantially, and/or
if the company's liquidity is materially pressured, S&P could
consider lowering the ratings.  S&P could consider raising the
rating if the company is able to strengthen operating performance
and is able to materially reduce and sustain leverage well below
4.5x.


TECK RESOURCES: Moody's Upgrades Corp. Family Rating to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service upgraded Teck Resources Limited's
Corporate Family Rating and senior secured notes rating to Ba1
from Ba2 and placed these ratings on review for possible further
upgrade.

The upgrade was prompted by Teck's strong 2009 operating
performance through favorable commodity pricing and substantial
debt reduction.  Through its non-core asset sales program, the
company received US$370 million of cash proceeds subsequent to the
third quarter of 2009 and expects the sale of its one-third
interest in the Waneta Dam for C$825 million to close in early
March.  As a result, Moody's expect Teck will reduce its total
debt level in the near term to C$6.7 billion from the
C$13.4 billion at the time of the Fording acquisition.

Given the potential for further debt reduction due to improved
conditions in the metals and coal markets, all ratings were placed
on review for further upgrade.  The review will focus on the
status of contracted met coal volumes and prices for 2010, the
sustainability of recently improved credit metrics, and the
company's financial policies going forward.  In addition,
investment plans for strategic growth will be an important part of
the review.

Teck's Ba1 corporate family rating reflects the volatile demand
and pricing for its commodity products and fairly high levels of
operating and reinvestment risk inherent to the mining industry.
The Ba1 rating favorably considers Teck's improved credit metrics,
diversified operations, solid position across a variety of metals
and ore markets, and high-quality assets in primarily politically
stable regions.

Upgrades:

Issuer: Teck Resources Limited

  -- Corporate Family Rating, Upgraded to Ba1 from Ba2

  -- Probability of Default Rating, Upgraded to Ba1 from Ba2

  -- Senior Secured Regular Bond/Debenture, Upgraded to Ba1, LGD3,
     45% from Ba2

  -- Senior Unsecured Regular Bond/Debenture, Upgraded to Ba1,
     LGD3, 45% from Ba2

Outlook Actions:

Issuer: Teck Resources Limited

  -- Outlook, Changed To Review for Possible Upgrade From Positive
     Moody's last rating action on Teck was on July 7, 2009, when
     the CFR was upgraded to Ba2 from Ba3.

Teck Resources Limited, based in Vancouver, British Columbia, has
a diversified business base with operations in metallurgical coal,
zinc, copper, gold and other investment holdings.  Its revenues in
2009 were C$7.7 billion.


TEXTRON INC: Fitch Affirms Issuer Default Rating at 'BB+'
---------------------------------------------------------
Fitch Ratings has affirmed the long- and short-term ratings for
Textron Inc. and Textron Financial Corporation:

TXT

  -- IDR at 'BB+';
  -- Senior unsecured bank facilities at 'BB+';
  -- Senior unsecured debt at 'BB+';
  -- Short-term IDR at 'B';
  -- Commercial paper at 'B'.

TFC

  -- IDR at 'BB+';
  -- Senior unsecured bank facilities at 'BB+';
  -- Senior unsecured debt at 'BB+';
  -- Junior subordinated notes at 'B+';
  -- Short-term IDR at 'B';
  -- Commercial paper at 'B'.

The Rating Outlook has been revised to Stable from Negative.

TFC's ratings are linked to TXT's ratings through a support
agreement and other factors.  The support agreement requires TXT
to maintain full ownership, minimum net worth of $200 million and
fixed charge coverage of 1.25 times.  Other factors supporting the
rating linkage include a shared corporate identity, common
management, including the recent integration of TFC's treasury and
certain other functions, and the extension of intercompany loans
to TFC.

Nearly $9.4 billion of debt outstanding at Dec. 31, 2009, is
affected by the ratings, including $3.7 billion at TXT and
$5.7 billion at TFC.  Fitch includes in debt the full $600 million
of TXT's 4.5% convertible notes, rather than the discounted amount
as reported.

The ratings affirmation and revision of the Rating Outlook to
Stable primarily reflect progress made over the last year to
address liquidity concerns and execution risks relating to
liquidation of TFC's non-captive business.  The ratings and
Outlook also consider TXT's stable free cash flow, demonstrated
access to capital markets, stabilizing conditions in the business
jet market, and stability provided by TXT's defense-related
businesses.  Credit concerns include uncertainty about future
losses at TFC, leverage at TXT that is much higher than in the
past, low margins at Cessna, the possibility of large pension
contributions, and the potential for negative cash flow at TFC.

Fitch believes that TXT has the financial flexibility and capacity
to extend, if necessary, sufficient financial support to meet
TFC's funding requirements (namely maturing debt obligations) as
the non-captive finance business is liquidated.  Much of the
support could be in the form of intracompany loans that totaled
$413 million at the end of 2009.  The amount of this support could
increase and will depend on the pace of TFC's portfolio
liquidation.

Fitch notes TXT raised $1.45 billion of capital in 2009 to enhance
liquidity.  As a result, TXT's consolidated cash balance as of
Dec. 31, 2009, grew to $1.9 billion and is expected to be
sufficient to support TFC's liquidity needs.
Additionally, the pace of liquidation and cash flow generated from
the non-captive portfolio has exceeded the company's original
expectations.  Net portfolio liquidations totaled $3.8 billion in
2009, which was applied toward repayment of $2.3 billion of
securitized debt and $1.7 billion of TFC's maturing debt
obligations.

TFC's near-term profitability and operating performance will
likely remain weak due to portfolio losses and collection costs
related to liquidation of the non-captive portfolio.
Consequently, Fitch expects TXT will be required to continue to
make modest capital contributions as required under its support
agreement to maintain TFC's fixed charge ratio at 1.25x.

In the absence of cost-effective third-party financing, TFC will
remain reliant on TXT for liquidity particularly if timing
differences arise between cash generated from amortization or
liquidation of TFC's receivable portfolio and repayment of
maturing debt obligations, including the $1.7 billion bank
facility that matures in 2012.

As a result, execution risk at TFC remains a significant rating
factor, especially regarding the collection of the Resort and Golf
Mortgage exposure.  If cash generated from liquidation of TFC's
non-captive portfolio is markedly lower than expected due to
higher credit losses or discounting, the impact on TXT's liquidity
and leverage could be significant and potentially lead to a
downward revision in the ratings or Outlook.

Fitch's view of TXT's manufacturing business has not changed
significantly.  Fitch believes that TXT's financial profile, when
excluding TFC, is consistent with a low investment grade rating.
However, until TXT's performance improves, its capacity to support
TFC is limited.

Leverage at TXT increased materially in 2009 due to a combination
of higher debt levels and low earnings at Cessna and the
Industrial businesses.  Debt proceeds enabled the company to
increase its cash balances by $1.2 billion during the year, giving
it additional financial flexibility to support TFC as the non-
captive finance portfolio is liquidated.  Gross debt/EBITDA at
TXT's manufacturing business was approximately 4.2x when excluding
certain special charges.  This level is considered to be weak at
the current rating level, but it should decline gradually when the
Cessna and Industrial segments begin to recover.  However, a
recovery in Cessna's business jet market may not occur until 2011.

The ratings and Outlook could improve if the liquidation of TFC's
portfolio is achieved on time and loss rates at TFC remain within
expected levels.  TFC's results and its exit from the non-captive
portfolio will be important in determining Textron's consolidated
liquidity and ability to rebuild its credit metrics.  Other
factors that could result in an upward revision to the ratings or
Outlook include actions in the next year or so to address the
$2.9 billion bank debt maturity, further stabilization and
eventual improvement at the Cessna and Industrial segments, and a
decline in leverage at TXT.  The ratings could potentially be
reviewed for a downgrade if losses at TFC are higher than expected
or if TXT's cash flow and leverage are weaker than expected due to
worsening economic conditions, a delayed rebound in the business
jet market, or unexpectedly large pension contributions.

The ratings and Outlook incorporate sustainable free cash flow at
TXT while the Cessna and Industrial businesses confront low
volumes.  TXT's manufacturing businesses generated free cash flow
after dividends of $400 million in 2009.  This level could
increase to near $500 million in 2010.  The expected improvement
reflects the impact of significant restructuring beginning in late
2008, primarily at the Cessna and Industrial segments.  Cessna's
workforce has been reduced by 50%, partly offsetting the impact of
lower volumes.  Deliveries at Cessna are expected to decline to
225 units in 2010 from 289 units in 2009 and 467 units in 2008.
As a result, the company expects margins to be in the low single
digits during 2010.  Cessna's backlog is at its lowest point in
six years reflecting a large number of cancellations and TXT's
decision to cancel development of the Citation Columbus.  There
are signs of stabilization with respect to orders and utilization
rates.  However, ongoing industry concerns include corporate
profitability that is linked to demand for business jets,
increasing competitive pressure as the business jet market becomes
more global, and the availability of financing.

