TCR_Public/100310.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, March 10, 2010, Vol. 14, No. 68

                            Headlines

2151 HOTEL: Hearing on Dismissal or Conversion Set for April 5
2151 HOTEL: Section 341(a) Meeting Scheduled for March 17
ABITIBIBOWATER INC: Wants Removal Period Until July 10
ADAM HAMILON KLAYMAN: Case Summary & 14 Largest Unsec. Creditors
AGE REFINING: Auction Set for May 1 to Sell Business

ALONZO CHAMBLISS: Case Summary & 9 Largest Unsecured Creditors
AMERICAN CAPITAL: Extends Lock Up Agreement to March 31
AMERICAN INT'L: ALICO Sale to MetLife Cues Fitch to Keep Ratings
AMERICAN INT'L: To Base Bonuses on "Forced Ranking" System
AMERICAN INT'L: Inks Deal With Prudential & Petrohue

ALLIED SECURITY: Inks Rescission Agreement with AJW Partners
AMACORE GROUP: Unit Accepts Termination of Marketing Agreements
AMSTED INDUSTRIES: Moody's Assigns 'B1' Senior Unsecured Rating
AMSTED INDUSTRIES: S&P Assigns 'BB-' Rating on $500 Mil. Notes
ANNIE LEIBOVITZ: Colony to Take Over Debt, Help Market Photos

ANTHRACITE CAPITAL: Obligations Under BofA Loan Accelerated
APOLLO GOLD: Inks Business Combination Deal with Linear Gold
ARVINMERITOR INC: Sells $250-Mil. of 10.625% Notes Due 2018
BI-LO LLC: Club Forest Disputes Assumption of Vacant Store Lease
BOISE PAPER: Moody's Assigns 'B2' Rating on $300 Mil. Notes

BOISE PAPER: S&P Assigns 'BB-' Rating on $300 Mil. Senior Notes
BONEYARD LLC: Creditors Have Until May 1 to Files Proofs of Claim
BRUCE NEVIASER: Files List of 16 Largest Unsecured Creditors
BRUCE NEVIASER: Files Schedules of Assets & Liabilities
BRUCE NEVIASER: Gets Okay to Hire Krekeler as Bankr. Counsel

BRUCE NEVIASER: US Trustee Appoints 5 Members to Creditors Panel
BRUNO'S SUPERMARKETS: Trustee Appeals Bankruptcy Sale Bonuses
CABLEVISION SYSTEMS: Likely Won in Walt Disney Pact, Moody's Says
CATALYST PAPER: To Close Exchange Offer for 8-5/8% Notes Today
CATHOLIC CHURCH: Victims Fight Wilmington Diocese's Bid to Seal

CELL THERAPEUTICS: Compensation Panel Approves Cash Incentives
CELEBRITY RESORTS: Blames Rift Among Meyers Family for Bankruptcy
CHRYSLER LLC: Chrysler Group Names Two New Executives
CHRYSLER LLC: U.S. Trustee Wants Certain Fees Reduced
CITADEL BROADCASTING: 7 Affiliates File Statement & Schedules

CITADEL BROADCASTING: Radio Assets Files Statement & Schedules
CITADEL BROADCASTING: In Talks with Unsec. Creditors on Plan
CITIGROUP INC: Liptak to Lead Asia-Pacific Distressed Unit
COACHMEN INDUSTRIES: Gabelli's GAMCO Nominates 3 Directors
COATES INTERNATIONAL: Ends Coupon Bonds JV Deal with Third Party

COMMUNITY EDUCATION: Moody's Withdraws 'B3' Senior Notes Ratings
CONTINENTAL AIRLINES: Reports Feb. 2010 Operating Performance
CORUS BANKSHARES: Mulling Bankruptcy, To Spar with FDIC on Refunds
CYTOMEDIX INC: Posts $566,627 Net Loss in Q3 2009
DENNY HECKER: Lack of Funds Forces Two Defense Counsel to Resign

DUANE READE: Denis Nayden Resigns from Board of Directors
DUBAI WORLD: Unit Surrenders Former Knickerbocker Hotel to Lender
DUBAI WORLD: Nakheel Valuation Delays Final Debt Plan
DUBAI WORLD: Nakheel Valuation Delays Final Debt Plan
E*TRADE FIN'L: Faces Lindsay Lohan Suit Over TV Ad

EAST CAMERON: U.S. Trustee Amends Creditors Committee Composition
ELA LLC: Voluntary Chapter 11 Case Summary
EMMIS COMMUNICATIONS: Dimensional Holds 5.49% of Class A Shares
EMMIS COMMUNICATIONS: Amalgamated Holds 9.3% of Class A Shares
EMMIS COMMUNICATIONS: OppenheimerFunds No Longer Holds Shares

ENDEAVOUR HIGHRISE: Wonmore Investing Nearly $2MM into Project
ERICKSON RETIREMENT: Judge Denies Motion for Sec. 1104 Examiner
ERICKSON RETIREMENT: Set for April 13 Plan Confirmation Hearing
ERICKSON RETIREMENT: WestSide Wants Lift Stay to Foreclose on Lien
EVERYDAY LOGISTICS: Files Schedules of Assets & Liabilities

F&M CONSTRUCTION: Voluntary Chapter 11 Case Summary
FAIRVUE CLUB: Wants Until June 30 to Propose a Chapter 11 Plan
FEC LAFAYETTE: Case Summary & 15 Largest Unsecured Creditors
FIRST AMERICAN: Moody's Assigns 'Ba2' Rating on $500 Mil. Loan
FIRST MAGNUS: Court Dismisses Fraud & Racketeering Allegations

FLINTKOTE CO: Aviva Can't Dodge Covering Flintkote Asbestos Suits
FREEDOM COMMUNICATIONS: Court Approves Reorganization Plan
GATEHOUSE MEDIA: Incurs $530.6 Million Net Loss for 2009
GENERAL GROWTH: Releases Operating Results for 2009
GENERAL GROWTH: Sees Bankruptcy Emergence by October

GENERAL GROWTH: Stonestown Shopping, et al., Win Plan Approval
GENERAL MOTORS: Campaigns Against Colorado Bill on Dealers
GENERAL MOTORS: Lawmakers Call to Save Delphi Pensions
GENERAL MOTORS: New GM May Drop Converj to Focus on Hybrids
GENERAL MOTORS: Recalls 1.3 Million Compact Cars

GENERAL MOTORS: Cadillac Distances to Avoid Bankruptcy Stigma
HANA BIOSCIENCES: Posts $5.7 Million Net Loss in Q3 2009
HOVNANIAN ENT: Swings to $236.1-Mil. Profit in Jan. 31 Quarter
INFOGROUP INC: S&P Puts 'BB' Rating on CreditWatch Negative
INTERNATIONAL COAL: Moody's Affirms 'Caa1' Corp. Family Rating

JCAV LLC: Case Summary & 20 Largest Unsecured Creditors
JONES SODA: Inks LOI for Possible Merger with Reeds Inc.
JONES SODA: Joth Ricci Resigns as President and CEO
JOSE JORGE: U.S. Trustee Unable to Form Creditors Committee
KAINOS PARTNERS: Former CFO Faces 15 Years in Prison for Theft

KIEBLER SLIPPERY: Wants to Have Until May 24 to Propose a Plan
KIWA BIO-TECH: Posts $516,933 Net Loss in Q3 2009
KPT ENTERPRISES: Court OKs Continued Access to Lenders' Cash
LEHMAN BROTHERS: Elliot Management to Trade In Claims
LEHMAN BROTHERS: LBI Trustee Proposes Barclays-HWA Deal

LEHMAN BROTHERS: Seeks to Hire Deloitte as Tax Advisor
LEHMAN BROTHERS: Wants to Employ Kleyr as Special Counsel
LEHMAN BROTHERS: Wants to Hire Business Process Outsourcer
LEHMAN BROTHERS: Wins Approval of GTH Settlement
LEHMAN BROTHERS: Vernon Healy Files Investor Claim Against UBS

LIFE FUND: Jeff Marwil Confirmed as Chapter 11 Trustee
LINEAR TECHNOLOGY: Capital World Holds 11.1% of Common Stock
LINEAR TECHNOLOGY: Growth Fund Holds 8.9% of Common Stock
LINEAR TECHNOLOGY: State Farm Mutual Holds 7.35% of Common Stock
LIONS GATE: S&P Changes Outlook to Negative; Affirms 'B-' Rating

LOWER BUCKS: Has Access to Bondholders' Cash Until April 2
LYONDELL CHEMICAL: Parent Reports $317MM Operating Income for 2009
LYONDELL CHEMICAL: Proposes Lender Litigation Settlement
LYONDELL CHEMICAL: Rejects Reliance's $14.5 Bil. Bid
LYONDELL CHEMICAL: Revises Plan as Creditors Settlement Reached

MAJESTIC STAR: Committee Seeks OK to Pursue Claims vs. Lenders
MAMMOTH CORONA: Court OKs Stipulation Withdrawing Plan Outline
MAMMOTH CORONA: Wants Access to U.S. Bank's Cash Collateral
MARINE GROWTH: Earns $1.3 Million in Q3 2009
METRO-GOLDWYN-MAYER: To Pursue Debt-to-Equity Swap if Sale Fails

METROPOLITAN LOFTS: Case Converted to Chapter 7 Liquidation
MGM MIRAGE: Appoints William Bible as New Director
MGM MIRAGE: To Sell $845 Mil. Senior Secured Notes Due 2020
MGM MIRAGE: Appoints William Bible as New Director
MGM MIRAGE: To Sell $845 Mil. Senior Secured Notes Due 2020

MICHAEL WILLIAM CURTIS: Voluntary Chapter 11 Case Summary
MOVIE GALLERY: Gets Nod for Sonnenschein as Counsel
MOVIE GALLERY: Proposes Pachulski as Counsel
MOVIE GALLERY: Wins Approval for Kutak Rock as Co-Counsel
NEPHROS INC: Posts $711,000 Net Loss in Q3 2009

NEW LEAF BRANDS: David Tsiang Steps Down as Board Member
NOVADEL PHARMA: Dec. 31 Balance Sheet Upside Down by $1.3MM
ORLEANS HOMEBUILDERS: Gets Nod to Hire Garden City as Claims Agent
ORLEANS HOMEBUILDERS: Sec. 341(a) Meeting Scheduled for April 14
ORLEANS HOMEBUILDERS: Taps Cahill Gordon as Bankruptcy Counsel

ORLEANS HOMEBUILDERS: Wants FTI Consulting as Financial Advisor
ORLEANS HOMEBUILDERS: Committee Organizational Meeting March 11
OVERSEAS SHIPHOLDING: Second Offering Won't Affect Moody's Ratings
PACIFIC ETHANOL: Calif. State Court OKs Settlement with Socius
PARKER DRILLING: S&P Assigns 'B+' Rating on $300 Mil. Senior Notes

PHILOSOPHY INC: S&P Changes Outlook to Stable; Affirms 'B' Rating
PNG VENTURES: Wants Exclusive Plan Filing Extended Until May 7
PREMIER GENERAL: Must Answer Involuntary Petition by March 17
PRINCETON OFFICE: Tax Sale Cert. Holder Didn't Hold Tax Claim
PROVO CRAFT: S&P Assigns Corporate Credit Rating at 'B'

PUREDEPTH INC: To Deregister Common Stock
QUAD/GRAPHICS INC: Moody's Assigns 'Ba2' Corporate Family Rating
QUAD/GRAPHICS INC: S&P Assigns 'BB' Corporate Credit Rating
R STAR RESTAURANTS: Case Summary & 20 Largest Unsecured Creditors
RAYMOND HERMAN MEHNER: Voluntary Chapter 11 Case Summary

RC SOONER: Gets Interim Nod to Use Fannie Mae's Cash Collateral
REGENT COMMUNICATIONS: Gets Court OK to Hire KCC as Claims Agent
REGENT COMMUNICATIONS: Sec. 341(a) Meeting Scheduled for March 31
REGENT COMMUNICATIONS: Taps Young Conaway as Delaware Counsel
REGENT COMMUNICATIONS: Wants Latham & Watkins as Co-Counsel

REPUBLIC STORAGE: Court Closes Chapter 11 Reorganization Case
REVLON INC: Proposes Refinancing of Credit Facilities
RICHMOND HILLS: Case Summary & 16 Largest Unsecured Creditors
ROBERT DUNHAM: Case Summary & 7 Largest Unsecured Creditors
ROBERT NAGY: Case Summary & 14 Largest Unsecured Creditors

ROSE LEE TAYLOR: Case Summary & 6 Largest Unsecured Creditors
RQB RESORT: Files List of 20 Largest Unsecured Creditors
RQB RESORT: Gets 35-Day Extension for Filing of Schedules
RQB RESORT: Section 341(a) Meeting Scheduled for April 14
RQB RESORT: Taps Smith Hulsey as Bankruptcy Counsel

RUBICON US: Noteholders Win Approval to File Rival Plan
SARGENT RANCH: Court Establishes April 9 as Claims Bar Date
SCHWAB INDUSTRIES: Wants to Hire Laurence Goddard as CRO
SPA CHAKRA: Sale to Hercules Technology Approved
ST LAWRENCE HOMES: Standard Pacific Acquires 110 Home Sites

STANDARD MOTOR: Narrows Net Loss to $5 Mil. in Q4
TEAM NATION: Posts $293,864 Net Loss in Q3 2009
TEAM NATION: Settles Lawsuit Filed Vs. Professional Business Bank
TELANETIX INC: Earns $78,407 in Third Quarter
TIEGS FAMILY: U.S. Trustee Wants Reorganization Case Dismissed

TOUSA INC: Proposes to Enter Into Remington Ranch JV Pacts
TOUSA INC: Sets May 14 Administrative Claims Bar Date
TOUSA INC: Sets May 14 Customer Claims Bar Date
TOUSA INC: Starwood Completes Purchase of Florida Lots
TUSCAWILLA HILLS: Case Summary & 12 Largest Unsecured Creditors

TREY RESOURCES: Posts $325,402 Net Loss in Q3 2009
TRUMP ENTERTAINMENT: Aims on Shutting Off Payments to Lenders
TRUMP ENTERTAINMENT: Icahn's Adviser Lambasts Restructuring Plan
U.S. DRY CLEANING: Files for Bankruptcy Due to Capital Woes
US FIDELIS: DIP Financing & Cash Collateral Use Get Interim OK

US FIDELIS: Taps Scott Eisenberg as Chief Restructuring Officer
US FIDELIS: Wants to Hire Lathrop & Gage as Bankruptcy Counsel
VAUGHAN CO: To Create New Seven-Member Board of Directors
VIANT HOLDINGS: Moody's Retains 'B2' Corporate Family Rating
VIKING SYSTEMS: Registers 15 Mil. Shares for Resale

VISTEON CORP: Autoliv Acquires Radar Systems Business
VISTEON CORP: Calsonic Kansei Settlement Approved by Court
VISTEON CORP: Closing of North Penn Facility Approved
VISTEON CORP: Wins Approval to Sell AAC JV Assets for $3.1MM
VULCAN ADVANCED: Organizational Meeting to Form Panel March 22

WASHINGTON MUTUAL: Court Approves Settlement With Media Vendors
WASHINGTON MUTUAL: IRS Withdraws $2.326 Billion Claim
WASHINGTON MUTUAL: Marathon Says Dismissal of Claims Premature
WAVERLY GARDENS: Unsecured Creditors to Recover 2% of Claims
WEBSTER BANK: Moody's Cuts Bank Financial Strength to C From C+

YRC WORLDWIDE: Receives Non-Compliance Notice from Nasdaq
ZAYAT STABLE: Has Access to Fifth Third Cash Collateral Until May
ZAYAT STABLES: Cleared by Calif. Board for Deals with Bookers

* Senate Close to Deal on $50BB Fund to Wind Down Failed Firms
* FDIC Plans to Sell $1.37-Bil. of Guaranteed Debt This Week
* FDIC Seeks Upfront Bank Levy to Cover Costs of Failure
* Banks Face Greater Demand to Repurchase Defective Loans

* Upcoming Meetings, Conferences and Seminars

                            *********

2151 HOTEL: Hearing on Dismissal or Conversion Set for April 5
--------------------------------------------------------------
The U.S. Bankruptcy Court Central District of California will
consider at a hearing on April 5, 2010, at 10:00 a.m., the U.S.
Trustee's request to dismiss or convert 2151 Hotel Circle South,
LLC's Chapter 11 case.  The hearing will be held at Courtroom 302,
21041 Burbank Blvd, Woodland Hills, California.

The U.S. Trustee for Region 16 sought for the dismissal or
conversion of the case to one under Chapter 7 because:

   -- to date, the Debtor has not filed a disclosure statement
      and plan of reorganization; and

   -- the Debtor has failed to comply with the requirements of the
      U.S. Trustee Chapter 11 Notices and Guides and/or Local
      Bankruptcy Rules by failing to provide documents, financial
      reports or attend required meetings.

In the alternative, the U.S. Trustee asked the Court to set dates
certain for the Debtor to file a disclosure statement and plan, to
obtain court approval of the adequacy of information in the
disclosure statement, and to obtain court confirmation of a plan
of reorganization.  The U.S. Trustee also asked that the Court
direct the Debtor to comply with the U.S. Trustee requirements.