In TXT's other segments, Bell and Textron Systems continue to be
relatively stable owing to their exposure to defense spending.
Commercial helicopter deliveries by Bell remain at low levels but
military deliveries could increase for the V-22 and H-1 programs.
Results at Textron Systems also remain steady although margins
could decline slightly toward normal levels as certain government
contracts are renewed.  The Industrial segment, which has faced
very difficult conditions, could improve modestly as Kautex
benefits from a rebound in automotive production from unusually
low levels in 2009.  However, conditions in the non-residential
construction, golf, and turf markets likely will continue to
pressure results in the Industrial segment's other businesses.

Textron's consolidated cash balances, including TFC, totaled
$1.9 billion at the end of 2009, of which more than $1.7 billion
was at TXT.  Cash represents the company's primary source of
liquidity because it fully drew down its $3 billion of bank
facilities in early 2009.  The facilities mature in April 2012.
Textron's reliance on the bank facilities makes covenant
compliance an important credit issue.  Fitch estimates that TXT is
well within the required range of its debt-to-capitalization
covenant.

Aside from the bank facilities due in 2012, the nearest debt
maturities at TXT are modest with $129 million scheduled to mature
in 2010 and $154 million due in 2012.  Other cash requirements
include pension contributions.  TXT plans to contribute
$20 million in 2010 but contributions could become more
significant in the future depending on market conditions.


THORNBURG MORTGAGE: Orrick's Dempsey Tagged in Trustee's Suit
-------------------------------------------------------------
The complaint filed by Joel I. Sher, the trustee overseeing the
liquidation of TMST Inc., formerly Thornburg Mortgage Inc.,
against company executives also charges Karen Dempsey, Esq., a
partner at Orrick, Herrington & Sutcliffe, with being part of the
alleged conspiracy to defraud Thornburg and divert the company's
money to SAF Financial, a new entity started by ex-Thornburg
management.

The Troubled Company Reporter on Friday ran a story on Mr. Sher's
lawsuit against ex-Thornburg executives.

Zach Lowe at The American Lawyer reports that Ms. Dempsey is
alleged to have helped the former executives by, among other
things, advising them on how to set up SAF and amend the Thornburg
management agreement in a way that allowed for the payment of
management fees and bonuses from Thornburg to the executives on a
faster timetable -- and outside of bankruptcy court.

According to Mr. Lowe, Ms. Dempsey declined to comment on the
matter when reached by phone Thursday afternoon, and instead
referred Am Lawyer to her attorney, Pamela Phillips, Esq., at
Howard Rice.  Mr. Lowe relates that in a statement e-mailed to The
Am Law Daily, Ms. Phillips calls the allegations "outrageous" and
says they reflect Mr. Sher's desire to "find deep pockets without
regard to the actual facts."

Mr. Sher is suing these ex-Thornburg officers:

     1. Larry Goldstone, the former chief operating officer;
     2. Clarence Simmons III, the former chief financial officer;
     3. Deborah Burns, a former vice president; and
     4. Amy Pell, a former senior vice president and director of
        investor relations.

As reported by the TCR, the complaint alleges that the Senior
Officers (i) amended a management agreement between TMST and TMAC
in order to transfer millions of dollars to TMAC and then lied to
the board about the reason for the amendment, (ii) needlessly paid
hundreds of thousands of dollars to vendors so that the vendors?
products would be available for their new venture, (iii) illegally
paid themselves hundreds of thousands of dollars in unauthorized
bonuses on the eve of bankruptcy, (iv) secretly transferred the
Debtors' confidential and proprietary information to their new
venture, (v) used millions of dollars of the Debtors' work product
for their new venture without compensating the Debtors, (vi) used
the Debtors' employees and resources post petition to start up
their new venture, (vii) paid themselves excessive post petition
salaries while they were primarily engaged in promoting their new
venture, and (viii) engaged in a grand scheme to hide and cover up
their actions.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).
Thornburg has changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, has been tapped as
counsel.  Orrick, Herrington & Sutcliffe LLP is employed as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., have been tapped as investment
banker and financial advisor.  Protiviti Inc. has also been
engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.

On October 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc. and TMST Hedging
Strategies, Inc.


THORNBURG MORTGAGE: Former Execs, Orrick Partner Face Fraud Suit
----------------------------------------------------------------
Law360 reports that a trustee for Thornburg Mortgage Inc. has sued
former executives and an Orrick Herrington & Sutcliffe LLP
attorney alleging that they conspired to siphon assets away from
the ailing company to secretly start a new business venture,
breaching confidentiality and other agreements.

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage, Inc., and its four affiliates filed for
Chapter 11 on May 1 (Bankr. D. Md. Lead Case No. 09-17787).
Thornburg has changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, has been tapped as
counsel.  Orrick, Herrington & Sutcliffe LLP is employed as
special counsel.  Jim Murray, and David Hilty, at Houlihan Lokey
Howard & Zukin Capital, Inc., have been tapped as investment
banker and financial advisor.  Protiviti Inc. has also been
engaged for financial advisory services.  KPMG LLP is the tax
consultant.  Epiq Systems, Inc., is claims and noticing agent.  In
its bankruptcy petition, Thornburg listed total assets of
$24,400,000,000 and total debts of $24,700,000,000, as of
January 31, 2009.

On October 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc. and TMST Hedging
Strategies, Inc.


TRIAD GUARANTY: Posts $79.1 Million Net Loss in Q4 2009
-------------------------------------------------------
Triad Guaranty Inc. reported a net loss for the quarter ended
December 31, 2009, of $79.1 million compared to a net loss of
$101.9 million for the third quarter of 2009 and a net loss of
$122.2 million for the fourth quarter of 2008.

The net loss for the year ended December 31, 2009 was
$595.6 million compared to a net loss of $631.1 million for the
year ended December 31, 2008.

Total revenues increased to $57.8 million for the fourth quarter
of 2009, as compared to $51.3 million in the third quarter of 2009
and $41.4 million in the fourth quarter of 2008.  Fourth quarter
revenues include a gain of $12.9 million related to the sale of
the operating platform to Essent Guaranty, Inc.

Net losses and loss adjustment expenses were $128.9 million for
the fourth quarter of 2009, down from $145.8 million in the 2009
third quarter and $178.1 million for the fourth quarter of 2008.

                       About Triad Guaranty

Winston-Salem, N.C.-based Triad Guaranty Inc. (OTC BB: TGIC) --
http://www.triadguaranty.com/is a holding company which, through
its wholly-owned subsidiary, Triad Guaranty Insurance Corporation,
historically has provided mortgage insurance coverage in the
United States.  Triad ceased issuing new commitments for mortgage
guaranty insurance coverage on July 15, 2008, and is operating its
business in run-off under two Corrective Orders issued by the
Illinois Dpartment of Insurance and its director.

                          *     *    *

In its Form 10-Q for the quarterly period ended September 30,
2009, Triad Guaranty Inc. said that there is substantial doubt as
to its ability to continue as a going concern, based on, among
other things, the possible inability of Triad to comply with the
provisions of the Corrective Orders, the Company's recurring
losses from operations and the Company reporting an increasing
deficit in assets as of the end of each of its last five calendar
quarters.


TRIBUNE CO: Bank Debt Trades at 38% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which Tribune Co. is a
borrower traded in the secondary market at 61.82 cents-on-the-
dollar during the week ended Friday, March 5, 2010, according to
data compiled by Loan Pricing Corp. and reported in The Wall
Street Journal.  This represents an increase of 0.93 percentage
points from the previous week, The Journal relates.  The loan
matures May 17, 2014.  Tribune pays 300 basis points above LIBOR
to borrow under the facility.  Moody's has withdrawn its rating on
the bank debt, while it is not rated by Standard & Poor's.  The
debt is one of the biggest gainers and losers among 190 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

Headquartered in Chicago, Illinois, Tribune Co. --
http://www.tribune.com/-- is a media company, operating
businesses in publishing, interactive and broadcasting, including
ten daily newspapers and commuter tabloids, 23 television
stations, WGN America, WGN-AM and the Chicago Cubs baseball team.