Woodland Hills, California-based 2151 Hotel Circle South, LLC,
filed for Chapter 11 on January 4, 2010 (Bankr. C.D. Calif. Case
No. 10-10065).  The Law Offices of Alexander Lebecki assists the
Debtor in its restructuring effort.  In its petition, 2151 Hotel
listed assets and liabilities both ranging from $10,000,001 to
$50,000,000.


2151 HOTEL: Section 341(a) Meeting Scheduled for March 17
---------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in 2151 Hotel Circle South, LLC's Chapter 11 case on March 17,
2010, at 9:00 a.m.  The meeting will be held at 21051 Warner
Center Lane, No. 105, Woodland Hills, California.

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.

Woodland Hills, California-based 2151 Hotel Circle South, LLC,
filed for Chapter 11 on January 4, 2010 (Bankr. C.D. Calif. Case
No. 10-10065).  The Law Offices of Alexander Lebecki assists the
Debtor in its restructuring effort.  In its petition, 2151 Hotel
listed assets and liabilities both ranging from $10,000,001 to
$50,000,000.


ABITIBIBOWATER INC: Wants Removal Period Until July 10
------------------------------------------------------
AbitibiBowater Inc. and its units ask Bankruptcy Judge Kevin Carey
to extend the time within which they may file notices of removal
of civil actions and proceedings in state and federal courts to
which they are or may become parties to, through and including
July 10, 2010, with respect to claims and causes of action pending
as of the Petition Date.

The Debtors' current Removal Action Period is due to expire on
March 12, 2010.

Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that since the Second Extended
Removal Period, the Debtors have focused principally on the
continued rationalization of their operations, the disposition of
burdensome assets and a thorough evaluation of their business
operations.  Moreover, during the past 120 days, the Debtors have
established a cross border claims reconciliation protocol,
successfully rejected many disadvantageous contracts and leases,
and continue to work diligently with the Official Committee of
Unsecured Creditors towards crafting a confirmable Chapter 11
plan.

However, since the Debtors have paid significant attention to
their restructuring efforts, they have not had an opportunity to
fully investigate their outstanding litigation matters and
adequately consider whether removal, pursuant to Rules 9006(b)
and 9027 of the Federal Rules of Bankruptcy Procedure, is
appropriate, Mr. Greecher points out.

Further extending the Debtors' Removal Period will afford them
the additional opportunity to consider removal of the various
litigation matters in a fully informed manner and consistent with
the best interests of the estates, Mr. Greecher insists.  Absent
the requested extension, the Debtors would lose a potentially key
element of their overall ability to manage litigation during
their Chapter 11 cases even before that litigation would
reasonably have been evaluated, he asserts.

The Court will convene a hearing on March 22, 2010, to consider
approval of the Debtors' request.  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).


ADAM HAMILON KLAYMAN: Case Summary & 14 Largest Unsec. Creditors
----------------------------------------------------------------
Joint Debtors: Adam Hamilon Klayman
               Karla Ann Klayman
               133 Bristol Place
               Ponte Vedra Beach, FL 32082

Bankruptcy Case No.: 10-01752

Chapter 11 Petition Date: March 8, 2010

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

Judge: Jerry A. Funk

Debtors' Counsel: Brett A. Mearkle, Esq.
                  Parker & Dufresne, P.A.
                  8777 San Jose Blvd Suite 301
                  Jacksonville, FL 32217
                  Tel: (904) 733-7766
                  Fax: (904) 7333-2919
                  Email: bmearkle@jaxlawcenter.com

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

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

According to the schedules, the Company has assets of $9,741,617,
and total debts of $50,261,061.

A list of the Company's 14 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/flmb10-01752.pdf

The petition was signed by the Joint Debtors.


AGE REFINING: Auction Set for May 1 to Sell Business
----------------------------------------------------
Bill Rochelle at Bloomberg News reports that Age Refining Inc.
obtained approval from the Bankruptcy Court to commence a sale
process for its business.  It has set an April 15 deadline for
initial bids in order to select the stalking horse bidder.
Parties are to submit competing bids against the stalking horse
bidder by May 1, and an auction will be held May 5 if bids are
received.  The sale will be approved as part of the process of
confirming a Chapter 11 plan.

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

                        About Age Refining

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

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


ALONZO CHAMBLISS: Case Summary & 9 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Alonzo Chambliss
        3142 Cherry Rd. NE
        Washington, DC 20018

Bankruptcy Case No.: 10-00212

Chapter 11 Petition Date: March 8, 2010

Court: United States Bankruptcy Court
       United States Bankruptcy Court for the District of Columbia
       (Washington, D.C.)

Debtor's Counsel: William C. Johnson, Jr., Esq.
                  Law Offices of William C. Johnson, Jr.
                  1229 15th St. NW
                  Washington, DC 20005
                  Tel: (202) 525-2958
                  Fax: (202) 525-2961
                  Email: wjohnson@dcmdconsumerlaw.com

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

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

According to the schedules, the Company has assets of $1,021,650,
and total debts of $1,166,028.

A full-text copy of Mr. Chambliss' petition, including a list of
his 9 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/dcb10-00212.pdf

The petition was signed by Mr. Chambliss.


AMERICAN CAPITAL: Extends Lock Up Agreement to March 31
-------------------------------------------------------
American Capital Ltd. disclosed that Wachovia Bank, N.A., as
Administrative Agent under the Company's revolving credit
agreement, agreed to extend the termination event date under a
Lock Up Agreement involving the credit agreement to March 31,
2010.

As previously announced, the Company and each of the lenders under
the credit agreement entered into the Lock Up Agreement, which,
among other things, provides that the parties will support an out-
of-court restructuring of the loans outstanding under the credit
agreement and of the Company's private and public unsecured notes.
The parties may terminate the Lock Up Agreement if certain events
do not occur by the termination event date.  Any further extension
of the termination event date will require the agreement of
lenders holding a majority of the amount outstanding under the
revolving credit agreement.  Additional information on the Lock Up
Agreement can be found in certain of the Company's recent reports
on Form 8-K and Form 10-K filed with the Securities and Exchange
Commission.

The Company also announced, as required by NASDAQ Marketplace Rule
5250(b)(2), that while its previously filed consolidated financial
statements for the fiscal year ended December 31, 2009, included
in the Company's Form 10-K filed with the Securities and Exchange
Commission on March 1, 2010, contained an unqualified opinion on
the Company's consolidated financial statements from its
independent registered public accounting firm, the opinion
included a going concern explanatory paragraph as a result of the
Company's covenant defaults under its unsecured debt agreements.

NASDAQ Marketplace Rule 5250(b)(2) requires separate public
disclosure of a previously issued audit opinion that contains a
going concern explanatory paragraph.  This announcement does not
represent any change or amendment to the Company's fiscal year
2009 financial statements or its Form 10-K.

                        About the Company

Based in Bethesda, Maryland, American Capital, Ltd. is a publicly
traded private equity firm and global asset manager.

                          *     *     *

Ernst & Young Llp, in McLean Virginia, expressed substantial doubt
about the Company's ability to continue as a going concern.  The
independent auditors reported that the Company has incurred net
losses of $910 milion and $3.11 billion for the years ended
December 31, 2009 and December 31, 2008, respectively.  In
addition, the Company has received default notices from certain
lenders and noteholders for its non-compliance with certain
covenants of its unsecured borrowing arrangements, and the Company
is generally restricted from issuing any new debt because it has
not met the 200% minimum asset coverage requirement under the
Investment Company Act of 1940.


AMERICAN INT'L: ALICO Sale to MetLife Cues Fitch to Keep Ratings
----------------------------------------------------------------
Following the announcement by American International Group that it
has agreed to sell subsidiary American Life Insurance Company to
MetLife, Inc., Fitch Ratings has affirmed AIG's Issuer Default
Rating and senior and hybrid securities ratings.  Additionally,
Fitch has revised the Rating Watch status of ALICO's 'A+' Insurer
Financial Strength rating to Positive from Evolving.

The transaction is valued at $15.5 billion and marks the second
major divestiture disclosed by AIG this month.  On March 1 AIG
announced that it had entered into an agreement to sell its AIA
Group Limited subsidiary to Prudential plc for $35.5 billion.
Fitch affirmed AIG's IDR and related ratings and revised its
Rating Watch status for AIA to Positive from Evolving when that
transaction was announced.

Fitch views the ratings impact of the ALICO and AIA sales
similarly.  As a result, the agency has taken equivalent rating
actions after the two transactions were announced.

AIG's ratings have considered the likelihood of a divestiture of
ALICO since AIG formulated its restructuring plan with the federal
government in the fourth quarter of 2008.  Fitch views AIG's
ability to execute on an anticipated transaction favorably but
considers the impact of the transaction to largely be a ratings
neutral event, thus prompting the affirmation of AIG's ratings.

The movement to a Positive from an Evolving Rating Watch for ALICO
reflects the company's likely acquisition by a higher rated
entity.  Fitch rates the IFS of MET's insurance subsidiaries
'AA-'.  Fitch will assess the acquisition's ultimate impact on
ALICO's ratings following additional analysis of MET's plans for
ALICO including, among other items, the nature of the integration
process and how ALICO's balance sheet will be managed.  Fitch will
provide additional commentary on ALICO as this analysis proceeds.

Terms of the transaction call for AIG to receive approximately
$6.8 billion of cash.  Fitch's expectation is that the company
will use these proceeds to redeem preferred interests in ALICO
that are currently owned by the Federal Reserve Bank of New York.

The transaction also calls for the special purpose vehicle formed
by AIG and the FRBNY to hold the interests in ALICO to receive
$8.7 billion of common equity and hybrid securities issued by MET.
Fitch's expectation is that subject to market conditions and the
expiration of a minimum-holding period, these proceeds will be
monetized with the first $2.2 billion used to redeem the FRBNY's
remaining interest in ALICO and the majority of the balance used
to repay debt outstanding under AIG's credit facility with the
FRBNY.

At year-end 2009 AIG's consolidated long-term debt totaled
$131 billion including $23 billion of debt outstanding under its
credit facility with the FRBNY.  As a result, Fitch believes that
subsequent to the sale of ALICO and corresponding debt reductions,
AIG's leverage while improved, will remain high due in part to
high debt levels at the company's aircraft leasing and consumer
finance subsidiaries.

Fitch's ratings of AIG continue to be 'floored' by an assumption
of government support, as AIG's debt leverage and coverage
continue to fall outside of Fitch's guidelines for an investment
grade credit.  Fitch will consider whether it is appropriate to
reassess the level of government support to be assumed for the
rating as funds to the government are repaid.

Fitch takes no action on any ratings of AIG's affiliated companies
related to the divestiture of ALICO.

This rating has been revised to Rating Watch Positive from Rating
Watch Evolving:

American Life Insurance Company

  -- IFS 'A+'.

These ratings have been affirmed with an Evolving Rating Outlook:

American International Group, Inc.

  -- Long-term IDR at 'BBB';

  -- Senior debt at 'BBB';

  -- 6.25% series A-1 junior subordinated debentures due March 15,
     2087 at 'B';

  -- 5.75% series A-2 junior subordinated debentures due March 15,
     2067 at 'B';

  -- 4.875% series A-3 junior subordinated debentures due March
     15, 2067 at 'B';

  -- 6.45% series A-4 junior subordinated debentures due June 15,
     2077 at 'B';

  -- 7.7% series A-5 junior subordinated debentures due Dec.  18,
     2062 at 'B';

  -- 8.175% series A-6 junior subordinated debentures due May 15,
     2058 at 'B';

  -- 8% series A-7 junior subordinated debentures due May 22, 2038
     at 'B';

  -- 8.625% series A-8 junior subordinated debentures due May 22,
     2068 at 'B';

  -- 5.67% series B-1 debentures due Feb. 15, 2041 at 'B';

  -- 5.82% series B-2 debentures due May 1, 2041 at 'B';

  -- 5.89% series B-3 debentures due Aug. 1, 2041 at 'B'.

  -- Short-term IDR at 'F1'.

AIG Funding, Inc.

  -- Commercial paper at 'F1'.

AIG International, Inc.

  -- Long-term IDR at 'BBB';
  -- Senior debt at 'BBB'.

AIG Life Holdings (US), Inc.

  -- Long-term IDR at 'BBB';
  -- Senior debt at 'BBB'.

American General Capital II

  -- 8.5% preferred securities due July 1, 2030 at 'B';

American General Institutional Capital A

  -- 7.57% capital securities due Dec.  1, 2045 at 'B';

American General Institutional Capital B

  -- 8.125% capital securities due March 15, 2046 at 'B'.


AMERICAN INT'L: To Base Bonuses on "Forced Ranking" System
----------------------------------------------------------
The Wall Street Journal's Serena Ng, citing people familiar with
the matter, reports that American International Group Inc. is
basing its upcoming round of bonuses and incentive pay on its new
"forced ranking" system that measures the performances of about
10,000 employees.

The Journal says AIG is ranking employee performance from 1 to 5
to help it decide who will get raises and larger incentive awards.
About 10% of the employees will receive a "top" ranking, 20% will
be rated "excellent," and 50% will see their performance rated
"solid."  The bottom 20% will be considered to be "needing
improvement," of which a small number could get a "performance
warning."  People familiar with the matter told the Journal AIG is
aiming to pay bonuses for 2009 to eligible employees by the end of
this month.

Ms. Ng reports that the roughly 10,000 individuals whose 2009
performances are being ranked under the system comprised about a
tenth of AIG's global work force of 96,000 at the end of 2009.
The Journal says those ranked include managers and senior
managers, and AIG expects to roll out the system to a bigger
universe of employees in 2010.

The Journal adds that U.S. compensation czar Kenneth Feinberg is
finalizing 2010 pay packages for certain employees at AIG and
other companies that have received large amounts of federal aid.
Some of AIG's 100 most highly-paid employees, who are subject to
Mr. Feinberg's jurisdiction, are among the "pilot group"
participating in the forced-ranking system, an AIG spokesman said,
according to the Journal.  Mr. Feinberg is expected to announce
his pay determinations this month, the Journal says.

                             About AIG

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.


AMERICAN INT'L: Inks Deal With Prudential & Petrohue
----------------------------------------------------
American International Group Inc. and AIA Aurora LLC entered into
a definitive agreement with Prudential plc and Petrohue
Investments Limited, for the sale of AIA Group Limited to
Petrohue, for $35.5 billion, including $25 billion in cash,
$5.5 billion in face value of ordinary shares in the capital of
Petrohue, $3 billion in face value of mandatory convertible
securities of Petrohue, and $2.0 billion in face value of
preferred stock of Prudential, subject to closing adjustments.

The obligations of Petrohue under the Share Purchase Agreement are
guaranteed by Prudential.

The consummation of the Share Purchase Agreement is subject to
certain conditions, including: (i) the passing of the requisite
resolutions by Prudential shareholders; (ii) obtaining the
requisite regulatory and antitrust approvals; (iii) the scheme of
arrangement between Prudential and its shareholders by means of
which Petrohue is expected to become the new holding company of
Prudential, becoming effective; (iv) admission of Prudential
shares, ordinary shares of Petrohue, mandatory convertible
securities and preferred securities to be issued in connection
with the transaction to listing on the official list of the United
Kingdom Financial Services Authority and to trading on the London
Stock Exchange; and (v) other customary conditions.

The parties to the Share Purchase Agreement have agreed to use
their best endeavors to cooperate to satisfy the conditions to the
consummation of the Share Purchase Agreement, and, in particular,
Prudential has agreed that the board of directors of Prudential
will recommend that shareholders vote in favor of the requisite
resolutions, subject always to the directors' fiduciary duties.

If closing has not occurred and the Share Purchase Agreement has
not been terminated by August 31, 2010, Petrohue has agreed to pay
to Seller an additional amount of consideration equal to 5/1200ths
of the cash consideration outstanding per month from September 1,
2010 to the closing date.

The material termination provisions under the Share Purchase
Agreement allow termination: (i) by AIG or Seller in the event
that the board of directors of Prudential withdraws, modifies or
qualifies the Board Recommendation in a manner adverse to AIG;
(ii) by any party in the event that Prudential shareholders have
not passed the requisite resolutions by August 1, 2010; (iii) by
any party in the event that closing does not occur by March 1,
2011, subject to options for any party to extend in limited
circumstances; (iv) by Petrohue or Prudential in the event of a
breach of warranty by AIG giving rise to a material adverse
change, subject to cure; (v) by Petrohue or Prudential in the
event of a breach of covenant relating to the conduct of the
business of AIA and its subsidiaries which is material in the
context of the AIA Group taken as a whole, subject to cure; and
(vi) by AIG or Seller in the event of a breach of warranty by
Petrohue giving rise to a material adverse effect on the ability
of it or Prudential to complete the transactions, subject to cure.

Petrohue has agreed to pay to Seller a termination fee of GBP153
million if the Share Purchase Agreement is terminated as a result
of certain conditions listed therein, including: (i) the requisite
regulatory or antitrust approvals not having been obtained or the
failure of the rights issue to be undertaken by Prudential in
connection with the transaction, in either case by the Long Stop
Date, (ii) Prudential shareholders not having passed the requisite
resolutions by August 1, 2010, or (iii) the withdrawal,
modification or qualification of the Board Recommendation.