The Company and 110 of its affiliates filed for Chapter 11
protection on Dec. 8, 2008 (Bankr. D. Del. Lead Case No. 08-
13141).  The Debtors proposed Sidley Austion LLP as their counsel;
Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel;
Lazard Ltd. and Alvarez & Marsal North Americal LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims agent.  As
of Dec. 8, 2008, the Debtors have $7,604,195,000 in total assets
and $12,972,541,148 in total debts.

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


TRONOX INC: Pigments Units Had EUR120 Mil. in Sales in 2009
-----------------------------------------------------------
With sales of EUR120 million and clear indications that earnings
were positive, insolvent titanium dioxide producer Tronox Pigments
did comparatively well in 2009, according to Plast Europe.  The
report, however, says the former subsidiary of Tronox Inc. did not
provide any information on its earnings.

The recent investment plans, located in the high single-digit
millions range, provide some indication of its earnings position,
the report said.  The aim is to drive forward the development of
intelligent new products and to target markets as yet untapped by
the company, the report added.

                         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: Wants Plan Exclusivity Until July 12
------------------------------------------------
Tronox Incorporated and its debtor-affiliates ask Judge Allan L.
Gropper of the U.S. Bankruptcy Court for the Southern District of
New York to extend their exclusive period to file a plan of
reorganization through July 12, 2010, and their exclusive period
to solicit acceptances of that plan through September 13, 2010.

Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
relates that since the December 10, 2009 order extending the
Debtors' Exclusive Periods to March 15, 2010 and May 14, 2010, and
as a result of herculean efforts, the Debtors and their key
creditor constituencies reached an agreement on the framework and
substance of a plan of reorganization, thereby eliminating the
need for an auction of the Debtors' assets.  Consequently, the
Debtors cancelled their scheduled auction and, since that time,
have focused on negotiating and documenting a standalone plan of
reorganization.

According to Mr. Henes, the negotiation and documentation of the
standalone plan is complex.  The Debtors must make sure numerous
creditor constituencies with disparate rights and views are
comfortable with the plan, which takes careful consideration and
time.  In addition, the Debtors are working hard to attempt to
achieve a fully consensual plan by brokering a settlement between
the Debtors' equity committee and creditor constituencies.

"Based on the progress the Debtors have made to date and the
momentum it has generated towards constructing a standalone plan,
ample cause exists to extend the Exclusive Periods for a fourth
time to enable the Debtors' to bring the Chapter 11 cases to a
successful end," Mr. Henes tells the Court.

Mr. Henes also notes that during the Third Exclusivity Period the
Debtors reached a settlement with its prepetition term loan
lenders and the Official Committee of Unsecured Creditors
regarding the Creditors Committee's suit against those lenders,
Adv. Proc. No. 09-01388 (ALG).  The settlement, which was a key
component of the Debtors' standalone plan negotiations, resulted
in the receipt of $5 million by the Debtors in exchange for a
release of the term loan lenders from the claims underlying the
suit.

Mr. Henes avers that the Debtors are not seeking an extension of
their Exclusive Periods to pressure creditors.  To the contrary,
Mr. Henes explains, the Debtors have worked constructively and
openly with all of its stakeholders to negotiate the framework for
its standalone plan of reorganization and will continue to do so
to win support for consummation of that plan.

The Court will convene a hearing on March 25, 2010, at 11:00 a.m.
(Eastern Time) to consider approval of the request.  Objections
are due on March 18, 2010, at 4:00 p.m. (Eastern Time).

                         About Tronox Inc.

Headquartered in Oklahoma City, Tronox Incorporated (Pink Sheets:
TRXAQ, TRXBQ) is the world's fourth-largest producer and marketer
of titanium dioxide pigment, with an annual production capacity of
535,000 tonnes.  Titanium dioxide pigment is an inorganic white
pigment used in paint, coatings, plastics, paper and many other
everyday products.  The Company's four pigment plants, which are
located in the United States, Australia and the Netherlands,
supply high-performance products to approximately 1,100 customers
in 100 countries.  In addition, Tronox produces electrolytic
products, including sodium chlorate, electrolytic manganese
dioxide, boron trichloride, elemental boron and lithium manganese
oxide.

Tronox has $1.6 billion in total assets, including $646.9 million
in current assets, as at September 30, 2008.  The Company has
$881.6 million in current debts and $355.9 million in total
noncurrent debts.

Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates
filed for Chapter 11 protection on January 13, 2009 (Bankr.
S.D.N.Y. Case No. 09-10156).  The case is before Hon. Allan L.
Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and
Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York,
represent the Debtors.  The Debtors also tapped Togut, Segal &
Segal LLP as conflicts counsel; Rothschild Inc. as investment
bankers; Alvarez & Marsal North America LLC, as restructuring
consultants; and Kurtzman Carson Consultants serves as notice and
claims agent.

An official committee of unsecured creditors and an official
committee of equity security holders have been appointed in the
cases.  The Creditors Committee has retained Paul, Weiss, Rifkind,
Wharton & Garrison LLP as counsel.

Until September 30, 2008, Tronox Inc. was publicly traded on the
New York Stock Exchange under the symbols TRX and TRX.B.  Since
then, Tronox Inc. has traded on the Over the Counter Bulletin
Board under the symbols TROX.A.PK and TROX.B.PK.  As of
December 31, 2008, Tronox Inc. had 19,107,367 outstanding shares
of class A common stock and 22,889,431 outstanding shares of class
B common stock.

Bankruptcy Creditors' Service, Inc., publishes Tronox Bankruptcy
News.  The newsletter tracks the Chapter 11 proceeding undertaken
by Tronox Inc. and its 14 affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


TRUMP ENTERTAINMENT: Wants $45MM Bridge Liquidity Funding OK'd
--------------------------------------------------------------
Trump Entertainment Resorts, Inc., et al., ask the U.S. Bankruptcy
Court for the District of New Jersey for authorization to:

   (i) incur postpetition indebtedness with priority over
       administrative expenses and secured by liens on property of
       the estates, subject to the carve out; and

  (ii) amend the cash collateral order to provide for the
       continued use of cash collateral.

The Debtors intend to use the money to (a) operate their three
casino hotels in Atlantic City; and (b) make adequate protection
payments the First Lien Lenders under the cash collateral order.

The Debtors relate that the competing plan process have caused the
excessive adequate protection payments to the First Lien Lenders.
Proceedings are underway in connection with the Court's
consideration of two competing plans, one submitted jointly by the
Debtors and certain holders of the 8.5% Senior Secured Notes due
2015, and the other submitted by Icahn Partners, Beal Bank and
Beal Bank Nevada.

The Ad Hoc Committee committed to provide $45 million in bridge
liquidity from the confirmation date through the effective date of
the AHC/Debtor Plan.

              The Salient Terms of the DIP Financing

* DIP Facility Lenders: Avenue Capital Management II, L.P.;
Contrarian Funds, LLC; Continental Casualty Company; GoldenTree
Asset Management, LP; MFC Global Investment Management U.S. LLC;
Northeast Investors Trust; Polygon Global Opportunities Master
Fund; Interstate 15 Holdings, Ltd., or affiliates of one or more
of the foregoing.

* DIP Facility Amount: up to $45,000,000.

* Type of DIP Facility: A non-amortizing, multiple issuance
secured term notes facility.

* Administrative Agent: Wilmington Trust FSB or another entity to
be appointed with the consent of the Commitment Parties.

* Availability Period: from the closing date through the DIP
Termination Date.

* DIP Termination Date: The earliest of (i) the date which is six
months after the closing date, or (ii) the occurrence of an event
of default or the termination date.

*Interest Rate: 10% per annum

* Fees: None.

In a separate motion, the Debtors will be seeking an amendment of
the cash collateral order to eliminate further adequate protection
payment requirements until further order of the Court.  The
Debtors believe that the over $52 million of adequate protection
cash payments made to the First Lien Lenders, are more than
sufficient to adequately protect Icahn and Beal Bank, and the
cessation of further payment obligations will enable the Debtors
to meet all its current payment obligations.

The Debtors add that Icahn offered to provide debtor-in-possession
financing in connection with, and subject to confirmation of, the
Icahn/Beal Plan.  The Debtors have not pursued that proposal
because they strongly oppose confirmation of the Icahn/Beal Plan.

                About Trump Entertainment Resorts

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's
confirmation of its Chapter 11 plan on April 5, 2005, and in May
2005, it exited from bankruptcy under the name Trump Entertainment
Resorts Inc.