Petrohue's liability to AIG and Seller for breach of warranty
terminates at closing, with the exception of warranties relating
to fundamental transactional matters, such as capacity and title.
AIG's liability to Petrohue for breach of warranty terminates at
closing, with the exception of the warranties relating to
(i) fundamental transactional matters, such as capacity and title,
and (ii) the accuracy of information contained in the draft
prospectus of AIA prepared in contemplation of the Hong Kong
listing and initial public offering of AIA and of additional
information provided to Prudential in connection with its
preparation of a circular and prospectus.  AIG's liability under
the warranties relating to the accuracy of such information is
capped at $7.5 billion and subject to a limitation period of 12
months.

A full-text copy of the Sale Agreement is available for free
at http://ResearchArchives.com/t/s?57c6

                About American International Group

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.


ALLIED SECURITY: Inks Rescission Agreement with AJW Partners
------------------------------------------------------------
Allied Security Innovations Inc. entered into a rescission
agreement with each of AJW Partners, LLC, AJW Master Fund, Ltd.,
New Millenium Capital Partners II, LLC, and AJW Offshore, Ltd., as
holders of the Company's Callable Secured Convertible Notes.

Under the terms of the Rescission Agreement, the parties agreed to
rescind a recapitalization agreement dated May 16, 2008 among the
Company and the Holders.  Under the Recapitalization Agreement,
certain convertible debt securities previously held by the Holders
were exchanged for the Notes.

Under the Rescission Agreement, the Notes are deemed void ab
initio as if they were never issued by the Company to the Holders
and the Old Notes were returned to the Holders as if they had
never been exchanged for the Notes pursuant to the
Recapitalization Agreement.  As a result of the rescission, the
Company is able to reduce its long term liabilities by
approximately $8,000,000.

A full-text copy of the rescission agreement is available for free
at http://ResearchArchives.com/t/s?57c3

                 About Allied Security Innovations

Based in Farmingdale, New Jersey, Allied Security Innovations,
Inc. -- http://www.cgm-ast.com/-- provides homeland security
products and proprietary criminal justice software to over 3,000
clients worldwide.  It is composed of the original DDSI Company, a
public company since 1995, and its wholly owned subsidiary, CGM-
Applied Security Technologies, Inc., (established in 1978).   With
manufacturing in Staten Island, ASI is a manufacturer and
distributor of Homeland Security products, including indicative
and barrier security seals, security tapes and related packaging
security systems, protective security products for palletized
cargo, physical security systems for tractors, trailers and
containers, as well as a number of highly specialized
authentication products.  Allied Security Innovations stock trades
on the OTC Bulletin Board under the symbol "ADSV".

                            *    *    *

As of Sept. 30, 2009, the company has $3,114,181 in total assets
and $53,271,783 in total liabilities resulting to a $50,157,602
stockholder's deficit.


AMACORE GROUP: Unit Accepts Termination of Marketing Agreements
---------------------------------------------------------------
Lifeguard Benefit Services Inc., a wholly owned subsidiary of The
Amacore Group Inc., accepted the termination dated February 25,
2010 from Direct Medical Network Solutions Inc. and Consumer
Assistance Services Association with respect to certain marketing
and servicing agreements specific to Direct Medical products.

Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) --
http://www.amacoregroup.com/-- provides health-related membership
benefit programs, insurance programs, and other innovative and
high-quality solutions to individuals, families and employer
groups nationwide.

Through its wholly owned subsidiary, LifeGuard Benefit Solutions
Inc., Amacore has the ability to provide administrative and back-
office services to other healthcare companies in addition to
expanding its own call center capability through its wholly owned
subsidiary, JRM Benefits Consultants LLC and US Heath Benefits
Group Inc., a call center-based marketing company.  Zurvita Inc.,
Amacore's newly formed, wholly owned subsidiary specializing in
direct to consumer multi-level marketing, provides yet another
channel for Amacore's ever-increasing range of healthcare and
healthcare-related products.

At September 30, 2009, the Company had $17,631,062 in total assets
against $21,817,237 in total liabilities and $1,211,000 in
Redeemable preferred stock -- Zurvita Holdings.  At September 30,
the Company had accumulated deficit of $129,443,586 and
stockholders' deficit of $5,397,175.

                      Going Concern Doubt

McGladrey & Pullen, LLP, in Ft. Lauderdale, raised substantial
doubt about the Company's ability to continue as a going concern
after auditing the Company's financial results for the year
ended December 31, 2008.  The auditors pointed that the Company
has suffered recurring losses from operations and has negative
working capital.

According to the Company's Form 10-Q report for the period ended
September 30, 2009, filed with the Securities and Exchange
Commission, the Company is in default under:

     -- a Promissory notes payable to investors and shareholders;
        bearing interest ranging from 8% to 10% per annum; due
        December 2006.  About $415,000 was due under the notes
        payable as of September 30;

     -- a Convertible promissory note payable to investor; bearing
        interest at 7.5% per annum; due December 2006.  About
        $100,000 was due under the notes payable as of
        September 30;

     -- a Promissory notes payable to investors and shareholders;
        bearing interest of 1.53% per annum; due through June
        2004, increasing to 15% thereafter.  About $114,950 was
        due under the notes payable as of September 30.


AMSTED INDUSTRIES: Moody's Assigns 'B1' Senior Unsecured Rating
---------------------------------------------------------------
Moody's Investors Service assigned a B1 senior unsecured rating to
Amsted Industries Incorporated's (Amsted) new senior notes due
2018.  At the same time, Moody's has affirmed all of Amsted's
other ratings (corporate family rating of Ba3).  The ratings
outlook is stable.

Proceeds from the new notes offering will be used to repay the
company's existing term loan (rated Ba3, to be withdrawn on close)
and a portion of the company's account receivables securitization
notes (not rated by Moody's).

The Ba3 corporate family rating reflects debt levels that are
modest and manageable which is important considering the cyclical
nature of the company's business.  Although demand at the
company's rail and trucking product lines has fallen significantly
below peak levels experienced as recently as 2006, the company is
expected to generate robust levels of free cash flow while
maintaining a sound liquidity profile.  In addition, contributions
from Amsted's construction and industrial products segment, while
similarly affected by weak macroeconomic factors, should continue
to provide diversification benefits for the company.  The ratings
are also supported by the lead market positions held by most of
Amsted's product segments, and credit metrics are consistent with
the Ba3 rating.

Amsted operates under an Employee Stock Ownership Plan, and calls
on cash from the company's obligation to purchase ESOP shares in
an on-going constraint on the ratings.  While cash outlays for
stock purchases are expected to be lower in 2010, they will likely
represent a material use of the free cash flow that is generated
in this period nonetheless.  As such, ESOP repurchases could
require incremental borrowing, which could constrain the pace of
improvement in credit metrics.

The stable outlook reflects Moody's belief that, despite the slow
demand growth expected for most of Amsted's products, the company
will be able to sustain credit metrics at levels that are in-line
with those of Ba3-rated peers.  The ability of the company to
generate sufficient cash flow to cover any growth in ESOP
redemptions with only modest and temporary reliance on the credit
facility without a substantial increase in debt will be important
to the maintenance of Amsted's Ba3 corporate family rating.

Ratings or their outlook could be revised upwards if Debt/EBITDA
of less than 3 times can be sustained over a prolonged period.
Also, free cash flow should strongly exceed ESOP and Stock
Appreciation Rights spending through all points in the market
cycle, particularly as business levels pick up.  Restoration of
operating margins above 12% would also be important for upward
rating consideration.  The ratings may be downgraded if Amsted's
product markets suffer a prolonged decline resulting in sustained
negative free cash flow or if Amsted was to significantly rely on
the revolver over a long period to meet ESOP, CAPEX, or working
capital needs, resulting in a material deterioration in liquidity.
Downwards rating pressure could also result if Debt/EBITDA is
sustained above 4 times or EBIT/Interest is sustained below 2.5
times.

Assignments:

Issuer: Amsted Industries Incorporated

  -- Senior Unsecured Regular Bond/Debenture, B1 (LGD4 - 62%)

The last rating action was on May 8, 2007, when Amsted's corporate
family rating was upgraded to Ba3 from B2.

Amsted Industries Incorporated, headquartered in Chicago,
Illinois, is a diversified manufacturer of highly engineered
industrial components of products used in the railroad, vehicular,
construction and industrial sectors.


AMSTED INDUSTRIES: S&P Assigns 'BB-' Rating on $500 Mil. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' issue-level
rating to Amsted Industries Inc.'s proposed new $500 million
senior unsecured notes.  S&P also assigned a recovery rating of
'4' to this debt, indicating S&P's expectation of negligible (30%-
50%) recovery in a payment default scenario.  In addition, S&P
placed the senior secured revolving credit facility issue rating
on CreditWatch with positive implications.

The ratings on Amsted reflect the company's fair business risk
profile, although the company's aggressive financial risk profile
more than offsets this.  The cyclical nature of its markets, as
well as its obligations related to employee stock ownership plan
redemptions, somewhat constrain credit quality.

The outlook is stable.  "While S&P expects the company's end
markets to remain weak in 2010, Amsted's strong positions in its
end markets are likely to allow it to continue to generate
positive cash flow from operations," said Standard & Poor's credit
analyst Robyn Shapiro.  "However, the expected annual redemptions
of the ESOP will limit cash generation for debt reduction," she
continued.  S&P could take a negative rating action if a worse-
than-expected downturn in the company's end markets causes
financial covenant compliance to become a concern.  The sizable
ESOP obligation limits the potential for Standard & Poor's to
raise the ratings.


ANNIE LEIBOVITZ: Colony to Take Over Debt, Help Market Photos
-------------------------------------------------------------
Bloomberg News reports that Colony Capital LLC agreed to take over
the debt of Annie Leibovitz after the celebrity photographer
bought back control of her works and real estate from Art Capital
Group.

According to the report, Colony will help market her photos under
the agreement.  New York-based Art Capital, in a separate
statement, said its loan to Ms. Leibovitz has been satisfied,
without providing details.

Art Capital Group, in September 2008, gave Ms. Leibovitz access to
a $24 million loan, backed by rights to her photograph and real
estate in New York.  Their agreement was that Art Capital would be
the "irrevocable, exclusive agent" for the sale of her works and
property for the loan's length and for two years after she pays it
off.

Ms. Leibovitz was unable to pay off the loan.  Art Capital later
sued Ms. Leibovitz before the New York State Supreme Court, New
York County, in Manhattan (Case No. 09-602334), for breach of
contract, claiming that Ms. Leibovitz failed to cooperate with the
sale of her photographs and did not grant access to the real
estate backing the loans.

Annie Leibovitz, 59, is the creator of famous photographs
including a nude of John Lennon in a fetal position with Yoko Ono,
and a portrait of a pregnant, naked Demi Moore published on the
cover of Vanity Fair magazine.


ANTHRACITE CAPITAL: Obligations Under BofA Loan Accelerated
-----------------------------------------------------------
Anthracite Capital, Inc., reports that on February 24, 2010:

     -- in connection with the continuing events of default under
        a Master Repurchase Agreement and Annex I thereto, dated
        as of July 20, 2007, as amended, by and among Anthracite
        Capital BOFA Funding LLC, as seller, Bank of America,
        N.A., as a buyer, Banc of America Mortgage Capital
        Corporation as a buyer, and BANA as agent for the Buyers,
        the aggregate Repurchase Price as defined in the
        Repurchase Agreement, originally due on September 30, 2010
        under the Repurchase Agreement, became immediately due and
        payable, and

     -- in connection with the continuing events of default under
        the Credit Agreement, dated as of March 17, 2006, as
        amended, by and among the Company as borrower agent, AHR
        Capital BofA Limited as a borrower, each of the Company's
        affiliates from time to time party thereto, and BANA as
        lender, the Company's borrowings under the Credit
        Agreement, originally due on September 30, 2010, were
        accelerated and became immediately due and payable.

The Seller's obligations under the Repurchase Agreement were
guaranteed by the Company under the Second Amended and Restated
Parent Guaranty, dated as of May 15, 2009.  On February 24, 2010,
roughly $115 million of borrowings and restructuring fees were
outstanding under the Repurchase Agreement and roughly $31 million
of borrowings and restructuring fees were outstanding under the
Credit Agreement.

Pursuant to the terms of the Repurchase Agreement and the Credit
Agreement and a consent entered into on February 24, 2010, among
the BOA Creditors, the Seller, the Borrowers, the Company and its
affiliates, (i) the Seller and its relevant affiliates agreed to
irrevocably assign to the Buyers all of their right, title and
interest in and to the Purchased Assets as defined in the
Repurchase Agreement, in partial satisfaction of all amounts owing
to the Buyers under the Repurchase Agreement, (ii) the Borrowers
and their affiliates agreed to irrevocably assign to the Lender
all of their right, title and interest in and to the Eligible
Assets as defined in the Credit Agreement, in partial satisfaction
of all amounts owing to the Lender under the Credit Agreement, and
(iii) the BOA Creditors retained all its security interests under
the Repurchase Agreement and the Credit Agreement except for the
BOA Second Priority Liens.  The Purchased Assets and the Eligible
Assets consist of commercial real estate assets financed under the
Repurchase Agreement and the Credit Agreement.

The Company primarily invests in high yield commercial real estate
debt and equity and historically financed its purchases of
commercial real estate assets through several funding sources,
including its secured facilities with Bank of America under the
Repurchase Agreement and the Credit Agreement.  After giving
effect to the Purchased Assets Assignment and the Eligible Assets
Assignment, (i) the BOA Creditors have assumed full ownership and
control of the Purchased Assets and the Eligible Assets, (ii) any
remaining legal or equitable interest or any voting or servicing
rights of the Seller or its affiliates with respect to the
Purchased Assets, along with any remaining right of the Seller to
repurchase the Purchased Assets, have been terminated, (iii) any
remaining legal or equitable interest or any voting or servicing
rights of the Borrowers or their affiliates with respect to the
Eligible Assets have been terminated, and (iv) roughly $78 million
and $23 million currently remain outstanding under the Repurchase
Agreement and the Credit Agreement, respectively.

The BOA Creditors separately released any second priority liens it
held on the Company's and the Company's affiliates' assets and
Morgan Stanley Mortgage Servicing Limited and Morgan Stanley
Principal Funding, Inc. released any second priority liens they
held on the Purchased Assets and the Eligible Assets.

As reported by the Troubled Company Reporter on February 23, 2010,
Anthracite Capital said it did not make interest payments due on
its outstanding:

   * $62.5 million aggregate principal amount of 0.75%-to-7.4975%
     Junior Subordinated Notes due 2035, issued in May 2009

   * $31.25 million aggregate principal amount of 0.75%-to-7.4975%
     Junior Subordinated Notes due 2035, issued in July 2009;

   * $62.5 million aggregate principal amount of 0.75%-to-7.73%
     Junior Subordinated Notes due 2036

   * EUR37.5 million aggregate principal amount of 0.75%-to-
     Floating Rate Junior Subordinated Notes due 2022;

   * EUR25.0 million aggregate principal amount of 0.75%-to-
     Floating Rate Junior Subordinated Notes due 2022

   * $43.5 million aggregate principal amount of 1.25%-to-7.22%
     Senior Notes due 2016, and

   * $26.4 million aggregate principal amount of 1.25%-to-7.772%-
     to-Floating Rate Senior Notes due 2017.

As previously disclosed in the Company's filings with the
Securities and Exchange Commission, the Company did not make the
interest payments due on December 30, 2009, on its outstanding
$18.75 million aggregate principal amount of 7.20% Senior Notes
due 2016, which was subject to a 30-day cure period before
constituting an event of default.  The Company failed to make the
interest payments due on the 7.20% Notes within this 30-day
period.  As a result, an event of default occurred and is
continuing under the indenture governing the 7.20% Notes.

While the event of default is continuing, the trustee or the
holders of at least 25% in aggregate principal amount of the 7.20%
Notes may, by a written notice to the Company, declare the
principal amount of the 7.20% Notes to be immediately due and
payable.  To date, the Company has not received any such written
notice of acceleration.

The event of default under the 7.20% Notes has also resulted in
additional events of default under each of the Company's secured
facilities with Bank of America, BlackRock Holdco 2, Inc. and
Morgan Stanley due to cross defaults.  Prior to January 30, 2010,
events of default already existed under each of the Company's
Secured Facilities, as previously disclosed in the Company's
filings with the SEC.  If any acceleration were to occur under any
of the Company's Secured Facilities or any of the Company's other
debt instruments in which events of defaults exist, the Company
would not have sufficient liquid assets available to repay such
accelerated indebtedness and the Company would be unable to
continue to fund its operations or continue its business.

                    About Anthracite Capital

Anthracite Capital, Inc., is a specialty finance company focused
on investments in high yield commercial real estate loans and
related securities.  Anthracite is externally managed by BlackRock
Financial Management, Inc., which is a subsidiary of BlackRock,
Inc., one of the largest publicly traded investment management
firms in the United States with approximately $1.435 trillion in
global assets under management at September 30, 2009.  BlackRock
Realty Advisors, Inc., another subsidiary of BlackRock, provides
real estate equity and other real estate-related products and
services in a variety of strategies to meet the needs of
institutional investors.

At September 30, 2009, the Company had $2,601,125,000 in total
assets against $2,064,290,000 in total liabilities, $23,237,000 in
12% Series E-1 Cumulative Convertible Redeemable Preferred Stock,
and $23,237,000 in 12% Series E-2 Cumulative Convertible
Redeemable Preferred Stock, resulting in stockholders' equity of
$490,361,000.