TRW AUTOMOTIVE: Moody's Raises Corporate Family Rating to 'B2'
--------------------------------------------------------------
Moody's Investors Service raised TRW Automotive, Inc.'s Corporate
Family and Probability of Default ratings to B2 from B3.  In a
related action Moody's also raised the ratings of the senior
secured credit facilities to Ba2 from Ba3, and raised the ratings
for the guaranteed senior unsecured notes to B3 from Caa1.  The
Speculative Grade Liquidity Rating was raised to SGL-2 from SGL-3.
The rating outlook is changed to positive from stable.

The upgrade of TRW's Corporate Family Rating to B2 is in response
to the company's strong operating performance and resulting credit
metrics for the fourth quarter of 2009 beyond Moody's
expectations, as a result of improving automotive production
compared to earlier in the year and the effect of restructuring
actions.  These conditions led to gross margin improvement from
about 1% in the first quarter of 2009 to about 11% in the fourth
quarter.  Most of this improvement is expected to benefit the
company's results in 2010.  However, the company's performance
will be challenged by risks.  These risks include the approximate
20% of TRW's 2009 revenues from the North American operations of
the Detroit-3, exposing the company to the potential for market
share erosions and further restructuring actions at GM and
Chrysler.  Moody's also expects second-half 2010 automotive
production levels in Europe to be pressured by Moody's expectation
of lower retail units sales for the full year (declining 15%).
Content per vehicle will also be pressured as consumers' buying
preferences shift to smaller cars away from SUVs.

TRW's positive outlook considers potential for the company's
credit metrics to further improve over the intermediate-term as a
result of Moody's expectation for improving North American
automotive production levels in 2010 and 2011 of 11.5 million
units, and 13 million units, respectively.  North America
accounted for about 26% of TRW's revenues in 2009.  The company's
liquidity position should support the company's ability to deliver
stronger results over the intermediate-term, given the expected
lackluster improvement in automotive production levels in Europe
(about 58% of revenue) in 2010.  TRW's competitive position is
expected to continue to benefit from its strong position in safety
products, and a sound level of geographic, customer, and product
diversification.

TRW's liquidity rating of SGL-2 reflects a good liquidity profile
over the next twelve months.  As of December 31, 2009, the
company's cash balance was $788 million.  The cash balance
improvement over the third quarter cash balance of $474 million
was driven by the company's strong fourth quarter free cash flow,
the net proceeds from the exchangeable and senior unsecured note
issuances, partially offset by the net reduction of funded senior
secured debt.  Although there is nominal required amortization
under the senior secured credit facilities, incremental capital
expenditures and working capital needs required to support the
company's growth are expected to result in only a modest cash burn
over the next twelve months.  TRW's liquidity position is also
supported by a $1.256 billion revolving credit facility.  As of
December 31, 2009, the revolving credit facility was unfunded with
$58 million of letters of credit and bank guarantees issued.  The
majority of the committed facility is expected to remain available
over the next twelve months providing ample funding capacity for
the company's needs.  The financial covenant cushions over the
near-term are expected to benefit from the company's recent strong
quarterly performance allowing TRW full access to the revolver
availability.  Alternative liquidity arrangements will continue to
be limited by the current bank liens over substantially all of the
company's assets.

Ratings raised:

  -- Corporate Family Rating, to B2 from B3;

  -- Probability of Default Rating, to B2 from B3;

  -- $1.256 billion combined senior secured domestic and global
     revolving credit facilities, to Ba2 (LGD1, 8%) from Ba3
     (LGD1, 8%);

  -- $225 million senior secured term loan A2, to Ba2 (LGD1, 8%)
     from Ba3 (LGD1, 8%);

  -- $175 million senior secured term loan B, to Ba2 (LGD1, 8%)
     from Ba3 (LGD1, 8%);

  -- $500 million senior unsecured notes due 2014, to B3 (LGD4
     61%) from Caa1 (LGD4, 62%);

  -- EUR275 million senior unsecured notes due 2014, to B3 (LGD4
     61%) from Caa1 (LGD4, 62%);

  -- $600 million senior unsecured notes due 2017, to B3 (LGD4
     61%) from Caa1 (LGD4, 62%);

  -- Speculative Grade Liquidity Rating, to SGL-2 from SGL-3

  -- Rating Outlook, to Positive from Stable

The last rating action was on December 7, 2009 when ratings were
assigned to the amended senior secured credit facilities.

TRW Automotive, Inc., headquartered in Livonia, MI, is among the
world's largest and most diversified suppliers of automotive
systems, modules, and components to global vehicle manufacturers
and related aftermarket.  The company has four operating segments:
Chassis Systems, Occupant Safety Systems, Automotive Components,
and Electronics.  Its primary business lines encompass the design,
manufacture, and sale of active and passive safety related
products.  Revenues in 2009 were approximately $11.6 billion.


UAL CORP: Decision to Outsource Raises Safety Issues
----------------------------------------------------
United Air Lines, Inc., intends to outsource engineering work from
its mechanic base at San Francisco International Airport, San
Mateo County Times reports.  United plans to lay off 50 employees,
mostly engineers, later this year at the San Francisco hub, the
report says.  In this light, United will move majority of the
engineering work to a private consulting firm in Atlanta, Georgia,
called TeamSAI, Inc., while some information technology jobs would
be transferred to India, the report discloses.

However, United's employees and U.S. Congress Representative
Jackie Speier for California's 12th District are concerned of the
impact the move will have on the quality of repair work and
aircraft safety, San Mateo County Times reports.  United's
engineers and mechanics and Ms. Speier pointed out that duties
being done by non-airline workers offsite could cause mistakes
from miscommunication or inferior quality work, the report notes.

United spokesperson Megan McCarthy stated that the safety of the
aircraft is United's highest priority, San Mateo County Times
reports.  All the laid off employees were given the chance to
apply for a transfer to Atlanta or to another job at the San
Francisco hub, the report says.

The aviation subcommittee of the House of Representatives will
convene a hearing on United's San Francisco topic later this
summer, San Mateo County Times discloses.

                   About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.  (United Airlines
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.


UAL CORP: Disagrees With Fee Hikes at O'Hare Int'l Airport
----------------------------------------------------------
United Air Lines, Inc., and American Airlines are against the
Chicago aviation officials' plan to raise rents and landing fees
at O'Hare International Airport despite the recession and a
struggling airline industry, Chicago Tribune reports.  The
Carriers also disagree with the City's plan to use the money to
repay bonds, which carry a 4% variable interest and are not due
for another 20 years, the article points out.

Against this backdrop, talks on the funding deal of the final new
runways at O'Hare International Airport are put off until the City
rethinks its financial strategy, the Airlines said in a letter to
Chicago Aviation Commissioner Rosemario Andolino, Tribune
discloses.

On behalf of United, Michael Trevino commented that it is fiscally
irresponsible to prepay debt that already has a coupon of 4%,
especially when that debt is not due until 2030, The Tribune
notes.

                   About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.  (United Airlines
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.


UAL CORP: To Sell Former Headquarters Facility
----------------------------------------------
United Air Lines, Inc., will sell the space at its former world
headquarters facility in 1200 E Algonquin Rd, Arlington Heights,
Illinois, GlobeSt.com discloses.  Jones Lang Lasalle markets the
66-acre, one million-square foot property, which includes four
office buildings and an underground data center, GlobeST.com
notes.  No price is set since the property could be utilized in
different ways, GlobeST.com points out.

United plans to lease the space back for at least three years
while the company transitions to new facilities, Jones Lang says,
GlobeST.com notes.  Jones Lang however clarifies that United will
not occupy the entire facility but the company will take the
entire data center as well as one of the office buildings,
GlobeSt.com adds.

                   About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors.  Judge Eugene R. Wedoff
confirmed a reorganization plan for United on Jan. 20, 2006.  The
Company emerged from bankruptcy on Feb. 1, 2006.  (United Airlines
Bankruptcy News; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.


UNITED AIR: Bank Debt Trades at 18% Off in Secondary Market
-----------------------------------------------------------
Participations in a syndicated loan under which United Airlines,
Inc., is a borrower traded in the secondary market at 81.83 cents-
on-the-dollar during the week ended Friday, March 5, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 1.00
percentage points from the previous week, The Journal relates.
The Company pays 200 basis points above LIBOR to borrow under the
facility.  The bank loan matures on Feb. 13, 2013, and carries
Moody's B3 rating and Standard & Poor's B+ rating.  The debt is
one of the biggest gainers and losers among 190 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)

UAL Corp. carries a 'Caa1' probability of default rating from
Moody's, 'B-' long term foreign issuer credit rating from Standard
& Poor's, and 'CCC' long term issuer default rating from Fitch.


VALMONT INDUSTRIES: Moody's Affirms 'Ba1' Corp. Family Rating
-------------------------------------------------------------
Moody's Investors Service affirmed all the credit ratings of
Valmont Industries, Inc., including the Ba1 Corporate Family
Rating and the Ba2 rating on the senior subordinated notes.  The
ratings outlook remains positive.

Valmont announced that the boards of directors of Valmont and
Delta, PLC have agreed to the terms of a recommended cash offer
for all of the outstanding ordinary shares of Delta.  The offer
price is GBP1.85 per ordinary share, representing a transaction
value of approximately $430 million at current exchange rates.
The transaction is subject to the satisfaction of customary
closing conditions, including Delta shareholder acceptance and
regulatory approvals.  Valmont expects to close the transaction in
the second quarter.

Valmont will finance the transaction with cash on hand, its
existing $280 million revolver, and a short-term committed debt
facility to be provided by Credit Suisse Securities (USA) LLC and
Banc of America Securities LLC.  Permanent debt financing is
anticipated through a bond offering in the future.

"Valmont's financial metrics were very strong for the Ba1 rating
category prior to the Delta acquisition and are expected to remain
strong afterwards," stated Moody's analyst Suzanne Wingo.  Debt to
EBITDA, reflecting Moody's standard adjustments, would increase
from 0.9 times at December 31, 2009 to approximately 2 times on a
pro forma basis.  The acquisition increases Valmont's scale and
geographic diversification by adding approximately $500 million in
incremental revenues in mostly complementary product lines to its
existing businesses.  Nonetheless, while no major restructuring
activities are planned, the majority of Delta's assets are located
outside the Americas which could add a level of risk and
complexity to the integration process.

Although Moody's are maintaining a positive ratings outlook,
Moody's do not anticipate a positive rating action in the very
near term.  The ratings could be upgraded after permanent
financing is obtained, there are clear indications that Delta's
businesses have been successfully integrated, and Moody's have
more visibility into the combined company's expected financial
results and policies over the medium term.  The ratings outlook
could be stabilized if Valmont were to experience a prolonged
downturn resulting in a sustained contraction in the company's
consolidated results or liquidity profile.  Additionally, a change
towards more aggressive financial policies could pressure the
ratings.

In the meantime, Valmont's short-term liquidity rating may be
impacted at various points in the upcoming financing process.

Currently, the company's liquidity rating is SGL-1, indicating a
very good liquidity profile.  The SGL-1 rating could be downgraded
when the transaction closes if acquisition financing has a near-
term maturity and availability under the $280 million revolver has
been significantly reduced.  If this is the case and the liquidity
rating is lowered, after permanent long-term financing has been
put in place the liquidity rating could subsequently be raised.

Moody's affirmed these ratings:

  -- Corporate Family Rating, Ba1

  -- Probability of Default Rating, Ba1

  -- $150 million senior subordinated notes due 2014, Ba2 / LGD5
     (85%)

  -- Speculative Grade Liquidity Rating, SGL-1

The previous rating action for Valmont occurred on August 4, 2009,
when Moody's changed the rating outlook to positive from stable
and affirmed all the ratings.

Valmont Industries, Inc. is a global producer of metal and
concrete pole and tower structures, mechanized irrigation systems
and coatings.  Customers and end-users include state and federal
governments, contractors, utility and telecommunications
companies, manufacturers of commercial lighting fixtures and large
farms.  Headquartered in Omaha, Nebraska, the company is publicly
held (ticker: VMI) and reported revenues of $1.8 billion for the
year ended December 26, 2009.


VERILINK CORP: District Court Rejects Interlocutory Appeal
----------------------------------------------------------
WestLaw reports that interlocutory appellate review of a
bankruptcy court order denying defendants' motion for judgment on
the pleadings on limitations grounds in an adversary proceeding
alleging breach of fiduciary duties and violations of federal
securities laws was not warranted.  The bankruptcy court refused
to rule on the issue because additional factual development was
needed before it could rule on tolling issues.  There was no
showing that other courts had examined the issue and reached
different conclusions.  Smith v. Laddin, --- F.Supp.2d ----, 2010
WL 569688 (N.D. Ala.) (Hopkins, J.).

Liquidating Trustee Darryl S. Laddin filed a Complaint (Bankr.
N.D. Ala. Adv. Pro. No 08-____) on April 8, 2008, against Leigh S.
Belden, Steven C. Taylor, C.W. Smith, S. Todd Westbrook, and
others, asserting causes of action based on (1) insider trading
claims, (2) claims arising from a transaction involving Larscom
while in the zone of insolvency, (3) claims under Section 14(a) of
the Securities Exchange Act of 1934, and (4) "PIPE Notes" claims.

In the Bankruptcy Court, Messrs. Smith and Westbrook argued that
the statutes of limitations expired on all the claims asserted
against them.  The Trustee countered by asserting that the
limitations periods were tolled.  Judge Cadell held that
"[t]olling may apply to preserve each of Plaintiff's breach of
fiduciary claims, as well as Plaintiff's claim under Section 14(a)
of the Securities Exchange Act of 1934.  At this early stage of
the litigation where there has been no significant discovery, the
Court cannot rule that the limitations periods were not tolled by
any of the tolling theories asserted by Plaintiff."  Judge Hopkins
won't either.

Messrs. Beldon and Taylor contend that Verilink, as a corporation,
lacks standing to bring claims for violation of the Section 14(a)
of the Securities Exchange Act of 1934.  Judge Cadell held that
"developed case law" by the Supreme Court and the Court of Appeals
for the Second Circuit "provides for [a] private right of action
under Sec. 14(a) . . . for corporations themselves."   Messrs.
Beldon and Taylor tell Judge Hopkins that Judge Cadell should have
looked at Delaware law rather than Second Circuit law.  Judge
Hopkins says Messrs. Beldon and Taylor need to have another
conversation with Judge Cadell rather than the District Court.

                     About Verilink Corp.

Verilink and its subsidiary Larscom Incorporated filed
voluntary Chapter 11 petitions (Bankr. N.D. Ala. Case Nos.
06-50866 and 06-80567) on April 9, 2006, disclosing
$37,221,000 in assets and $23,913,000 in debts at the
time of the filing.  On December 7, 2006, the Company
submitted a Second Amended Joint Plan of Reorganization
to the Court for consideration.  On January 31, 2007,
the Court issued an order confirming the Plan in its
entirety.  The Plan was deemed effective January 31, 2007.

The Plan provided for the orderly liquidation of the Company's
assets to provide a distribution to its creditors.  The Plan
provides for the creation of a Liquidating Trust to transfer all
remaining assets for liquidation, administration and distribution
in accordance with the Plan.  The assets transferred to the
Liquidating Trust include, without limitation, all Causes of
Action that the Debtors had or had power to assert immediately
prior to the Order confirming the Plan.

Darryl S. Laddin serves as the Liquidating Trustee and is
represented by J. Hayden Kepner, Jr., Esq., at Arnal Golden
Gregory LLP, in Atlanta, Ga.


VISTEON CORP: Bank Debt Trades at 110.25% in Secondary Market
-------------------------------------------------------------
Participations in a syndicated loan under which Visteon
Corporation is a borrower traded in the secondary market at 110.25
cents-on-the-dollar during the week ended Friday, March 5, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.59
percentage points from the previous week, The Journal relates.
The loan matures on May 30, 2013.  Visteon pays 300 basis points
above LIBOR to borrow under the facility.  Moody's has withdrawn
its rating on the bank debt and it is not rated by Standard &
Poor's.  The debt is one of the biggest gainers and losers among
190 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


WATERFIELD BANK: Closed; New bank to Take Over Operations
---------------------------------------------------------
Waterfield Bank, Germantown, Maryland, was closed March 5 by the
Office of Thrift Supervision, which appointed the Federal Deposit
Insurance Corporation (FDIC) as receiver.  To protect the insured
depositors, the FDIC created Waterfield Bank, FA-a new depository
institution chartered by the OTS and insured by the FDIC-to take
over the operations of Waterfield Bank.  The new institution will
remain open until April 5, 2010, to allow depositors access to
their insured funds and time to move accounts to other insured
institutions.

The bank had one branch location.  It also took deposits from
customers via the Internet and 38 affinity groups.

At the time of closing, the receiver immediately transferred to
Waterfield Bank, FA, all insured deposits of the failed bank,
except certificates of deposits (CDs) and individual retirement
accounts (IRAs).  The FDIC will mail checks directly to customers
with CDs and IRAs for the amount of their insured funds, on Monday
morning, March 8.