APOLLO GOLD: Inks Business Combination Deal with Linear Gold
------------------------------------------------------------
Apollo Gold Corporation and Linear Gold Corp. signed a binding
letter of intent to complete a business combination by way of a
court approved plan of arrangement to create an emerging Canadian
mid-tier gold producer.  Under the agreement, Apollo has agreed to
acquire all of the outstanding common shares of Linear in exchange
for Apollo common shares at an agreed exchange ratio of 5.474
Apollo common shares per Linear common share.  This represents a
20.0% premium to Linear shareholders based on the 20-day volume
weighted average share price of both companies on the TSX as of
March 8, 2010.

Under terms of the agreement:

-- Linear shareholders will receive 5.474 Apollo common shares per
   Linear common share which implies a price per Linear share of
   C$2.30

-- Following completion of the Merger, Apollo will be owned 52.2%
   by current Apollo shareholders and 47.8% by current Linear
   shareholders based on current shares issued and outstanding --
   On a fully diluted basis, Apollo will be owned 57.1% by current
   Apollo shareholders and 42.9% by current Linear shareholders

-- The Merger values Linear at approximately C$102 million based
   on current shares outstanding

-- Post Merger, the Apollo Board will be comprised of: (i) four
    existing Apollo directors; (ii) two Linear directors,
    including the position of Chairman of the Board; and (iii) one
    new director to be mutually agreed upon

-- Linear will purchase, by way of a private placement expected to
   close shortly after the date hereof (upon receipt of applicable
   stock exchange approvals), 62,500,000 Apollo common shares at a
   price of C$0.40 per share for gross proceeds of C$25,000,000

-- The Merger has been unanimously approved by the boards of
   directors of both companies, and the management and directors
   of both companies have entered into support agreements,
   representing approximately 3.7 million Apollo shares and
   3.4 million Linear shares

-- Apollo's project debt lenders have agreed, subject to a number
   of terms and conditions, to a standstill until September 30,
   2010, in the event of certain events of default

-- Following completion of the Merger, Apollo will undergo a
   rebranding which will result in a new company name

-- The Merger will be completed by way of a court-approved plan of
   arrangement

R. David Russell, President and CEO of Apollo, commented, "This is
an exciting time for the shareholders of both Apollo and Linear as
we take a very important step towards building one of Canada's
premier mid-tier gold producers.  The successful completion of
this Merger will position the combined company to deliver both
near and long-term value to its shareholders through existing
production growth as well as significant development and
exploration upside across a diverse portfolio of precious metal
properties."

Wade K. Dawe, President and CEO of Linear, said, "This merger
allows Linear shareholders to rapidly transition from a
development and exploration company to an established gold
producer while continuing to participate in the exploration and
development upside of the combined assets of the merged company."

Upon completion of the Merger, the combined company will have the
following compelling and dynamic profile:

-- 2010 estimated production at Apollo's Black Fox Mine in the
   Timmins Mining District, Ontario of approximately 100,000
   ounces of gold

-- Expected medium-term production growth by 2013 of approximately
   70,000 additional ounces of gold per year from Linear's
   Goldfields project in northern Saskatchewan

-- Total reserves of approximately 2.3 million ounces of gold
   (within 31.2 million tonnes at an average gold grade of 2.3
   grams per tonne) in Canada

-- Excellent exploration potential within highly prospective land
   packages in multiple jurisdictions, mostly in Canada and Mexico

-- Strengthened balance sheet with lowered debt burden and
   improved financial flexibility with cash and cash flows
   available for continued exploration and development

-- Strong management team with complementary experience in
   exploration, development, operations, and financing

Benefits to Apollo Shareholders

-- After closing, allows Apollo to materially reduce project debt
   levels and provides immediate capital to fund the underground
   development at Black Fox as well as an aggressive exploration
   program at Grey Fox and Pike River to advance towards
   feasibility in the coming years

-- Provides a near term development asset in the Goldfields
   project that will add low-cost production of approximately
   70,000 ounces of gold per year by 2013

-- Expands portfolio of quality exploration assets to include the
   Chiapas area of southern Mexico and the Dominican Republic

-- Delivers value to both current and new shareholders of the
   company

Benefits to Linear Shareholders

-- Attractive premium of 20% to Linear shareholders based on 20-
   day VWAP

-- Transitions Linear from a development stage company to a
   growing gold producer, potentially garnering improved valuation
   multiples

-- All-share Merger allows Linear shareholders to continue to
   participate in the exploration and development upside of a
   broad portfolio of properties

-- Leverages Apollo's exploration and mine development team which
   can assist in advancing Linear's Goldfields project

                        Summary of Merger

The proposed business combination between Apollo and Linear is
expected to be completed by way of a court approved plan of
arrangement whereby each Linear common share will be exchanged for
5.474 Apollo shares and Linear will become a wholly-owned
subsidiary of Apollo.  The number of Apollo shares received upon
exercise, and the exercise price, of Linear's outstanding options
and warrants will be adjusted proportionately to reflect the share
exchange ratio.  After giving effect to the Merger, current Linear
shareholders will own approximately 42.9% of Apollo (calculated on
a fully-diluted basis).  The Merger will be subject to the
approval of holders of not less than 66 2/3% of the Linear common
shares and of a majority of the Apollo common shares held by
disinterested shareholders voted at special meetings of
shareholders that will be called to approve the Merger.  Full
details of the Merger will be included in the Management
Information Circular to be filed with the regulatory authorities
and mailed to Linear and Apollo shareholders in accordance with
applicable securities laws.

A Special Committee comprised of independent members of Linear's
Board was formed to consider the Merger.  At a meeting of the
Special Committee and Board of Directors of Linear held on March
6, 2010, CIBC World Markets Inc. delivered an oral opinion to the
effect that as of the date thereof the Exchange Ratio is fair from
a financial point of view to the shareholders of Linear.  The
Linear directors and officers have also agreed to vote their
shares in favour of the Merger under the terms of support
agreements with Apollo.

A Special Committee comprised of independent members of Apollo's
Board was also formed to consider the Merger.  At meetings of the
Special Committee and Board of Directors of Apollo held on
March 8, 2010, Haywood Securities Inc. delivered an oral opinion
to the effect that as of the date thereof the consideration to be
paid under the Merger is fair from a financial point of view to
the shareholders of Apollo.  The Apollo directors and officers
have also agreed to vote their shares in favour of the Merger
under the terms of support agreements with Linear.

The Binding Agreement entered into in connection with the Merger
includes reciprocal commitments by Linear and Apollo not to
solicit or initiate discussions concerning alternative
transactions to the proposed Merger.  If the Merger is not
completed, the terminating party will pay the other party a
termination fee, under certain circumstances, of C$4 million.  The
companies have also provided certain other customary rights,
including a right to match competing offers.

The Merger is subject to customary closing conditions including
receipt of all necessary court and regulatory approvals, including
the approval of the Toronto Stock Exchange and the NYSE Amex.  The
Merger is expected to close in the second quarter of 2010.

Private Placement Financing & Apollo Project Debt Principal
Reduction Repayment

Linear will acquire, by way of a private placement, 62,500,000
Apollo common shares at a price of C$0.40 per share for gross
proceeds to Apollo of approximately C$25,000,000 (the "Private
Placement").  The Apollo shares issued in the Private Placement
will be subject to the four-month hold period set out in NI 45-102
and will be "restricted securities" under United States federal
and state securities law.

Apollo will use the proceeds of the Private Placement to repay
US$10,000,000 of indebtedness under its Black Fox project facility
as described below.  The balance of the proceeds will be used for
working capital purposes.

The Private Placement is not conditional upon the completion of
the Merger.  The closing of the Private Placement, which is
subject to customary conditions precedent, including approval of
relevant stock exchanges, is expected to occur on or about
March 11, 2010.

Following closing of the Merger, an additional US$10 million will
be repaid to lower the project facility principal to
US$50 million.  Further repayments will reduce the principal to
US$35 million by December 31, 2010, and a repayment schedule for
the remaining balance is to be agreed by September 30, 2010.

                 Black Fox Project Finance Facility

Concurrently with the execution of the Binding Agreement, Apollo
entered into a consent letter in respect of its US$70 million
Project Facility Agreement (the "Facility Agreement") with
Macquarie Bank Limited and RMB Australia Holdings Limited
(together, the "Banks").  Pursuant to the consent letter, the
Banks agreed to, subject to the terms and conditions contained in
the consent letter, (i) consent to the Merger and the Private
Placement, (ii) subject to completion of the Merger and
satisfaction of various terms and conditions, not to accelerate
repayment of any amounts owing under the Facility Agreement or to
enforce any remedies in each case prior to September 30, 2010, in
the event of certain "events of default" or "review events" (each
as defined in the Facility Agreement), and (iii) make certain
amendments to the Facility Agreement.  The amendments to the
Facility Agreement include amendments to the repayment schedule as
discussed in the previous paragraph and an extension to
September 30, 2010, of various covenants contained in the Facility
Agreement including relating to the satisfaction of certain
completion tests related to the Black Fox project and the
obligation to fund a debt reserve account.

               Management Team and Board of Directors

R. David Russell, President & CEO of Apollo, will continue to act
in his current role within the new company. Wade Dawe, President &
CEO of Linear, will assume the role of Chairman of the Board of
Directors of Apollo post closing.  The Board of Directors of
Apollo will be comprised of seven members, including four current
Apollo board members or Apollo nominees, two Linear nominees,
including the Chairman, and one nominee who shall be a technical
person mutually agreed upon by Apollo and Linear.

                      Going Concern Doubt

To date the Company has funded its operations through issuance of
debt and equity securities and cash flow generated by the Montana
Tunnels joint venture and the Black Fox mine.  The Company's
ability to continue as a going concern is dependent on its ability
to continue to issue debt and/or equity securities, and/or
continue to generate cash flow from the Black Fox mine.
Currently, the Company is in discussions with the banks regarding
rescheduling the quarterly repayment installments under the Black
Fox Project Facility to better reflect the expected cash flows
from production at Black Fox over the term of the loan.

As of September 30, 2009, the Company has a working capital
deficiency of $30.6 million and an accumulated deficit of
$178.6 million.  In addition, as at September 30, 2009, the
Company held cash and cash equivalents of $4.5 million and had
current debt obligations of $30.3 million consisting of (1) the
current portion of the project financing facility of $23.4 million
due in quarterly installments beginning on December 31, 2009, (2)
the outstanding principal of the Series 2007-A convertible
debentures of $4.5 million due in February 2010, and (3)
$2.4 million for other current debt.  Additionally, as of
September 30, 2009, the Company has committed to make capital
expenditures of approximately $1.2 million for the continued
development of Black Fox.  Based on the current cash balance, the
projected cash flows from Black Fox and assuming the successful
rescheduling of the quarterly installment payments of the Black
Fox project facility, the Company expects to have sufficient funds
to (1) meet its current debt obligations (after debt
rescheduling), (2) fund the capital commitments for the
development of Black Fox, and (3) fund corporate expenditures.

"If the Company is unable to generate sufficient cash flow from
Black Fox, unable to reschedule the quarterly installment payments
under the Project Facility and/or secure additional financing, it
may be unable to continue as a going concern and material
adjustments would be required to the carrying value of assets and
liabilities and balance sheet classifications used."

                        About Apollo Gold

Based in Greenwood Village, Colorado, Apollo Gold Corporation
(TSX: APG; NYSE Amex: AGT) is a growing gold producer that
operates the wholly owned Black Fox Mine and mill.  Both the mine
and mill are located in the Township of Black River-Matheson, near
Timmins in Ontario.  Apollo also is exploring the adjoining Grey
Fox and Pike River properties, all in the greater Timmins gold
district in Ontario, Canada, as well as the Huizopa Joint Venture
(80% Apollo and 20% Minas de Coronado, S. de R.L. de C.V.), an
early stage, gold-silver exploration project, approximately 10
miles southwest of Minefinders' Dolores gold-silver mine, in the
Sierra Madres in Chihuahua, Mexico.


ARVINMERITOR INC: Sells $250-Mil. of 10.625% Notes Due 2018
-----------------------------------------------------------
ArvinMeritor, Inc., last week issued $250 million aggregate
principal amount of the Company's 10.625% Notes due 2018 pursuant
to an underwriting agreement with Banc of America Securities LLC
and J.P. Morgan Securities Inc., as representatives of the several
underwriters.

The net proceeds to the Company from the sale of the Securities,
after deducting Debt Underwriters' discounts and commissions and
other estimated offering expenses payable by the Company, were
roughly $239 million.

The Debt Underwriters are:

                                               Principal Amount
     Underwriter                                   of notes
     -----------                               ----------------
     Banc of America Securities LLC                62,500,000
     J.P. Morgan Securities Inc.                   62,500,000
     Citigroup Global Markets Inc.                 37,500,000
     RBS Securities Inc.                           37,500,000
     BNP Paribas Securities Corp.                  12,500,000
     Fifth Third Securities, Inc.                  12,500,000
     PNC Capital Markets LLC                       12,500,000
     Scotia Capital Inc.                           12,500,000
                                               ----------------
           Total                                  250,000,000

Certain of the Debt Underwriters or their affiliates participated
as equity underwriters of the Company's offering of 17,350,000
shares in an underwritten public offering that occurred
concurrently with the offering of the Securities, and certain of
the Debt Underwriters are acting as dealer managers for the
Company's offer to purchase up to $175 million aggregate principal
amount of the Company's 8-3/4% notes due 2012.  Certain of the
Debt 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 Debt Underwriters or their
affiliates are lenders under the Company's senior secured credit
facility.

The Equity Underwriters are:

     Underwriter                               Number of shares
     -----------                               ----------------
     J.P. Morgan Securities Inc.                   6,072,500
     Citigroup Global Markets Inc.                 6,072,500
     UBS Securities LLC                            2,168,750
     BNP Paribas Securities Corp.                  1,388,000
     RBS Securities Inc.                             867,500
     Comerica Securities, Inc.                       780,750
                                               ----------------
           Total                                   17,350,000

From time to time in the ordinary course of their respective
businesses, the Debt Underwriters and their affiliates have
engaged in and may in the future engage in commercial banking,
investment management, investment banking, derivatives 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.

The Securities will mature on March 15, 2018 and bear interest at
a fixed rate of 10.625% per annum.  The Company will pay interest
on the Securities from March 3, 2010 semi-annually, in arrears, on
March 15 and September 15 of each year, beginning September 15,
2010.  The Securities constitute senior unsecured obligations of
the Company and will rank equally in right of payment with its
existing and future senior unsecured indebtedness, and effectively
junior to its existing and future secured indebtedness to the
extent of the security therefor.

The Securities are guaranteed on a senior unsecured basis by each
of the Company's subsidiaries from time to time guaranteeing its
senior secured credit facility, as it may be amended, extended,
replaced or refinanced, or any subsequent credit facility (other
than two subsidiaries that currently have minimal assets, which
the Company plans to dissolve after obtaining all required
approvals).

A full-text copy of the Company's Prospectus Supplement
related to the 10.625% Notes is available at no charge at:

                  http://ResearchArchives.com/t/s?57ea

A full-text copy of the Company's Prospectus Supplement related to
the Common Stock is available at no charge at:

                   http://ResearchArchives.com/t/s?57eb

                      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.


BI-LO LLC: Club Forest Disputes Assumption of Vacant Store Lease
----------------------------------------------------------------
netDockets reports that Bi-Lo LLC and its landlord, Club Forest
Hudson Corners, LLC, filed motions for summary judgment on their
dispute regarding Bi-Lo's proposed assumption of the lease for its
store #393 in Greer, South Carolina.

Bi-Lo operated a Food$mart-branded discount, "extreme value"
grocery store.  The store served as anchor tenant of the Hudson
Corners Shopping Center.  Bi-Lo decided to close the store in
March 2005 but wants to assume the lease -- not to reopen a store
but -- to keep Club Forest from reletting the premises to a
competing grocery store.  Bi-Lo attempted to sublease store #393
to a non-grocery retailer.  netDocket says Bi-Lo claims that
received interest from potential subtenants -- Fred's, Inc.;
Lifestyle Family Fitness; Discover Church; PetStay; E.C. Barton;
and an un-named bowling alley -- but each of the proposals was
rejected by Club Forest.

According to netDockets, Bi-Lo asserts that it has continued to
pay the rent under the lease for the entire period and, further,
that the lease contains no express requirement that the premises
be maintained "open for business."  netDockets says Bi-Lo also
asserts that the lease does not require the premises to be
operated as a grocery store, but rather allows Bi-Lo to use the
premises for "any lawful purpose" except that the premises cannot
be used as "a theatre, bowling alley, tavern, lounge, flea market,
wholesale business, or place of recreation or amusement."

According to netDockets, while Bi-Lo states that it intends to
continue to attempt to find a non-grocery subtenant for the
premises and that the "real dispute between the parties is whether
these repeated refusals [to accept proposed subtenants] are
consistent with Club Forest's obligation under the Lease not to
withhold its consent unreasonably," Bi-Lo is not asking the
bankruptcy court to address that specific issue.  netDockets says
Bi-Lo only seeks to have the court determine that its decision to
keep the property dark does not constitute a default that would
preclude assumption.

netDockets says Club Forest argues that the lack of an operating
anchor tenant is impacting the performance of the overall shopping
center.  Club Forest, according to netDockets, points to several
leases with other tenants in the Hudson Corners Shopping Center
which either give them the right to terminate their leases on
short notice or entitle them to rent abatements if the Bi-Lo store
premises remain dark.  This demonstrates, according to Club
Forest, that "should the demised premises remain a closed store
location, not open to the public for business, the result will
disrupt the tenant mix in and, therefore, rental income from the
shopping center."  netDocket says Club Forest also asserts that
Bi-Lo is also failing to meet other obligations under Section 365
of the Bankruptcy Code that preclude assumption because of the
risk that other tenants will terminate their leases if the store
remains vacant.

netDocket says Bi-Lo is represented in the dispute by Vinson &
Elkins L.L.P. and Nelson Mullins Riley & Scarborough, LLP.  Club
Forest is represented by Driscoll Sheedy, P.A.