Customers with savings accounts, checking accounts and money
market deposit accounts will have access to their insured funds as
usual during this transitional period.  Banking activities, such
as direct deposit, check writing, and ATM and debit card use, will
continue as normal for the customers with demand deposit accounts
until Waterfield Bank, FA, closes on April 5.  At the end of this
transition period, the FDIC will mail checks to customers who have
not closed their accounts or transferred their funds to another
institution.

On-line banking services, including bill pay, were unavailable for
transactions over the weekend; however, these systems will be
active by Monday morning, March 8.

As of December 31, 2009, Waterfield Bank had $155.6 million in
assets and $156.4 million in deposits.  At the time of closing,
the amount of deposits exceeding the insurance limits totaled
about $407,000.  This amount is an estimate and is likely to
change as the FDIC works with customers of Waterfield Bank. The
uninsured deposits were not transferred to the newly chartered
institution.

Depositors with more than $250,000 at Waterfield Bank should call
the FDIC at (800) 830-4735 to make an appointment to discuss the
status of their funds.  Customers who would like more information
about the transaction can call the toll-free number; send an e-
mail to waterfieldbankquestions@fdic.gov; or visit the FDIC's Web
site at:
http://www.fdic.gov/bank/individual/failed/waterfield.html

Under the FDI Act, the FDIC may create a new depository
institution to ensure that depositors have continued access to
their insured funds where no other bank has agreed to assume the
insured deposits. This arrangement allows for uninterrupted direct
deposits and automated payments from customers' accounts and
allows them time to find another institution with which to do
business.

The FDIC estimates that the cost to its Deposit Insurance Fund
will be $51.0 million.  Waterfield Bank is the 25th bank to fail
in the nation this year and the first in Maryland. The last FDIC-
insured institution to fail in the state was Bradford Bank,
Baltimore, on August 28, 2009.


WESTERN REFINING: Bank Debt Trades at 9% Off in Secondary Market
----------------------------------------------------------------
Participations in a syndicated loan under which Western Refining,
Inc., is a borrower traded in the secondary market at 91.46 cents-
on-the-dollar during the week ended Friday, March 5, 2010,
according to data compiled by Loan Pricing Corp. and reported in
The Wall Street Journal.  This represents an increase of 0.89
percentage points from the previous week, The Journal relates.
The Company pays 600 basis points above LIBOR to borrow under the
facility.  The bank loan matures on May 31, 2014, and carries
Moody's B3 rating and Standard & Poor's BB- rating.  The debt is
one of the biggest gainers and losers among 190 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday.

Western Refining, Inc., headquartered in El Paso, Texas, is an
independent refining and marketing company.  Western owns and
operates a 128,000 barrel per day low complexity light sweet
refinery at El Paso, Texas, a medium sized relatively complex
coking refinery at Yorktown, Virginia, and two very small light
sweet crude oil refineries in the Four Corners region of New
Mexico.


XIOM CORP: James Weber Replaces Andrew Mazzone from Board
---------------------------------------------------------
The Board of Directors of Environmental Infrastructure Holdings
Corp. accepted the resignation of Andrew B. Mazzone from the
board, and elected James K. Weber to fill the vacancy created by
the resignation of Mr. Mazzone.

Mr. Mazzone's decision to resign his seat on the board did not
arise or result from any disagreement with the Registrant on any
matters relating to the the company's operations, policies or
practices, but rather Mr. Mazzone's desire to curtail his
activities for personal reasons.  Mr. Weber's term will expire at
the Annual Stockholders Meeting in 2010.  There are no
understandings or arrangements between Mr. Weber and any other
person by which he was selected as a director.

Environmental Infrastructure Holdings Corp, formerly XIOM Corp,,
was incorporated in Delaware on March 2, 1998.  Xiom Corp. --
http://xiom-corp.com/-- manufactures industrial based thermal
spray coating systems in the United States.

                           *     *     *

According to the Troubled Company Reporter on Feb. 24, 2010,
Environmental Infrastructure Holdings Corp. said it is unable to
file its quarterly report on Form 10-Q for its fiscal quarter
ended Dec. 31, 2009, because it was unable to compile certain
information.


* Bank Failures This Year Reach 26 as 4 Fell March 5
----------------------------------------------------
Regulators closed four banks bank Friday -- Sun American Bank,
Boca Raton, FL; Waterfield Bank, Germantown, MD; Centennial Bank,
Ogden, UT; and Bank of Illinois, Normal, IL -- raising the total
closings for this year to 26.

The Federal Deposit Insurance Corporation was appointed receiver
for the banks.

In accordance with Federal law, allowed claims against failed
financial institutions will be paid, after administrative
expenses, in this order of priority:

     1. Depositors
     2. General Unsecured Creditors
     3. Subordinated Debt
     4. Stockholders

                    2010 Failed Banks List

The FDIC was appointed as receiver for the closed banks.  To
protect the depositors, the FDIC entered into a purchase and
assumption agreement with various banks that agreed to assume the
deposits of most of the closed banks.  The FDIC also entered into
loss-share transactions on assets bought by the banks.

For this year, the failed banks are:

                               Loss-Share
                               Transaction Party     FDIC Cost
                  Assets of    Bank That Assumed   to Insurance
                  Closed Bank  Deposits & Bought      Fund
Closed Bank       (millions)   Certain Assets       (millions)
-----------       ----------   --------------      -----------
Sun American Bank       $535.7    First-Citizens Bank     $103.8
Waterfield Bank         $155.6    {FDIC Created}           $51.0
Centennial Bank         $215.2    Zions Bank               $96.3
Bank of Illinois        $211.7    Heartland Bank           $53.7
Rainier Pacific Bank    $446.2    Umpqua Bank, Roseburg    $95.2
Carson River Community   $51.1    Heritage Bank of Nevada   $7.9
George Washington       $412.8    FirstMerit Bank         $141.4
La Jolla Bank         $3,600.0    OneWest Bank, FSB       $882.3
The La Coste Nat'l       $53.9    Community National        $3.7
Marco Community Bank    $119.6    Omaha Bank               $38.1
1st American State       $18.2    Community Development     $3.1
First National Bank     $832.6    Community & Southern    $260.4
Florida Community       $875.5    Premier American Bank   $352.6
American Marine Bank    $373.2    Columbia State Bank      $58.9
Marshall Bank, N.A.      $59.9    United Valley Bank        $4.1
First Regional Bank   $2,180.0    First-Citizens Bank     $825.5
Comm. Bank & Trust    $1,210.0    SCBT, N.A.              $354.5
Charter Bank          $1,200.0    Charter, Albuquerque    $201.9
Evergreen Bank          $488.5    Umpqua Bank, Roseburg    $64.2
Columbia River Bank   $1,100.0    Columbia State Bank     $172.5
Bank of Leeton           $20.1    Sunflower Bank            $8.1
Premier American Bank   $350.9    Bond Street subsidiary   $85.0
Town Community           $69.6    Bank First American      $17.8
St. Stephen State        $24.7    First State Bank          $7.2
Barnes Banking          $827.8    {DINB Created}          $271.3
Horizon Bank          $1,400.0    Washington Federal      $539.1

In 2009, there were 140 failed banks, compared with just 25 for
2008.

A complete list of banks that failed since 2000 is available at:

    http://www.fdic.gov/bank/individual/failed/banklist.html

                   702 Banks on Problem List

In its quarterly banking profile, the Federal Deposit Insurance
Corp. said that the number of institutions on its "Problem List"
rose to 702 at the end of 2009, from 552 at the end of the third
quarter and 252 at the end of 2008.

The FDIC, in its February 23 report, said that total assets of
"problem" institutions were $402.8 billion at yearend 2009,
compared with $345.9 billion at the end of September and $159.0
billion at the end of 2008.  Both the number and assets of
"problem" institutions are at the highest level since June 30,
1993.

The Deposit Insurance Fund (DIF) decreased by $12.6 billion during
the fourth quarter to a negative $20.9 billion (unaudited)
primarily because of $17.8 billion in additional provisions for
bank failures.  Also, unrealized losses on available-for-sale
securities combined with operating expenses reduced the fund by
$692 million.  Accrued assessment income added $3.1 billion to the
fund during the quarter, and interest earned, combined with
termination fees on loss share guarantees and surcharges from the
Temporary Liquidity Guarantee Program added $2.8 billion.  For the
year, the fund balance shrank by $38.1 billion, compared to a
$35.1 billion decrease in 2008.  The DIF's reserve ratio was
negative 0.39% on December 31, 2009, down from negative 0.16% on
September 30, 2009, and 0.36% a year ago.  The December 31, 2009,
reserve ratio is the lowest reserve ratio for a combined bank and
thrift insurance fund on record.