                          About BI-LO LLC

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

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

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


BOISE PAPER: Moody's Assigns 'B2' Rating on $300 Mil. Notes
-----------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Boise Paper
Holdings, L.L.C.'s proposed $300 million senior unsecured notes
due 2020.  Boise Paper Holdings, L.L.C., a wholly owned subsidiary
of Boise Inc., intends to use existing cash and the proceeds from
the proposed note offering to primarily repay the Tranche B term
loan facility.  Moody's also affirmed the B1 corporate family
rating, upgraded the company's senior secured debt to Ba1 from
Ba3, and upgraded the unsecured notes due 2017 to B2 from B3 --
refer to the list below.  Following the close of the transaction,
Moody's will withdraw the ratings on the Tranche B term loan
facility.  The outlook is stable.

The B1 corporate family rating affirmation reflects the company's
market position as the third largest producer of uncoated
freesheet paper in North America and favorable pricing trends over
the intermediate term.  The ratings also incorporate weak product
demand, high leverage during a slow economic recovery, high input
cost exposure, and recent increases in raw material and energy
costs.

Boise's revolving credit facility and first lien term loan are
guaranteed by operating subsidiaries and secured by all assets of
the company.  Thus, the secured debt ratings are notched up from
the B1 corporate family rating to Ba1.  The two-notch upgrade to
the secured debt ratings to Ba1 from Ba3 reflects the increased
amount of unsecured debt in the company's capital structure pro
forma for the proposed note offering.  The B2 senior unsecured
notes have a one-notch differential from the B1 corporate family
rating.  This results from their lower rank and effective
subordination to the first lien debt and potentially $250 million
of revolver borrowings.

The stable outlook considers the company's recent debt reduction,
an improved liquidity position, and stabilizing demand trends in
most of the company's paper grades.  Despite the 12% decline of
uncoated freesheet production in 2009, pricing has remained
relatively stable as industry leaders have proactively taken
downtime to match production with orders and manage inventory
levels.  Nonetheless, Moody's believes the company's operating
performance will continue to be challenged by a slow economic
recovery, unfavorable white collar employment figures, overall
weak demand, challenges of shifting to higher margin specialty
products and exposure to high fiber and energy costs.

The ratings may be upgraded if Boise reduces leverage through a
combination of improved paper and linerboard pricing and
realization of higher margin specialty products.  Specifically,
should the company successively reduce debt through internally
generated cash flow such that adjusted (RCF-Capex)/Debt exceeds 6%
with adjusted Debt/EBITDA below 4.0x (on a sustainable basis), an
upgrade may be considered.  However, the ratings may be downgraded
should the company face significant price and volume
deterioration, persistent negative free cash flow, or a material
deterioration in liquidity arrangements.

Ratings Assigned:

  -- Senior Unsecured Notes due 2020, B2 (LGD5, 71%)

Ratings Upgraded:

First Lien Secured Revolver, Ba1 (LGD2, 17%) from Ba3

  -- First Lien Secured Term Loan A, Ba1 (LGD2, 17%) from Ba3
  -- Senior Unsecured Notes due 2017, B2 (LGD5, 71%) from B3

Ratings Affirmed:

  -- Corporate Family Rating, B1
  -- Speculative Grade Liquidity Rating, SGL-2

Moody's last rating action was on October 16, 2009, when Moody's
assigned a B3 rating to Boise's unsecured notes due 2017.

Boise Paper Holding, L.L.C., a wholly owned subsidiary of Boise
Inc., headquartered in Boise, Idaho, is the third-largest North
American producer in uncoated free sheet paper and has a
significant presence in the markets for linerboard, corrugated
containers, and specialty and premium paper products.


BOISE PAPER: S&P Assigns 'BB-' Rating on $300 Mil. Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue-level and
recovery ratings to Boise Paper Holdings LLC's and Boise Co-Issuer
Co.'s (co-issuer) proposed $300 million senior unsecured notes due
2020 based on preliminary terms and conditions.  S&P assigned a
'BB-' issue-level rating (the same as the corporate credit rating)
and a recovery rating of '3', indicating S&P's expectation of
meaningful (50% to 70%) recovery in the event of a payment
default.

The issue-level and recovery ratings on Boise Paper's senior
secured credit facilities remain unchanged at 'BB+' and '1',
respectively, indicating S&P's expectation of very high (90%-100%)
recovery in the event of a payment default.  Similarly, the issue-
level and recovery ratings on Boise Paper's existing $300 million
9.00% senior notes due 2017 remain unchanged at 'BB-' and '3',
respectively.

"The 'BB-' corporate credit rating on Boise Paper reflects the
company's participation in cyclical paper and packaging markets,
moderate size, customer-concentration risk, and aggressive debt
leverage," said Standard & Poor's credit analyst Pamela Rice.  The
ratings also incorporate the company's moderate product diversity
and a growing value-added product mix.  Boise is the third-largest
producer of uncoated freesheet in North America.  It also
manufactures containerboard, corrugated products, and newsprint.

                           Ratings List

                     Boise Paper Holdings LLC

     Corporate Credit Rating                   BB-/Stable/--

                         Ratings Assigned

    Boise Paper Holdings LLC & Boise Co-Issuer Co. (co-issuers)

          $300 mil snr unsec notes due 2020          BB-
             Recovery rating                         3


BONEYARD LLC: Creditors Have Until May 1 to Files Proofs of Claim
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has set May 1, 2010, as the deadline for any individual or entity
and governmental units to file proofs of claim against Boneyard,
LLC.

Proofs of claim may be filed with:

   Clerk of the Bankruptcy Court, Santa Ana Division
   U.S. Bankruptcy Court
   411 West Fourth Street
   Santa Ana, CA 92701

Copies of proofs of claim may be submitted to:

   Prescott Littlefield
   Morgan lewis & Bockius LLP
   300 S. Grand Avenue, 22nd Floor
   Los Angeles, CA 90071-3132

Irvine, California-based Boneyard, LLC, is a limited liability
company whose sole member is Le Plastrier Management Co., Inc.
Boneyard filed for Chapter 11 bankruptcy protection on Dec. 14,
2009 (Bankr. C.D. Calif. Case No. 09-23930).  Richard W. Esterkin,
Esq., who has an office in Los Angeles, California, assists the
Company in its restructuring effort.  The Company listed
$10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


BRUCE NEVIASER: Files List of 16 Largest Unsecured Creditors
------------------------------------------------------------
Bruce D. Neviaser has filed with the U.S. Bankruptcy Court for the
Western District of Wisconsin a list of his 16 largest unsecured
creditors.

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

             http://bankrupt.com/misc/wiwb10-10062.pdf

Middleton, Wisconsin-based Bruce D. Neviaser filed for Chapter 11
bankruptcy protection on January 7, 2010 (Bankr. W.D. Wis. Case
No. 10-10062).  J. David Krekeler, Esq., who has an office in
Madison, Wisconsin, assists the Debtor in his restructuring
effort.  According to the schedules, the Debtor had $28 million in
assets against $24.5 million in debts as of the Petition Date.


BRUCE NEVIASER: Files Schedules of Assets & Liabilities
-------------------------------------------------------
Bruce D. Neviaser has filed with the U.S. Bankruptcy Court for the
Western District of Wisconsin its schedules of assets and
liabilities, disclosing:

   Name of Schedule                    Assets        Liabilities
   ----------------                    ------        -----------
A. Real Property                     $2,701,000
B. Personal Property                $25,434,366
C. Property Claimed as
   Exempt
D. Creditors Holding
   Secured Claims                                     $7,694,417
E. Creditors Holding
   Unsecured Priority
   Claims                                                     $0
F. Creditors Holding
   Unsecured Non-priority
   Claims                                            $16,783,559
                                     -----------     -----------
       TOTAL                         $28,135,366     $24,477,976

Middleton, Wisconsin-based Bruce D. Neviaser filed for Chapter 11
bankruptcy protection on January 7, 2010 (Bankr. W.D. Wis. Case
No. 10-10062).  J. David Krekeler, Esq., who has an office in
Madison, Wisconsin, assists the Debtor in his restructuring
effort.


BRUCE NEVIASER: Gets Okay to Hire Krekeler as Bankr. Counsel
------------------------------------------------------------
Bruce D. Neviaser sought and obtained permission from the Hon.
Robert D. Martin of the U.S. Bankruptcy Court for the Western
District of Wisconsin to employ Krekeler Strother, S.C., as
bankruptcy counsel.

Krekeler Strother will assist in preparing the disclosure
statement and plan of reorganization, collect any amounts due the
Debtor, and act as a general counsel to the Debtor.

Krekeler Strother will be paid based on the hourly rates of its
personnel:

       J. David Krekeler             $285
       Other Shareholders            $285
       Associates                  $130-$225
       Paralegals                     $85

The Debtor assured the Court that Krekeler Strother is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Middleton, Wisconsin-based Bruce D. Neviaser filed for Chapter 11
bankruptcy protection on January 7, 2010 (Bankr. W.D. Wis. Case
No. 10-10062).  J. David Krekeler, Esq., who has an office in
Madison, Wisconsin, assists the Debtor in his restructuring
effort.  According to the schedules, the Debtor had $28 million in
assets against $24.5 million in debts as of the Petition Date.


BRUCE NEVIASER: US Trustee Appoints 5 Members to Creditors Panel
----------------------------------------------------------------
William T. Neary, the U.S. Trustee for Region 11, appoints five
members to the Official Committee of Unsecured Creditors in Bruce
D. Neviaser's Chapter 11 cases.

The Committee members include:

1) Johnson Bank
   Attn: Anne Fink
   525 Junction Road
   Madison, WI 53717
   Tel: (608) 203-3907
   Fax: (608) 203-3939
   E-mail: afink@johnsonbank.com

2) Greenway Office Center L.L.C.
   Attn: Mickey N. Conrad
   P.O. Box 7700
   Madison, WI 53707-7700
   Tel: (608) 830-6311
   Fax: (608) 662-0500
   E-mail: mconrad@twallproperties.com

3) Park Bank
   Attn: Darwin Lynde
   1815 Greenway Cross
   P.O. Box 8969
   Madison, WI 53708-8969
   Tel: (608) 278-2850
   Fax: (608) 278-2854
   E-mail: dlynde@parkbank.com

4) Timothy Downey
   Attn: Timothy Downey
   475 E. Deerpath
   Lake Forest, IL 60045
   Tel: (630) 606-9260
   Fax: (847) 234-4824
   E-mail: tdowney.ddc@gmail.com

5) West Pointe Bank
   Attn: J. Scott Sitter
   1750 Witzel Avenue
   Oshkosh, WI 54901
   Tel: (920) 232-2260
   Fax: (920) 232-2266
   E-mail: scotts@westptebank.com

Middleton, Wisconsin-based Bruce D. Neviaser filed for Chapter 11
bankruptcy protection on January 7, 2010 (Bankr. W.D. Wis. Case
No. 10-10062).  J. David Krekeler, Esq., who has an office in
Madison, Wisconsin, assists the Debtor in his restructuring
effort.  According to the schedules, the Debtor had $28 million in
assets against $24.5 million in debts as of the Petition Date.


BRUNO'S SUPERMARKETS: Trustee Appeals Bankruptcy Sale Bonuses
-------------------------------------------------------------
The liquidating trustee for Bruno's Supermarkets LLC is appealing
a court order giving the company the green light to distribute
certain incentive and retention payments to top employees that
were triggered by a sale of Bruno's assets, according to Law360.

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.


CABLEVISION SYSTEMS: Likely Won in Walt Disney Pact, Moody's Says
-----------------------------------------------------------------
Moody's Investors Service said that a recent dispute between The
Walt Disney Company (A2, stable) and Cablevision Systems
Corporation (Ba2, stable) was resolved more quickly than expected
(albeit not in time for viewers to catch the opening monologue of
the Academy Awards), but that there are certain to be more public
squirmishes amongst content providers, broadcasters and pay-TV
distribution companies in the coming months and years.

In yet another high profile contract negotiation between a cable
company and a broadcaster (this time one whose owner also owns a
major broadcast network and substantial programming content),
Disney and Cablevision remained at an impasse for more than 20
hours yesterday before making "significant (enough) progress (in
their negotiations)" to restore broadcast carriage of ABC-7 to
almost 3.1 million Cablevision customers in and around the New
York metropolitan area market.  "In Moody's estimation, Moody's
believe this translates into an Oscar win for Cablevision as the
likely victor, this time around," said Senior Vice President
Russell Solomon.

Like News Corp (Baa1, stable) in its recent dispute with Time
Warner Cable, Inc. (Baa2, stable) over retransmission fees for its
owned Fox TV stations just prior to The Sugar Bowl earlier this
year, Disney presumably ceded more ground than it would have liked
in the settlement, albeit also likely on a short-term basis (one
year vs. the more typical three).  If not, Cablevision's track
record suggests that a blackout of the ABC TV station programming
would have almost certainly continued, and potentially on more
than just a short-term basis (as evidenced in January when it
failed to agree on carriage terms for Scripps Network Interactive
Inc.'s (Baa1, stable) Food Network and HGTV channels, which went
off the air for three weeks).  Odds were high that Cablevision
would have to pay something, but the relatively quick resumption
of signal carriage (particularly during the broadcast of such a
premiere television event and prior to a firm agreement being in
place) suggests they are leaning towards something less (and
potentially far less) than Disney's initial demand.  Either way,
the outcome of this very public dispute will be widely watched
(even though final terms are usually kept very private) and has
the potential to be precedent setting for the entire pay
television industry.

For Cablevision, the credit implication of losing ABC-7,
particularly ahead of the Academy Awards show, is negative because
at least some of the cable company's customers were given one more
reason to consider joining their neighbors in defecting to an
alternative pay-TV service provider, of which there several, as
they undoubtedly have grown increasingly tired of these blackouts
and threats of the same.  Moody's believe that Cablevision's
rivals may have modestly benefited from this latest stand-off --
principally Verizon Communications Inc. (A3, stable) with its
advanced FiOS fiber optic TV service, although less so than if the
programming had not been restored so quickly.

For Disney, the credit implication remains largely neutral either
way because the ABC network and its New York station are only a
small part of Disney's overall business.  Still, with another big
carriage fee fight with Time Warner Cable Inc. (Baa2, stable)
expected this summer, Disney wanted to set a precedent by
"winning" the fight with Cablevision, collecting something and
establishing at least a baseline pricing level for its high
quality programming.  And the ramifications for upcoming contract
renewals with other pay-TV distributors, which now notably include
telephone companies in addition to direct broadcast satellite
companies, incumbent cable companies and their rivals, could be
more far-reaching.

At stake are hundreds of millions of dollars in fees each year
that the station affiliates of ABC, CBS, NBC and Fox are demanding
(and increasingly getting) from the pay-TV industry in exchange
for carrying local and network-TV programming over cable-TV
networks.  In the latest dispute involving Cablevision, the fees
Disney sought for the lone ABC-7 channel amounted to a reported $1
per subscriber, or some $40 million a year, according to
Cablevision -- not a significant amount on its own but one that
could add up over the long term if the major networks continue to
gain momentum and begin winning more of these fights.

"We think the major broadcast stations will be the bigger winners
in their collective bid to build an incremental affiliate-fee
revenue stream, which will serve to partially mitigate their
exposure to the volatile advertising markets," noted Mr. Solomon.
This is mainly because they have some of the most popular
programming content that the cable- and other pay-TV companies
need in order to keep subscribers and stay competitive.

Ultimately, though, the biggest losers will be consumers as the
pay-TV companies invariably raise prices for existing programming
packages to offset the added fees.  While the situation is far
from new, this high-profile dispute has heightened awareness of
all affected parties, with some politicians calling for regulatory
intervention and others vowing to stay out of the fight, and
consumers caught in the middle.

Moody's says that there's more to come, for sure.


CATALYST PAPER: To Close Exchange Offer for 8-5/8% Notes Today
--------------------------------------------------------------
Catalyst Paper Corporation on Monday said its private exchange
offer and consent solicitation of its 11% Senior Secured Notes due
December 15, 2016, for its outstanding 8-5/8% Senior Notes due
June 15, 2011, expired in accordance with its terms at midnight on
March 5, 2010.

The closing of the Exchange Offer is expected to take place on
March 10, 2010, at which time US$280,434,000 in aggregate
principal amount of New Notes will be issued.

Catalyst has been advised by the exchange agent for the Exchange
Offer that, as of the expiration of the Exchange Offer, the
aggregate principal amount of Old Notes that had been validly
tendered (and not validly withdrawn) and for which related
consents had been validly delivered (and not validly revoked) was
US$318,676,000, or 89.96% of the outstanding Old Notes.

                      About Catalyst Paper

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

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

                          *     *     *

In March 2010, Standard & Poor's Rating Services said it kept its
ratings, including its 'CC' long-term corporate credit rating, on
Vancouver-based Catalyst Paper Corp. on CreditWatch with negative
implications, where they were placed Nov. 25, 2009.  Standard &
Poor's said it will likely lower the ratings on Catalyst Paper to
'SD' (selective default) upon completion of the exchange offer.
"Standard & Poor's views the offer as distressed because it
represents a discount on the face value of the existing senior
unsecured debt," said Standard & Poor's credit analyst Jatinder
Mall.


CATHOLIC CHURCH: Victims Fight Wilmington Diocese's Bid to Seal
---------------------------------------------------------------
Law360 reports that sexual abuse victims and creditors have issued
two letters saying they've reached a stalemate with Catholic
Diocese of Wilmington Inc. affiliates over whether to seal the
record in the diocese's bankruptcy proceedings, and they're urging
the court not to close off all discovery proceedings to the
public.

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

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

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


CELL THERAPEUTICS: Compensation Panel Approves Cash Incentives
--------------------------------------------------------------
The Compensation Committee of the Board of Directors of Cell
Therapeutics Inc. approved cash incentive awards for 2009 for each
of the Company's named executive officers.

In determining the cash incentive amounts, the Compensation
Committee determined that the Company had achieved the maximum
performance goal established under the program for operating
capital raised in 2009 and had achieved the target performance
goal for the tender of its then-outstanding notes due in 2010-2011
in its publicly registered tender offers for those notes.

In addition, the Compensation Committee noted that the Company had
completed its new drug application submission for pixantrone in
2009. Based on these achievements and its subjective assessment of
each named executive officer's individual performance during
fiscal 2009, the Compensation Committee determined to award cash
incentives to each of the named executive officers in the
following amounts: James A. Bianco, M.D., 90%; Craig W. Philips,
60%; Louis A. Bianco, 62%; Daniel G. Eramian, 57.5%; and Jack W.
Singer, M.D., 35%.

A full-text copy of the Summary Compensation Table Fiscal 2007-
2009 is available for free at http://ResearchArchives.com/t/s?57a0

                     About Cell Therapeutics

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

                       Going Concern Doubt

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

                      Bankruptcy Warning

In its Form 10-Q report for the period ended September 30, 2009,
filed with the Securities and Exchange Commission, the Company
warned it does not expect it will have sufficient cash to fund
planned operations through the second quarter of 2010, which
raises substantial doubt about its ability to continue as a going
concern.  The Company said if it fails to obtain capital when
required, the Company said it may be required to delay, scale
back, or eliminate some or all of its research and development
programs and may be forced to cease operations, liquidate its
assets and possibly seek bankruptcy protection.


CELEBRITY RESORTS: Blames Rift Among Meyers Family for Bankruptcy
-----------------------------------------------------------------
netDockets relates Celebrity Resorts, LLC, blamed its bankruptcy
on three primary factors:

    -- General economic factors, which resulted in an
       "unprecedented decrease in revenues" for the timeshare
       industry beginning in September 2008.

    -- Disagreements between members of the Meyers family who
       control the debtors regarding the companies' business
       model, which resulted in the termination of two family
       members -- Neil Meyers (the father) and Steve Meyers
       (a son and the debtors' general counsel) and a lawsuit by
       Neil Meyers against several of the companies.  A second
       son, Jared Meyers, remains as the chief executive officer
       of all of the debtors.

    -- The declaration of a default on a loan owing to Textron
       Financial Corporation.

netDockets further relates the Debtors reported that they
collectively have $12 million in unsecured debt and these secured
debt:

                                    Amount
                                    ------
     Textron Financial           $10,900,000
     Farmington Bank              $5,500,000
     RBC Bank (USA)               $1,500,000
     Resort Funding, LLC          $1,700,000
     Fifth Third Bank             $2,900,000
     Jared & Kristi Meyers          $390,000

Celebrity Resorts LLC was founded in 2003 and the group of debtors
own and operate 13 vacation timeshare resorts in Colorado,
Florida, Hawaii, New Jersey, Nevada, and Pennsylvania.  netDockets
relates that the Debtors, in their bankruptcy pleadings, claim
that they have been "one of the fastest growing timeshare
companies in the nation" since their founding.

Celebrity Resorts and 35 affiliates voluntarily filed for chapter
11 bankruptcy protection in the United States Bankruptcy Court for
the Middle District of Florida in Orlando, on March 5, 2010
(Bankr. M.D. Fla. Case No. 10-03550).  Judge Arthur B. Briskman
presides over the cases.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, in Orlando, serves as bankruptcy counsel.
Celebrity Resorts' petition disclosed estimated assets and debts
to be both between $10,000,001 and $50,000,000.


CHRYSLER LLC: Chrysler Group Names Two New Executives
-----------------------------------------------------
In a continued effort to focus on core competencies and
efficiencies, Chrysler Group LLC named two appointments within its
executive ranks.

Steve Williams has been named Head of Advance Engineering,
Planning and Regulatory Affairs.  In that role, Williams continues
his responsibility for all advance engineering and assumes the
Company's regulatory and planning activities.

In addition, the Company appointed Stephen J. Bartoli Head of
International Product Planning, Business Development and
Integration.  In this position, Bartoli will be responsible for
leading Product Planning, Market, Brand and Business Strategy and
Alliance Planning for International markets.

Williams joined Chrysler in 1990 and has held a series of
positions with increasing responsibility in engineering.  He
received both a master's degree in mechanical engineering and
business administration from Wayne State University.  He holds a
bachelor's degree in mechanical engineering from Michigan
Technological University.

Bartoli holds a master's degree in business administration from
Kellogg Graduate School of Management, Northwestern University and
a bachelor's degree in mechanical engineering from the University
of Notre Dame.  He joined Chrysler in 1986 and has held various
positions in product planning, marketing and international
operations where he was the head of Chrysler's European sales,
media relations and marketing.

                     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: U.S. Trustee Wants Certain Fees Reduced
-----------------------------------------------------
Diana G. Adams, the United States Trustee for Region 2, says that
she has reviewed the fee applications of bankruptcy professionals
employed and retained in the Debtors' Chapter 11 cases for the
September to December 2009 period and asks the Court to reduce the
interim fees allowed to certain of the Professionals.

A. Jones Day

Jones Day seeks $5,946,182 in fees and reimbursement of out-of-
pocket expenses aggregating $137,229 for the September to December
2009 Fee Period.

The U.S. Trustee notes that Jones Day agreed to defer $213,662 of
the fees it incurred while preparing the Debtors' motion for
authority to implement post closing modifications to Chrysler
LLC's governance structure and release of certain officers and
directors.  There are objections to the Release Motion and it has
been adjourned without a date and Jones Day agreed to the deferred
consideration of its fees until the Release Motion is resolved.

In addition, Jones Day agreed to further reduce its fees by $6,881
based on the firm's reduction of the fees of its law clerks
consistent with those of the firm's non-attorney employees, the
U.S. Trustee says.

Jones Day has likewise agreed that its travel meal expense be
reduced by $466 pursuant to the U.S. Trustee' request to limit
Jones Day's lunch and dinner to $20 and $40 per person.

B. Capstone Advisory Group

Based upon discussions with the United States Trustee, Capstone
Advisory Group has agreed to reduce its laundry expenses by one
half, resulting in a $689 reduction.  Capstone Advisory has also
agreed to reduce certain car service related expenses by $417,
representing one half of these car services expenses:

  * July 20, 2009 amounting to $281;
  * July 22, 2009 amounting to $319; and
  * December 1, 2009 amounting to $235.

C. Cahill Gordon & Reindel LLP

The U.S. Trustee notes that Cahill Gordon incurred fees totaling
$38,152, which is approximately 16% of total fees incurred, on
"Fee/Employment Applications and Objections" matters.  The United
States Trustee believes that the amount is excessive, under the
circumstances.

With regard to Cahill Gordon's previously incurred $687,482 fees
for legal services regarding the Release Motion, the U.S. Trustee
says that Cahill Gordon agreed to the deferred consideration by
the Court of its fees for legal services attendant to the Release
Motion, amounting to $68,482.

In addition, the U.S. Trustee notes that Cahill seeks $2,031 in
aggregate expenses for "word processing" services for the
September to December 2009 Period.  However, the U.S. Trustee
argues that word processing is a clerical service that represents
Cahill Gordon's overhead.  Thus, the word processing fee should be
disallowed.

D. Kramer Levin and Mesirow Financial Consulting

Kramer Levin has incurred fees totaling $148,730, or 23% of total
fees incurred, on Fee Application matters and Mesirow Financial
incurred fees totaling $29,412, or 19% percent of total fees
incurred, on Fee Application matters.  The United States Trustee
argues that the amounts are excessive.

                         *     *     *

The Court has approved the interim fee applications of these
professionals for the September to December 2009 period:

  Professional                           Fees         Expenses
  ------------                           ----         --------
  Jones Day                        $5,939,300         $136,762
  Capstone Advisory                 3,479,643          285,056
  Kramer Levin                        640,804           43,589
  Togut Segal & Segal LLP             544,998            1,724

                     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)


CITADEL BROADCASTING: 7 Affiliates File Statement & Schedules
-------------------------------------------------------------
Three debtor-affiliates of Citadel Broadcasting Corporation,
reported assets ranging from $118,000,000 to $211,000,000:

  Debtor                               Assets      Liabilities
  ------                               ------      -----------
  Citadel Broadcasting Company   $210,753,748   $2,840,476,403
  Alphabet Acquisition Corp.      188,197,145    2,916,555,441
  Radio Networks LLC              118,631,128    2,333,009,963
  DC Radio Assets LLC             $77,292,028   $2,211,544,862
  LA Radio LLC                     22,261,781    2,174,458,197
  NY Radio Assets LLC              12,257,783    2,166,692,256
  Minneapolis Radio Assets LLC     10,385,509    2,179,789,183

The Debtor-affiliates also filed their statements of financial
affairs.

Randy L. Taylor, the Debtors' senior vice president and chief
financial officer, relates that two of the Debtors earned net
revenues from operation of their businesses:

  (a) Citadel Broadcasting:

         * $293,207,382 from Jan. 1 to Nov. 30, 2009;
         * $381,614,798 for 2008; and
         * $417,963,114 for 2007;

  (b) Radio Networks:

         * $111,024,492 from Jan. 1 to Nov. 30, 2009;
         * $179,149,350 for 2008; and
         * $107,203,014 for 2007.

  (c) NY Radio Assets

         * $20,065,393 from Jan. 1 to Nov. 30, 2009;
         * $22,230,960 for 2008; and
         * $13,238,049 for 2007;

  (d) Minneapolis Radio

         * $24,887,618 Jan. 1 to Nov. 30, 2009;
         * $32,115,075 for 2008; and
         * $19,629,189 for 2007;

  (e) LA Radio

         * $10,096,875 Jan. 1 to Nov. 30, 2009;
         * $15,551,293 for 2008; and
         * $9,525,214 for 2007;

  (f) DC Radio Assets

         * $27,879,628 from Jan. 1 to Nov. 30, 2009;
         * $36,965,056 for 2008; and
         * $26,090,696 for 2007.

Citadel Broadcasting and Radio Networks also earned (lost)
revenue from other sources:

  (a) Citadel Broadcasting:

         Amount           Year & Source
         ------           -------------
         $13,458          2009 - Interest Income - 3rd Party
         $32,672          2009 - Interest Income - Intercompany
        ($72,075)         2009 - Loss on Sale of Assets
        ($13,960)         2009 - Misc Expense
         $42,879          2008 - Interest Income - 3rd Party
         $947,526         2008 - Interest Income - Intercompany
        ($4,379,172)      2008 - Loss on Sale of Assets
         $57,692          2007 - Interest Income - 3rd Party
         $1,093,703       2007 - Interest Income - Intercompany
        ($5,143,113)      2007 - Loss on Sale of Assets

  (b) Radio Networks:

        ($23,654)         2008 - Loss on Sale of Assets

  (C) Minneapolis Radio

            Amount    Year & Source
            ------    -------------
            $2,000    2009 - Gain on Sale of Assets
            11,652    2008 - Gain on Sale of Assets
            1,050    2007 - Gain on Sale of Assets

  (d) LA Radio

           (820)   2007 - Loss on Sale of Assets

  (e) DC Radio

         (86,549)   2009 - Loss on Sale of Assets
            (796)   2008 - Loss on Sale of Assets
          $2,500    2007 - Gain on Sale of Assets

Within 90 days immediately preceding the Petition Date, Citadel
Broadcasting Company paid $67,210,757 to more than 3,000
creditors on account of debts which are not primary consumer
debts while Radio Networks paid $44,084,847 to more than 380
creditors.

The three Debtors made payments for the benefit of creditors who
are insiders within one year immediately preceding the Petition
Date.  A schedule of the payments is available for free at:

          http://bankrupt.com/misc/Ctdl3CrdtrsIntC.pdf

Within one year immediately before the Petition Date, the Debtors
made payments to Radio Assets LLC, an insider:

  DC Radio                $134,551,773
  LA Radio                  58,394,333
  Minneapolis Radio         77,509,983
  NY Radio                  72,978,777

One year before the Petition Date, the three Debtors were parties
to various suits and administrative proceedings.  Citadel
Broadcasting is a defendant of a litigation filed by Vigilant
Insurance Company and Alphabet Acquisition is involved with an
employee related matter in the New York State Department of
Labor.  Radio Networks is a party to five litigations, two of
which are settled, and one arbitration with the American
Arbitration Association.


A list of the litigation and administrative proceeding to which
Radio Networks is involved in is available for free at:

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

Radio Networks closed its network disbursement account in Bank of
America on August 24, 2009, while Citadel Broadcasting closed
certain disbursement and depository accounts in Bank of America,
Capital One, and Whitney Bank from August 7 to December 15, 2009.

Citadel Broadcasting Company made charitable contributions to
various institutions.  The largest contribution is $100,000 to
Imus Radiothon, a foundation run by an independent contractor.

Mr. Taylor discloses that Citadel Broadcasting has already paid
more than $14,000,000 in relation to debt and bankruptcy
counseling.  A schedule of the payments is available for free at:

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

In addition, Citadel Broadcasting transferred three FCC licenses
and related fixed assets aggregating more than $40,000,000 to The
Last Bastion Station Trust LLC and Wasatch Radio LLC.

Citadel Broadcasting, however, holds or controls FCC licenses and
related fixed assets owned by Oak Ridge FM, Inc. and Champlain
Broadcasting, Inc.

The Debtor's books were kept or supervised by:

  Name                                Date
  ----                                ----
  Randy Taylor                        04/01/1999 - Present
  Senior Vice President and
  Chief Financial Officer

  Joseph O'Brien                      01/01/2004 - Present
  Controller

  Stephanie Lilly                     07/01/2003 - Present
  VP Finance

  Robert G. Freedline                 05/26/2006 - 01/31/2008
  CFO

Before 2007 up to the present, the Debtor's books were audited by
Deloitte & Touche LLP.

Mr. Taylor discloses that three of the Debtors are parties to
certain suits and administrative proceedings.  Minneapolis Radio
is involved in an active employee related matter in the U.S.
Equal Employment Opportunity Commission.  NY Radio is involved in
two litigations in the Superior Court of New Haven and the U.S.
District Court for the Eastern District of New York.   The New
York case has been settled.  LA Radio was involved in a
litigation in the Superior Court of the State of California.

NY Radio and LA Radio made charitable contributions to Imus Ranch
for Kids With Cancer and various other organizations.  The
contributions aggregate $15,500.

The Debtor's books were kept or supervised by:

  Name                                Date
  ----                                ----
  Randy Taylor                        04/01/1999 - Present
  Senior Vice President and
  Chief Financial Officer

  Joseph O'Brien                      01/01/2004 - Present
  Controller

  Stephanie Lilly                     07/01/2003 - Present
  VP Finance

  Robert G. Freedline                 05/26/2006 - 01/31/2008
  CFO

Before 2007 up to the present, the Debtor's books were audited by
Deloitte & Touche LLP.

                    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: Radio Assets Files Statement & Schedules
--------------------------------------------------------------
A.    Real Property                                  $81,687

B.    Personal Property
B.1   Cash on Hand                                         0
B.2   Checking & Savings Accounts                  2,827,281
B.3   Security Deposits                                    0
B.4   Household Goods                                      0
B.5   Books and other collectibles                         0
B.6   Wearing apparel                                      0
B.7   Furs & Jewelry                                       0
B.8   Firearms                                             0
B.9   Insurance                                            0
B.10  Annuities                                            0
B.11  Education                                            0
B.12  IRA, ERISA, and other pension                        0
B.13  Stock and Interests                                  0
B.14  Partnerships & joint ventures                        0
B.15  Bonds                                                0
B.16  Accounts Receivable
        Trade                                      1,625,385
        Intercompany                           1,068,736,208
        Allowance for bad debt                      (320,000)

B.17  Alimony                                              0
B.18  Other Liquidated Debts
        Tax refund - Tennessee                        12,413
        Tax refund - Georgia                           6,440

B.19  Future Interests                                     0
B.20  Death Benefit Plan                                   0
B.21  Other Contingent Claims                              0
B.22  Patents                                   Undetermined
B.23  Licenses                                  Undetermined
B.24  Customer Lists                                       0
B.25  Automobiles                                          0
B.26  Boats                                                0
B.27  Aircrafts                                            0
B.28  Office Equipment                                     0
B.29  Machinery                                      221,825
B.30  Inventory                                            0
B.31  Animals                                              0
B.32  Crops                                                0
B.33  Farming                                              0
B.34  Farm Supplies                                        0
B.35  Other Personal Property                     10,182,551

     TOTAL SCHEDULED ASSETS                   $1,083,373,790
     =======================================================

C.    Property Claimed as Exempt                        None

D.    Secured Claims
        JPMorgan Chase Bank, N.A.             $2,144,387,154

E.    Unsecured Priority Claims                 Undetermined

F.    Unsecured Non-priority Claims
        Citadel Broadcasting Company              33,576,419
        Citadel Broadcasting Corporation       1,237,001,001
        KLOS Syndication Assets LLC                  765,551
        Others                                    43,604,375
        See http://bankrupt.com/misc/RadioAssSkedF.pdf


     TOTAL SCHEDULED LIABILITIES              $3,459,334,500
     =======================================================

                  Statement of Financial Affairs

Randy L. Taylor, Citadel Broadcasting Corporation's senior vice
president and chief financial officer, relates that Radio Assets
LLC earned net revenues totaling $5,104,249 from the operation of
its business from January 1 to November 30, 2009.