Forty-five insured institutions with combined assets of
$65.0 billion failed during the fourth quarter of 2009, at an
estimated cost of $10.2 billion.  For all of 2009, 140 FDIC-
insured institutions with assets of $169.7 billion failed, at an
estimated cost of $37.4 billion.  This was the largest number of
failures since 1990 when 168 institutions with combined assets of
$16.9 billion failed.

On November 12, 2009, the FDIC adopted a final rule amending the
assessment regulations to require insured depository institutions
to prepay their quarterly risk-based assessments for the fourth
quarter of 2009 and for all of 2010, 2011, and 2012 on December
30, 2009, along with each institution's risk-based assessment for
the third quarter of 2009.   The FDIC is asking banks to prepay
three years of premiums on Dec. 30 to raise $45 billion for the
fund.

"Problem" institutions are those institutions with financial,
operational, or managerial weaknesses that threaten their
continued financial viability.  They are rated by the FDIC or
Office of the Thrift Supervision as either a "4" or "5", based on
a scale of 1 to 5 in ascending order of supervisory concern.
The Problem List is not divulged to the public.  No advance notice
is given to the public when a financial institution is closed.

               Problem Institutions      Failed Institutions
               --------------------      -------------------
Year           Number  Assets (Mil)      Number  Assets (Mil)
----           ------  ------------      ------  ------------
2009              702      $402,800         140       $169,700
2008              252      $159,405          25       $371,945
2007               76       $22,189           3         $2,615
2006               50        $8,265           0             $0
2005               52        $6,607           0             $0
2004               80       $28,250           4           $170

A copy of the FDIC's Quarterly Banking Profile for the quarter
ended Dec. 31, 2009, is available for free at:

      http://bankrupt.com/misc/FDIC_QBP_Q4_09.pdf


* Democrats Unveil Bankruptcy-Law Reforms to Mixed Reaction
-----------------------------------------------------------
Proposed legislation to amend the Bankruptcy Code to protect rank-
and-file workers' pay and pensions while prohibiting bonuses for
top executives has drawn lukewarm reviews from the debtors' bar
and bankruptcy professors, ABI reports.

Assistant Senate Majority Leader Dick Durbin (D-IL) and House
Judiciary Committee Chairman John Conyers (D-MI) introduced
legislation, The Protecting Employees and Retirees in Business
Bankruptcies Act, which would make several changes to Chapter 11
bankruptcy law, putting workers interests near the top when
companies file for bankruptcy.

The new legislation amends bankruptcy law by prohibiting bonuses
and other forms of incentive compensation to senior officers of
companies in bankruptcy reorganization.  Under the proposed
amendments, senior executives would be prohibited from receiving
retirement benefits if workers lose retirement or health benefits.


* DLA Piper Snags Restructuring Attorneys in NYC, SF
----------------------------------------------------
DLA Piper has picked up three attorneys from King & Spalding LLP,
Pepler Mastromonaco LLP and Skadden Arps Slate Meagher & Flom LLP,
adding to the firm's restructuring and finance practices in
New York and San Francisco, Law360 reports.

Based in Baltimore, Maryland, DLA Piper -- http://www.dlapiper.com
-- has 3,400 lawyers operating out of 65 offices in the US;
Europe, the Middle East, and Africa; and the Asia Pacific region.
It serves corporate clients through a broad range of practices
divided into a dozen key groups; specialties include intellectual
property, regulatory and government affairs, and technology and
media.  The firm, which shortened its name from DLA Piper Rudnick
Gray Cary in 2006, was formed in 2005 when Maryland-based Piper
Rudnick merged with California-based Gray Cary Ware & Freidenrich
and UK firm DLA.


* Ropes & Gray Adds Weil Gotshal Bankruptcy Partner
---------------------------------------------------
Ropes & Gray announced that Tony Horspool has joined the firm in
its Bankruptcy and Business Restructuring practice. Horspool is
the latest in a series of strategic appointments since the firm
launched its London office in January.

Horspool joins Ropes & Gray from Weil, Gotshal & Manges in London.
Named a leading lawyer by Chambers UK: A Client's Guide to the UK
Legal Profession, he represents clients across the financial
services sector, including hedge funds, special situations groups,
banks, monolines, accounting firms and insurers.

The U.K. team is headed by leading finance and restructuring
lawyers Maurice Allen and Michael Goetz and was bolstered with the
addition of U.S. securities partner Jonathan Bloom. By adding a
top flight lawyer with deep experience advising companies and
their creditors in distressed situations, Ropes & Gray is
demonstrating its strong commitment to establishing a premier
service center for its clients in the vital London market.

"Tony's outstanding technical insolvency skills added to our
existing capabilities ensures that we can effectively represent
all the key constituencies in restructurings and insolvencies:
borrowers and sponsor clients, senior lenders, and subordinated
lenders," Allen says.

Horspool has been involved in many of the largest and most complex
restructurings of European companies, including Eurotunnel,
Parmalat and Telewest. He also has been involved with a number of
structured investment vehicles, and has been advising Lehman
Brothers Holding Inc. in relation to cross-border aspects of its
Chapter 11 filing and TI Automotive on its proposed scheme of
arrangement.