In addition, the Debtor also earned income other than operation
of its business for these periods:

  Amount          Period    Source
  ------          ------    ------
  $519,335         2009     Interest income - 3rd party
  $1,710,592       2008     Interest income - 3rd party
  $2,039,835       2007     Interest income - 3rd party

With regard to debts that are not primary consumer debts, the
Debtor paid $58,444,571 to more than 1,500 creditors within 90
days before they filed for bankruptcy protection.  A list of the
creditors is available for free at:

            http://bankrupt.com/misc/RadioAss3b.pdf

Within one year before the Petition Date, the Debtor paid $61,265
to John M. Dolan who is an insider.

The Debtor closed two accounts in Bank of America on August 24
and September 23, 2009.  The two accounts were a station
disbursement account and a depository account.

Within two years immediately preceding the Petition Date, the
Debtor's books were kept or supervised by these persons:

  Name                                Date
  ----                                ----
  Randy Taylor                        04/01/1999 - Present
  Senior Vice President and
  Chief Financial Officer

  Joseph O'Brien                      01/01/2004 - Present
  Controller

  Stephanie Lilly                     07/01/2003 - Present
  VP Finance

  Robert G. Freedline                 05/26/2006 - 01/31/2008
  CFO

Before 2007 up to the present, the Debtor's books were audited by
Deloitte & Touche LLP.

Messrs. Taylor and O'Brien and Ms. Lilly were in possession of
the books of account and records of the Debtor at the Petition
Date.

The Debtor's stock is all owned by Alphabet Acquisition Corp.

On February 6, 2009, the Debtor terminated its officer, John
Mitchell Dolan.

                    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: In Talks with Unsec. Creditors on Plan
------------------------------------------------------------
Don Jeffrey at Bloomberg News reports that Citadel Broadcasting
Corp. said at a hearing on March 9 that it is in talks with its
unsecured creditors about possible changes to its reorganization
plan.  "We're working through an agreement we hope to reach with
the creditors committee and the lenders," Joshua Sussberg, an
attorney for Citadel, told the bankruptcy judge.  "We're hopeful
over the next couple of days a resolution will be reached."

The hearing on the disclosure statement, which explains the terms
of the Plan, was adjourned until March 15.  Citadel will send the
Plan for voting following approval of the disclosure statement.

Citadel Broadcasting and its debtor-affiliates submitted to the
United States Bankruptcy Court for the Southern District of New
York a Chapter 11 Plan of Reorganization and accompanying
Disclosure Statement on February 3, 2010.

The key terms of the Plan and the Debtors' overall restructuring
are:

  * The Debtors' secured lenders will receive a pro rata share
    of (i) a new term loan with a  $762,500,000 principal
    amount, with a five-year term and an interest rate of "LIBOR
    + 800" and a three-percent LIBOR floor and (ii) 90% of the
    new common stock of "Reorganized Citadel", subject to
    dilution for distributions of New Common Stock under
    Reorganized Citadel's Equity Incentive Program.

  * Holders of unsecured claims, including the deficiency claims
    of the Lenders, will have the option to receive either (i) a
    pro rata share of 10% of the New Common Stock or (ii) cash
    equal to five-percent of the Allowed unsecured claim, which
    is capped at $2,000,000, and distributed first to the
    smallest in dollar amount and last to the largest in dollar
    amount of electing Holders; provided that once the cap is
    exhausted, electing Holders that did not receive cash will
    be treated like all non-electing Holders and receive their
    pro rata share of the New Common Stock.

  * Shares of New Common Stock will be distributed pursuant to
    an allocation mechanism designed to ensure compliance with
    the attribution and foreign ownership rules and regulations
    of the FCC.

  * All equity interests in the Debtors will be cancelled or
    extinguished upon the Plan's effective date.

Some shareholders have objected to the plan.  Stockholders Virtus
Capital LLC and the Kenneth S. Grossman Pension Plan, which hold
about 7 million total shares, are objecting to the Plan, saying
that the Plan undervalues the company and would enrich senior
lenders and company management. They said a turnaround in the
radio industry wasn't taken into account when financial
projections and valuations were made.

                    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)


CITIGROUP INC: Liptak to Lead Asia-Pacific Distressed Unit
----------------------------------------------------------
Citigroup Inc. hired John Liptak to head Asia-Pacific distressed
and special situations on its regional credit trading team,
Bloomberg News reported, citing an internal memo by the bank.
Mr. Liptak, who most recently ran an Asian special situations fund
at Hong Kong-based Tribridge Investment Partners Ltd., will join
Citigroup's Asia-Pacific credit trading team.

According to Bloomberg, Mr. Liptak, to be based in Hong Kong, will
spearhead Citigroup's efforts to bolster its ability to find
distressed and special situations investment opportunities,
structure them, sell them to clients, trade and act as market
makers.  He will report to Naresh Narayan, head of Japan credit
trading, for the Japan business and Rosa for the rest of the
region.

                          About Citigroup

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

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

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

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


COACHMEN INDUSTRIES: Gabelli's GAMCO Nominates 3 Directors
----------------------------------------------------------
Mario Gabelli's GAMCO Asset Management Inc. is seeking the
election of Glenn J. Angiolillo, Avrum Gray, and Robert S.
Prather, Jr., as directors on Coachmen Industries, Inc.'s Board of
Directors.

GAMCO also said it will disclose the names of the Company's
nominees for which GAMCO does not intend to vote once the Company
files its proxy statement for the 2010 Annual Meeting.

Coachmen Industries has not yet disclosed the record date for
determining shareholders entitled to notice of and to vote at the
2010 Annual Meeting.  Shareholders of record at the close of
business on the record date will be entitled to vote at the 2010
Annual Meeting.

In a Schedule 13D filing with the Securities and Exchange
Commission on Monday, GAMCO and its affiliates disclosed that as
of March 8, 2010, they hold in the aggregate 1,702,719 Coachmen
shares, representing 10.52% of the shares outstanding.

Mr. Angiolillo, 56, has been the President of GJA Corporation, a
consulting and advisory firm specializing in wealth management
since 1998 to present.  Mr. Angiolillo is a Director of LICT
Corp., formerly known as Lynch Interactive Corp. (2006 - present);
Director of NYMagic, Inc. (2002 - present); Director of Trans-Lux
Corporation (2009 - present), and a Director of Gaylord
Entertainment Co. (2009 - present).  Previously, Mr. Angiolillo
was a partner and member of the Management Committee in the law
firm of Cummings & Lockwood where he concentrated in the areas of
corporate law, mergers and acquisitions and banking and finance.

Mr. Gray, 73, is the Chairman and Founding Partner of G-Bar
Limited Partnership, an independent options trading firms and a
specialist in computer-based arbitrage activities in the
derivative markets, a position he has held since 1982.  Mr. Gray
serves as a director of SL Industries, Inc., a manufacturer of
power and specialized communication equipment, since 2000.  Mr.
Gray was Chief Executive of Alloy Consolidated Industries from
1956 through 1991, a privately held universal joint manufacturer
and an automotive aftermarket company.  Mr. Gray also served on
the boards of Lynch Systems, Inc. (1995 - 2001), a capital
equipment manufacturer where he was Chairman, Nashua Corporation
(2000 - 2009), a manufacturer, converter and marketer of labels
and specialty papers, Material Sciences Corporation, (2003 - 2009)
a provider of material-based solutions for acoustical and coated
applications and LGL Group, Inc. (formerly Lynch Corporation)
(1999 - 2009), a diversified holding company.  Mr. Gray was the
Chairman of the Board of Spertus Institute, as well as a board
member of the Illinois Institute of Technology, the Stuart School,
and a number of philanthropic organizations, including the Lyric
Opera of Chicago and Jewish Federation of Chicago.

Mr. Prather Jr., 65, has been the President and Chief Operating
Officer of Gray Television, Inc., a television broadcast company,
since September 2002.  He was an Executive Vice President of Gray
Television from 1996 until September 2002.  Mr. Prather is also a
director of Gray Television, Inc.  He has served as Chairman of
the Board at Triple Crown Media, Inc., a publishing and
communication company, since December 2005. He has also served as
Chief Executive Officer and director of Bull Run Corporation, a
sports and affinity marketing and management company from 1992
until its merger into Triple Crown Media in 2005.  Mr. Prather is
also on the Board of Directors of The Georgia World Congress
Center (Chairman) from 1993 to present, Draper Holdings Business
Trust from 2008 to present, Enterprise Bank from 2007 to present,
Swiss Army Brands, Inc. from 1995 to present, and Gaylord
Entertainment Company from 2009 to present.  Since 2004 Mr.
Prather also has been a member of the Board of Directors of GAMCO
Investors, Inc., the public company that is the parent of GAMCO.

A full-text copy of GAMCO's proxy statement is available at no
charge at http://ResearchArchives.com/t/s?580f

                     About Coachmen Industries

Coachmen Industries, Inc., doing business as All American Group,
is one of America's premier systems-built construction companies
operating under the ALL AMERICAN BUILDING SYSTEMS(R), ALL AMERICAN
HOMES(R) and MOD-U-KRAF(R) brands, as well as a manufacturer of
specialty vehicles through a joint venture with ARBOC Mobility,
LLC.  All American Group is a publicly held company with stock
quoted and traded on the over-the-counter markets under the ticker
COHM.PK.

All American Group includes All American Homes, LLC and Mod-U-
Kraf, LLC, which combined are one of the nation's largest builders
of systems-built residential homes.  Models range from single-
story ranches to spacious two-story colonials to beautifully
rustic log homes, under the Ameri-Log(R) brand.  A line of solar
homes that can generate low to zero energy bills is available
under the Solar Village(R) brand.  All American Building Systems,
LLC, builds large scale projects such as apartments, condominiums,
dormitories, hotels, military and student housing.  The Company's
construction facilities are located in Colorado, Indiana, Iowa,
North Carolina and Virginia.

                        *     *     *

In March 2009, Coachmen's independent public accounting firm,
Ernst & Young LLP, said that despite the Company's sale of the
assets related to its RV Segment, its recurring net losses and
lack of current liquidity raise substantial doubt about its
ability to continue as a going concern.

Coachmen said its ability to continue as a going concern is highly
dependent on its ability to obtain financing or other sources of
capital.


COATES INTERNATIONAL: Ends Coupon Bonds JV Deal with Third Party
----------------------------------------------------------------
Coates International Ltd. terminated its joint venture arrangement
with an independent third party which was originally entered into
for the purpose of undertaking a private offering of
collateralized zero coupon bonds to institutional investors.

After careful consideration of this proposed transaction, the
board of directors concluded that this transaction should not be
further pursued at this timed for these reasons:

   * The company expects to be in a better position to raise
     substantial equity at a lower cost and with less effort, once
     it completes production and delivery of its CSRV Units for
     installation in the oil and gas fields.

   * The Company believes it is in its best interest to pursue
     fund-raising activities with lower potential risk and cost to
     undertake.

The company said is not obligated to incur any additional costs
and there are no provisions for any penalties in connection with
termination of the JV Agreement.

A full-text copy of the company's joint venture arrangement is
available for free at http://ResearchArchives.com/t/s?57c5

                           Going Concern

The Company said it incurred net losses for the three and nine
month periods ended September 30, 2009 and, except for the year
ended December 31, 2008, has incurred recurring annual net losses
since inception.  As of September 30, 2009, the Company had a
Stockholders' Deficiency of $299,000.  At September 30, 2009, the
Company had negative working capital of ($2,285,000), compared
with negative working capital of ($34,000) at December 31, 2008.
In addition, the current economic environment, which is
characterized by tight credit markets, investor uncertainty about
how to safely invest funds and low investor confidence, has
introduced additional risk and difficulty in the Company's
challenge to secure needed additional working capital.  These
factors raise substantial doubt about the Company's ability to
continue as a going concern.

Management has instituted a cost control program intended to cut
variable costs to only those expenses that are necessary to
complete its activities related to entering the production phase
of its operations, develop additional commercially feasible
applications of the CSRV technology, seek additional sources of
working capital and cover the general and administrative expenses
in support of such activities.  The Company has been actively
undertaking efforts to secure new sources of working capital.
During the nine months ended September 30, 2009, the Company
received $690,000 from research and development fees and received
proceeds of approximately $676,000 from the sale of common stock
and warrants.  The Company continues to actively seek out new
sources of working capital; however, there can be no assurance
that it will be successful in these efforts.

Weiser LLP, in New York, expressed substantial doubt about Coates
International's ability to continue as a going concern after
auditing the financial statements for year ended December 31,
2008.  The auditing firm said that the Company continues to have
negative cash flows from operations, recurring losses from
operations in prior years, and has a stockholders' deficiency.

                    About Coates International

Based in Wall Township, N.J., Coates International, Ltd.
(OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated
on August 31, 1988, for the purpose of researching, patenting and
manufacturing technology associated with a spherical rotary valve
system for internal combustion engines.  This technology was
developed over a period of 15 years by Mr. George J. Coates, who
is the President and Chairman of the Board of the Company.

The Coates Spherical Rotary Valve System (CSRV) represents a
revolutionary departure from the conventional poppet valve.  It
changes the means of delivering the air and fuel mixture to the
firing chamber of an internal combustion engine and of expelling
the exhaust produced when the mixture ignites.


COMMUNITY EDUCATION: Moody's Withdraws 'B3' Senior Notes Ratings
----------------------------------------------------------------
Moody's Investors Service announced that it has withdrawn this
rating for business reasons.  The proposed notes were not issued.

These ratings were withdrawn:

  -- Community Education Centers' Proposed $210 million Senior
     Secured Notes

The last rating action with respect to Community Education Centers
was on February 3, 2010, when the proposed notes were assigned a
B3 rating.

Community Education Centers is a non-publicly traded company based
in West Caldwell, New Jersey.  The company currently operates 25
community-based residential facilities, and 60 in prison treatment
and education programs.  It also manages 17 secure detention
facilities.  The services provided by the community based
facilities included the assessment of causes for criminal
behavior; substance abuse counseling and treatment; and
individual, group and family therapy.  Services focus on
education, employment training, and life skills training.  In
2007, through an acquisition, the company expanded its services to
include secure detention management and in-prison treatment
programs.


CONTINENTAL AIRLINES: Reports Feb. 2010 Operating Performance
-------------------------------------------------------------
Continental Airlines reported a February consolidated (mainline
plus regional) load factor of 77.7%, 5.2 points above the February
2009 consolidated load factor, and a mainline load factor of
78.1%, 5.2 points above the February 2009 mainline load factor.
Both February load factors were records for the month.  The
carrier reported a domestic mainline February load factor of
80.6%, 2.9 points above the February 2009 domestic mainline load
factor, and a record international mainline load factor of 75.9%,
7.5 points above February 2009.

During February, Continental recorded a U.S. Department of
Transportation on-time arrival rate of 75.0% and a mainline
segment completion factor of 95.4%.  Continental's operational
results were adversely impacted by severe winter weather,
particularly at its New York hub at Newark Liberty International
Airport.

In February 2010, Continental flew 6.1 billion consolidated
revenue passenger miles (RPMs) and 7.8 billion consolidated
available seat miles (ASMs), resulting in a consolidated traffic
increase of 3.3% and a capacity decrease of 3.8% as compared to
February 2009.  In February 2010, Continental flew 5.4 billion
mainline RPMs and 6.9 billion mainline ASMs, resulting in a
mainline traffic increase of 3.2% and a mainline capacity decrease
of 3.7% as compared to February 2009.  Domestic mainline traffic
was 2.7 billion RPMs in February 2010, down 0.5% from February
2009, and domestic mainline capacity was 3.3 billion ASMs, down
4.1% from February 2009.

For February 2010, consolidated passenger revenue per available
seat mile (RASM) is estimated to have increased between 7.5% and
8.5% compared to February 2009, while mainline RASM is estimated
to have increased between 5.5% and 6.5%.

Continental estimates that the suspension of operations at its New
York hub on February 10, 2010, and February 26, 2010, due to
severe winter weather in the New York area reduced its
consolidated passenger revenue for the month by roughly $25
million.  The combination of available seat mile reductions caused
by the two February snowstorms and the company's re-accommodation
of many customers who were impacted by its flight cancellations
resulted in a year-over-year RASM benefit of roughly one
percentage point, compared to the year-over-year RASM performance
the company would have expected had the company flown the capacity
it cancelled as a result of the storms.