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

  Company            Coupon     Maturity  Bid Price
  -------            ------     --------  ---------
155 E TROPICANA       8.750%     4/1/2012    26.100
ABITIBI-CONS FIN      7.875%     8/1/2009    12.000
ACARS-GM              8.100%    6/15/2024    17.500
ADVANTA CAP TR        8.990%   12/17/2026    13.125
ALERIS INTL INC       9.000%   12/15/2014     0.500
AMBAC INC             9.375%     8/1/2011    47.090
APRIA HEALTHCARE      3.375%     9/1/2033    60.000
ARCO CHEMICAL CO     10.250%    11/1/2010    80.000
AT HOME CORP          0.525%   12/28/2018     0.005
ATHEROGENICS INC      1.500%     2/1/2012     0.375
BALLY TOTAL FITN     13.000%    7/15/2011     2.000
BALLY TOTAL FITN     14.000%    10/1/2013     0.500
BANK NEW ENGLAND      8.750%     4/1/1999    11.125
BANK NEW ENGLAND      9.875%    9/15/1999     9.000
BANK UNITED           8.000%    3/15/2009     0.900
BANKUNITED FINL       3.125%     3/1/2034     7.000
BANKUNITED FINL       6.370%    5/17/2012     5.000
BLOCKBUSTER INC       9.000%     9/1/2012    20.440
BOWATER INC           6.500%    6/15/2013    31.000
BOWATER INC           9.500%   10/15/2012    28.100
CAPMARK FINL GRP      5.875%    5/10/2012    28.500
CHAMPION ENTERPR      2.750%    11/1/2037     6.813
CHANDLER USA INC      8.750%    7/16/2014    20.000
CITADEL BROADCAS      4.000%    2/15/2011     5.000
CMP SUSQUEHANNA       9.875%    5/15/2014    37.000
COLLINS & AIKMAN     10.750%   12/31/2011     1.000
COMPUCREDIT           3.625%    5/30/2025    49.500
CONGOLEUM CORP        8.625%     8/1/2008    21.003
COUNTRYWIDE FINL      5.000%    3/15/2010    98.000
CREDENCE SYSTEM       3.500%    5/15/2010    60.000
DECODE GENETICS       3.500%    4/15/2011     5.875
DECODE GENETICS       3.500%    4/15/2011     6.375
FAIRPOINT COMMUN     13.125%     4/1/2018    12.000
FAIRPOINT COMMUN     13.125%     4/2/2018    15.125
FEDDERS NORTH AM      9.875%     3/1/2014     1.000
FINLAY FINE JWLY      8.375%     6/1/2012     1.000
GENERAL MOTORS        7.125%    7/15/2013    27.965
GENERAL MOTORS        7.700%    4/15/2016    28.750
GENERAL MOTORS        9.450%    11/1/2011    26.500
HAIGHTS CROSS OP     11.750%    8/15/2011    40.500
HAWAIIAN TELCOM       9.750%     5/1/2013     3.000
INDALEX HOLD         11.500%     2/1/2014     1.050
INN OF THE MOUNT     12.000%   11/15/2010    47.000
INTL LEASE FIN        5.300%    3/15/2010    98.875
INTL LEASE FIN        7.700%    3/15/2010    96.250
LANDRY'S RESTAUR      9.500%   12/15/2014    85.140
LEHMAN BROS HLDG      4.375%   11/30/2010    21.250
LEHMAN BROS HLDG      4.500%    7/26/2010    21.000
LEHMAN BROS HLDG      4.500%     8/3/2011    16.770
LEHMAN BROS HLDG      4.700%     3/6/2013    18.750
LEHMAN BROS HLDG      4.800%    2/27/2013    18.250
LEHMAN BROS HLDG      4.800%    3/13/2014    21.400
LEHMAN BROS HLDG      5.000%    1/14/2011    21.776
LEHMAN BROS HLDG      5.000%    1/22/2013    18.636
LEHMAN BROS HLDG      5.000%    2/11/2013    18.500
LEHMAN BROS HLDG      5.000%    3/27/2013    19.000
LEHMAN BROS HLDG      5.000%     8/3/2014    17.780
LEHMAN BROS HLDG      5.000%     8/5/2015    18.200
LEHMAN BROS HLDG      5.100%    1/28/2013    17.770
LEHMAN BROS HLDG      5.150%     2/4/2015    18.000
LEHMAN BROS HLDG      5.250%     2/6/2012    23.375
LEHMAN BROS HLDG      5.250%    2/11/2015    16.375
LEHMAN BROS HLDG      5.250%     3/5/2018    18.000
LEHMAN BROS HLDG      5.500%     4/4/2016    21.440
LEHMAN BROS HLDG      5.500%     2/4/2018    18.450
LEHMAN BROS HLDG      5.500%    2/27/2020    15.500
LEHMAN BROS HLDG      5.550%    2/11/2018    18.770
LEHMAN BROS HLDG      5.625%    1/24/2013    23.125
LEHMAN BROS HLDG      5.750%    4/25/2011    20.080
LEHMAN BROS HLDG      5.750%    7/18/2011    21.500
LEHMAN BROS HLDG      5.750%    5/17/2013    22.500
LEHMAN BROS HLDG      5.750%     1/3/2017     0.250
LEHMAN BROS HLDG      6.000%     4/1/2011    17.250
LEHMAN BROS HLDG      6.000%    7/19/2012    22.875
LEHMAN BROS HLDG      6.000%    6/26/2015    18.250
LEHMAN BROS HLDG      6.000%   12/18/2015    17.000
LEHMAN BROS HLDG      6.000%    2/12/2018    18.375
LEHMAN BROS HLDG      6.200%    9/26/2014    21.000
LEHMAN BROS HLDG      6.500%     3/6/2023    17.800
LEHMAN BROS HLDG      6.625%    1/18/2012    22.000
LEHMAN BROS HLDG      6.800%     9/7/2032    17.125
LEHMAN BROS HLDG      6.875%    7/17/2037     0.710
LEHMAN BROS HLDG      6.900%    6/20/2036    16.000
LEHMAN BROS HLDG      7.000%    4/16/2019    17.000
LEHMAN BROS HLDG      7.000%    5/12/2023    17.770
LEHMAN BROS HLDG      7.000%    10/4/2032    17.500
LEHMAN BROS HLDG      7.000%    9/28/2037    17.500
LEHMAN BROS HLDG      7.000%    4/22/2038    16.383
LEHMAN BROS HLDG      7.100%    3/25/2038    17.935
LEHMAN BROS HLDG      7.250%    4/29/2038    18.000
LEHMAN BROS HLDG      7.500%    5/11/2038     0.400
LEHMAN BROS HLDG      7.875%    11/1/2009    20.500
LEHMAN BROS HLDG      7.875%    8/15/2010    21.010
LEHMAN BROS HLDG      8.000%     3/5/2022    14.000
LEHMAN BROS HLDG      8.000%    3/17/2023    16.000
LEHMAN BROS HLDG      8.050%    1/15/2019    17.750
LEHMAN BROS HLDG      8.500%     8/1/2015    25.500
LEHMAN BROS HLDG      8.500%    6/15/2022    15.500
LEHMAN BROS HLDG      8.750%     2/6/2023    17.625
LEHMAN BROS HLDG      8.800%     3/1/2015    19.950
LEHMAN BROS HLDG      8.920%    2/16/2017    19.000
LEHMAN BROS HLDG      9.000%     3/7/2023    18.250
LEHMAN BROS HLDG      9.500%   12/28/2022    17.100
LEHMAN BROS HLDG      9.500%    1/30/2023    17.875
LEHMAN BROS HLDG      9.500%    2/27/2023    16.900
LEHMAN BROS HLDG     10.000%    3/13/2023    18.875
LEHMAN BROS HLDG     10.375%    5/24/2024    16.000
LEHMAN BROS HLDG     11.000%   10/25/2017    17.000
LEHMAN BROS HLDG     11.000%    6/22/2022    18.375
LEHMAN BROS HLDG     11.000%    8/29/2022    17.250
LEHMAN BROS HLDG     11.500%    9/26/2022    18.125
LEHMAN BROS HLDG     18.000%    7/14/2023    18.250
LEINER HEALTH        11.000%     6/1/2012     9.500
MAGNA ENTERTAINM      8.550%    6/15/2010    41.000
MAJESTIC STAR         9.500%   10/15/2010    76.000
MERRILL LYNCH         2.760%     3/9/2011    99.125
METALDYNE CORP       10.000%    11/1/2013    10.000
METALDYNE CORP       11.000%    6/15/2012     1.000
MORRIS PUBLISH        7.000%     8/1/2013    32.250
NEFF CORP            10.000%     6/1/2015    12.500
NETWORK COMMUNIC     10.750%    12/1/2013    42.020
NEWPAGE CORP         10.000%     5/1/2012    60.021
NEWPAGE CORP         12.000%     5/1/2013    39.137
NORTH ATL TRADNG      9.250%     3/1/2012    35.000
PALM HARBOR           3.250%    5/15/2024    68.500
RAFAELLA APPAREL     11.250%    6/15/2011    49.750
RAIT FINANCIAL        6.875%    4/15/2027    40.329
READER'S DIGEST       9.000%    2/15/2017     0.450
REXNORD CORP         10.125%   12/15/2012    38.000
RJ TOWER CORP        12.000%     6/1/2013     1.000
ROTECH HEALTHCA       9.500%     4/1/2012    60.000
SILVERLEAF RES        8.000%     4/1/2010    91.600
SIX FLAGS INC         9.625%     6/1/2014    26.500
SIX FLAGS INC         9.750%    4/15/2013    28.000
SPACEHAB INC          5.500%   10/15/2010    80.200
SPHERIS INC          11.000%   12/15/2012    17.610
STATION CASINOS       6.000%     4/1/2012    16.500
STATION CASINOS       6.875%     3/1/2016     0.625
STATION CASINOS       7.750%    8/15/2016    14.500
THORNBURG MTG         8.000%    5/15/2013    12.375
TIMES MIRROR CO       7.250%     3/1/2013    28.000
TOUSA INC             7.500%    3/15/2011     3.500
TOUSA INC             7.500%    1/15/2015     3.500
TOUSA INC             9.000%     7/1/2010    62.500
TOUSA INC             9.000%     7/1/2010    56.200
TOUSA INC            10.375%     7/1/2012     3.520
TOYOTA-CALL03/10      4.500%    3/20/2017    96.400
TRANS-LUX CORP        8.250%     3/1/2012    45.200
TRIBUNE CO            4.875%    8/15/2010    29.400
TRUMP ENTERTNMNT      8.500%     6/1/2015     1.308
VANGUARD HEALTH       9.000%    10/1/2014   104.366
VERASUN ENERGY        9.375%     6/1/2017     6.625
VERENIUM CORP         5.500%     4/1/2027    49.640
VION PHARM INC        7.750%    2/15/2012    15.500
WASH MUT BANK FA      5.125%    1/15/2015     1.000
WASH MUT BANK FA      5.650%    8/15/2014     0.760
WASH MUT BANK NV      5.500%    1/15/2013     0.375
WASH MUT BANK NV      5.550%    6/16/2010    44.000
WASH MUT BANK NV      5.950%    5/20/2013     0.949
WASH MUT BANK NV      6.750%    5/20/2036     1.375
WCI COMMUNITIES       7.875%    10/1/2013     1.550
WCI COMMUNITIES       9.125%     5/1/2012     3.250
YELLOW CORP           5.000%     8/8/2023    87.500



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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The TCR subscription rate is $775 for 6 months delivered via e-
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
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                  *** End of Transmission ***