For January 2010, consolidated passenger RASM decreased 1.3%
compared to January 2009, while mainline passenger RASM decreased
2.8% compared to January 2009.

Continental's regional operations had a February load factor of
74.6%, 5.3 points above the February 2009 regional load factor.
Regional RPMs were 657.0 million and regional ASMs were
880.2 million in February 2010, resulting in a traffic increase of
3.5% and a capacity decrease of 4.0% versus February 2009.

A full-text copy of Continental's news release is available at no
charge at http://ResearchArchives.com/t/s?57ed

                   About Continental Airlines

Continental Airlines Inc. (NYSE: CAL) --
http://www.continental.com/-- is the world's fifth largest
airline.  Continental, together with Continental Express and
Continental Connection, has more than 2,400 daily departures
throughout the Americas, Europe and Asia, serving 130 domestic and
132 international destinations.  Continental is a member of Star
Alliance, which provides access to more than 900 additional points
in 169 countries via 24 other member airlines.  With more than
41,000 employees, Continental has hubs serving New York, Houston,
Cleveland and Guam, and together with its regional partners,
carries roughly 63 million passengers per year.

At December 31, 2009, Continental had total assets of
$12.781 billion against total current liabilities of
$4.389 billion; long-term debt and capital leases of
$5.291 billion; deferred income taxes of $203 million; accrued
pension liability of $1.248 billion; accrued retiree medical
benefits of $216 million; and other liabilities of $844 million.
At December 31, 2009, the Company had accumulated deficit of
$442 million, accumulated other comprehensive loss of
$1.185 billion and stockholders' equity of $590 million.  The
December 31 balance sheet showed strained liquidity: Continental
had total current assets of $4.373 billion against total current
liabilities of $4.389 billion.

                           *     *     *

As reported by the Troubled Company Reporter on September 4, 2009,
Standard & Poor's Ratings Services lowered its issue-level ratings
on all senior unsecured debt of Continental to 'CCC+' from 'B-'
and revised the recovery ratings on certain unsecured debt issues,
excluding industrial revenue bonds, to '6' from '5'.  At the same
time, S&P affirmed its 'B' corporate credit rating and secured
debt ratings on Continental.

The ratings on Continental's unsecured debt are based principally
on declining aircraft values caused by the global aviation
downturn.  This could result in reduced asset protection for
unsecured creditors if Continental were to file for bankruptcy.

Continental continues to carry Moody's Investors Service's B2
corporate family and Fitch Ratings' 'B-' Issuer Default Rating and
'CC/RR6' from 'CCC/RR6' senior unsecured rating.


CORUS BANKSHARES: Mulling Bankruptcy, To Spar with FDIC on Refunds
------------------------------------------------------------------
Corus Bankshares Inc. said in a March 8 regulatory filing that
Chapter 11 or liquidation are among the alternatives being
considered.  Corus is a holding company whose bank was taken over
by regulators and the Federal Deposit Insurance Corp. in
September.

In a filing with the Securities and Exchange Commission, Corus
said, "Management is investigating alternatives for the Company's
future, including, but not limited to, reorganization under
Chapter 11, liquidation and the dissolution and winding up of the
Company.  Given the Company's outstanding obligations and other
contingencies, the Company presently does not believe that there
will be any assets remaining to be distributed to its common
shareholders."

                      Preliminary Results

Corus Bankshares reported a preliminary net loss from continuing
operations for the three months ended September 30, 2009 of $8.5
million, or $0.16 per diluted share, compared with a net loss from
continuing operations of $6.9 million, or $0.13 per diluted share,
for the same period of 2008.  For the nine months ended September
30, 2009, the preliminary net loss from continuing operations was
$17.7 million, or $0.33 per share on a diluted basis, compared to
a net loss from continuing operations of $2.6 million, or $0.05
per share on a diluted basis in 2008.

Due to a onetime, non-cash accounting gain of $251.9 million
generated by writing off the Company's negative investment in the
Bank, the Company reported preliminary net income for the three
months ended September 30, 2009 of $210.0 million, or $3.91 per
diluted share, compared with a net loss of $128.0 million, or
$2.38 per diluted share, for the same period of 2008. For the nine
months ended September 30, 2009, the preliminary net loss was
$588.8 million, or $10.96 per share on a diluted basis, compared
to a net loss of $139.7 million, or $2.57 per share on a diluted
basis in 2008.  Management expects that the Company will generate
net losses going forward.

Shareholders' deficit stood at $5.81 per share as of September 30,
2009.

The Company has a $155 million taxes receivable on its balance
sheet as of September 30, 2009.  This amount represents tax
refunds due from the IRS of $109 million for 2008 and $46 million
for the first nine months of 2009.  These refunds relate to the
carryback of net operating losses to 2006 and 2007. On February 2,
2010, the Company filed amended returns for years 2006 and 2007
requesting the $109 million tax refund for 2008.  Because the
Company's consolidated tax loss in 2008 was generated principally
by the Bank, the Company believes the Bank has a claim against the
Company for the 2008 refund.  Accordingly, the Company has
recorded a payable to the FDIC, in its capacity as receiver of the
Bank, for the 2008 refund, in the amount of $109 million.  The
Company will contest any claim by the FDIC for the 2008 refund
because it believes that the tax refund will be generally subject
to the claims of all of the Company's creditors, including the
FDIC and is payable first to the Company, as the consolidated
filer.

The Company expects to accrue additional amounts due from the IRS
of approximately $106 million in the fourth quarter of 2009
relating to the carryback of NOL's to 2004 and 2005. Recent
carryback legislation was approved in November 2009 allowing
taxpayers to carry back losses for five years instead of the
current two years. Consequently, the Company anticipates
requesting an aggregate tax refund of $152 million for 2009.
Because the Company generated significant losses in 2009, the
Company will contest any claim by the FDIC with respect to the
2009 refund, even though the Bank also generated significant
losses in 2009.

Where both the Company and the Bank have independent losses
supporting independent claims for the entire refund, Treasury
Regulations provide that the utilization of those losses should be
apportioned based on each entity's respective loss.  The Company
expects the FDIC, in its capacity as receiver for the Bank, to
assert a claim for some or all of the 2009 refund.  Such claim
could include an action by the FDIC to seek to have the IRS pay
the refund directly to the FDIC. The Company believes that the tax
refund will be generally subject to the claims of all of the
Company's creditors, including the FDIC.  The Company has not
recorded a payable to the FDIC for any of the 2009 refund because
of the independent loss by the Company giving rise to an
independent claim for the entire 2009 refund. At this point in
time, it cannot be reasonably determined how this matter will
ultimately be resolved.

A copy of a document containing the Company's preliminary
financial statements is available for free at:

             http://researcharchives.com/t/s?5812

                         About Corus Bank

Corus Bank, N.A., was the banking subsidiary of Chicago, Illinois-
based Corus Bankshares, Inc. (NASDAQ: CORS).  Corus Bank was
closed September 11, 2009, by regulators and the Federal Deposit
Insurance Corporation was named receiver.  To protect the
depositors, the FDIC entered into a purchase and assumption
agreement with MB Financial Bank, National Association, Chicago,
Illinois, to assume all of the deposits of Corus Bank.

As of June 30, 2009, Corus Bank had total assets of $7 billion and
total deposits of approximately $7 billion.  MB Financial Bank
paid the FDIC a premium of 0.2% to assume all of the deposits of
Corus Bank.  MB Financial Bank agreed to purchase $3 billion of
the assets, comprised mainly of cash and marketable securities.
The FDIC retained the remaining assets for later disposition.


CYTOMEDIX INC: Posts $566,627 Net Loss in Q3 2009
-------------------------------------------------
Cytomedix, Inc., filed its annual report on Form 10-Q, showing a
net loss of $566,627 on $538,313 of revenue for the three months
ended Septmeber 30, 2009, compared with a net loss of $802,969 on
$499,371 of revenue for the same period of 2008.

The Company's balance sheet as of September 30, 2009, showed
$3.6 million in assets, $1.1 million of debts, and $2.6 million of
stockholders' equity.

Since inception, the Company has incurred, and continues to incur,
significant losses from operations.  The Company plans to obtain
additional capital, to finance the development of its business
operations, through strategic collaborations, issuance of its
equity securities, grant funding, or any other means it deems
appropriate.  "There is no assurance that such capital will be
available on acceptable terms or at all.  As a result, there is
substantial doubt as to the Company's ability to continue as a
going concern."

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

                  http://researcharchives.com/t/s?5798

Rockville, Md.-based Cytomedix, Inc. develops, sells, and licenses
regenerative biological therapies, to primarily address the areas
of wound care, inflammation, and angiogenesis.


DENNY HECKER: Lack of Funds Forces Two Defense Counsel to Resign
----------------------------------------------------------------
Dee DePass at Star Tribune reports that Denny Hecker's two defense
attorneys have resigned.  "I don't have the money, so they both
resigned," Mr. Hecker said, according to the report.

Star Tribune says U.S. Magistrate Judge Susan Nelson executed an
order Friday excusing Bill Mauzy from Mr. Hecker's criminal case.
His other defense attorney, Marsh Halberg, also asked Judge Nelson
to be removed from the criminal case Friday.

According to Star Tribune, Mr. Hecker said he will have to get a
public defender.  Star Tribune also relates Mr. Hecker told the
state judge handling his divorce case that he was having a hard
time coming up with the cash to pay Ms. Mauzy.  Mr. Hecker asked
the divorce court if he could get back $100,000 of the $125,000 he
recently used to replenish a 401(k) account he liquidated without
the permission of the court or his ex-wife, Tamitha.  The judge
denied the request, the report says.

                        About Denny Hecker

Denny Hecker filed for Chapter 7 bankruptcy on June 4, 2009,
before the U.S. Bankruptcy Court for the District of Minnesota.
Mr. Hecker listed $18 million in assets and $767 million in debts
owed to automakers, lenders, business partners and former
employees.

According to the Star Tribune in Minneapolis-St. Paul, the
bankruptcy filing had been widely anticipated.  Star Tribune noted
Mr. Hecker has been forced to sell or close 25 of his 26
dealerships in recent months, and Chrysler Financial won a
$477 million court judgment against him in April.  The bankruptcy
filing temporarily halted efforts by Chrysler and other creditors
from collecting money they say they are owed.

The Troubled Company Reporter on November 20 said Bankruptcy Judge
Robert Kressel held Mr. Hecker in contempt of court for failing to
turn over his financial records in a timely manner.

William R. Skolnick, Esq., at Skolnick & Shiff, P.A., in
Minneapolis, represents Mr. Hecker.


DUANE READE: Denis Nayden Resigns from Board of Directors
---------------------------------------------------------
Duane Reade Holdings Inc. received a letter from Denis J. Nayden
informing the latter's resignation from the Board of Directors
effective Feb. 24, 2010.

Mr. Nayden had served as a Director on the Board and was Acting
Chairman of the Compensation Committee of the Board of Directors.
In tendering his resignation, Mr. Nayden did not express any
disagreement with the Company on any matter relating to its
operations, policies or practices.

On March 4, 2010, the Board of Directors designated Tyler J.
Wolfram to be the Chairman of the Compensation Committee and
appointed Michael S. Green to serve as a member of the
Compensation Committee.

                        About Duane Reade

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

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

                           *     *     *

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


DUBAI WORLD: Unit Surrenders Former Knickerbocker Hotel to Lender
-----------------------------------------------------------------
The Wall Street Journal's A.D. Pruitt and Craig Karmin report that
Istithmar World Capital, the private-equity arm of Dubai World,
turned over the former Knickerbocker Hotel near the heart of Times
Square to its lender, Danske Bank A/S, after defaulting on its
$300 million mortgage.

The report says the 300,000-square-foot building at 42nd and
Broadway has been operated as an office building known as 1466
Broadway.  The Journal says Istithmar emptied it of most of
tenants as part of a plan to convert it back into a hotel.

According to the report, Danske Bank has hired Jones Lang LaSalle
to market the property and is getting a lot of interest, said Ben
Singer a Jones Lang LaSalle broker.  People familiar with the
matter told the Journal among the interested bidders is Sitt Asset
Management, the New York real-estate company that sold Istithmar
the building in 2006.

                        About Dubai World

Dubai World -- http://www.dubaiworld.ae/-- is Dubai's flag bearer
in global investments.  As a holding company it operates a highly
diversified spectrum of industrial segments and plays a major role
in the emirate's rapid economic growth.  Dubai World's investment
spans four strategic growth areas of 21st Century commerce namely,
Transport & Logistics, Drydocks & Maritime, Urban Development and
Investment & Financial Services.  Dubai World's portfolio includes
DP World, one of the largest marine terminal operators in the
world; Drydocks World & Dubai Maritime City designed to turn Dubai
into a major ship-building and maritime hub; Economic Zones World
which operates several free zones around the world including Jafza
and TechnoPark in Dubai; Nakheel the property developer behind
iconic projects such as The Palm Islands and The World among
others; Limitless the international real estate master planner
with current development projects in various parts of the world;
Leisurecorp a global sports and leisure investment group,
reshaping the industry by unlocking value across investment,
development and brand opportunities; Dubai World Africa which
oversees the regional development and portfolio of investments in
the African continent; and Istithmar World, the group's investment
arm that has a global footprint in finance, capital, leisure,
aviation and various other business ventures.

The Sun Never Sets on Dubai World, its Web site says.


DUBAI WORLD: Nakheel Valuation Delays Final Debt Plan
-----------------------------------------------------
Reuters reports bankers said on Sunday that Dubai World expects to
put its debt plan to creditors as early as this week but the final
proposal is being delayed by efforts to accurately value developer
Nakheel's assets.  According to Reuters, one of the bankers said
Dubai World's plan for repaying $26 billion in debt will not
include a proposal to raise capital or contain any surprises such
as the repayment of Nakheel's Islamic bond in December after a
last-minute bailout by Abu Dhabi.

Reuters says valuing Nakheel's assets and determining the size of
any financial help from the Dubai and Abu Dhabi governments would
determine the size of the haircuts creditors would have to take.

Reuters says Dubai is unable to contribute much while Abu Dhabi
will be selective in its aid.

Reuters notes Nakheel has a $980 million bond due in May, after
the defacto standstill period announced in November ends, but is
expected to be part of the broader Dubai World restructuring.  The
bond's underlying assets are the revenue stream that developed
projects would eventually generate, and not the land it owns,
Reuters adds.

                        6-Month Standstill

In November 2009, the Troubled Company Reporter ran a story
about Dubai World seeking a six-month standstill on its debt
obligations.  The government of Dubai said it would restructure
Dubai World and has appointed Deloitte LLP to lead the
restructuring effort, naming an executive at the consultancy as
the group's "chief restructuring officer."

Bloomberg News' Arif Sharif and Laura Cochrane said Dubai World
has US$59 billion in liabilities.  Bloomberg said Dubai
accumulated US$80 billion of debt by expanding in banking, real
estate and transportation before credit markets seized up last
year.

The Wall Street Journal said Standard & Poor's in an October
report estimated Dubai World could be responsible for as much as
50% of Dubai's total government and corporate debt load of some
US$80 billion to US$90 billion.

                          Large Exposure

As reported by the Troubled Company Reporter-Europe on Dec. 1,
2009, The Wall Street Journal's Chip Cummins, Dana Cimilluca and
Sara Schaefer Munoz, citing a person familiar with the matter,
said that U.K.'s Royal Bank of Scotland Group PLC, HSBC Holdings
PLC, Barclays PLC, Lloyds Banking Group PLC, Standard Chartered
PLC and ING Groep NV of the Netherlands, are among the
international banks that have large exposure in Dubai World.

RBS has lent roughly US$1 billion to Dubai World, another person
said, according to the Journal.  Sources also told the Journal
Barclays's exposure to Dubai World is roughly US$200 million, and
that exposure is effectively hedged.

David Robertson at The (U.K) Times reported Credit Suisse has
estimated that European banks could have EUR40 billion
(GBP36 billion) in loans to Dubai and much of this could be at
risk if the Gulf emirate defaults.

The Journal, citing people familiar with the matter, said the
banks with the greatest exposure to Dubai World are Abu Dhabi
Commercial Bank and Emirate NBD PJSC, people familiar with the
matter said.

Dow Jones Newswires' Margot Patrick related that a report by the
Emirates Banks Association said the top eight foreign banks in the
United Arab Emirates by lending volume -- HSBC, Standard
Chartered, Barclays, HSBC, Royal Bank of Scotland's ABN Amro,
Citigroup Inc., BNP Paribas SA, Lloyds and Credit Agricole SA's
Calyon, -- extended about US$36 billion in loans in 2008
throughout the federation, without breaking down the loans by
emirate or type of borrower.

                        About Dubai World

Dubai World -- http://www.dubaiworld.ae/-- is Dubai's flag bearer
in global investments.  As a holding company it operates a highly
diversified spectrum of industrial segments and plays a major role
in the emirate's rapid economic growth.  Dubai World's investment
spans four strategic growth areas of 21st Century commerce namely,
Transport & Logistics, Drydocks & Maritime, Urban Development and
Investment & Financial Services.  Dubai World's portfolio includes
DP World, one of the largest marine terminal operators in the
world; Drydocks World & Dubai Maritime City designed to turn Dubai
into a major ship-building and maritime hub; Economic Zones World
which operates several free zones around the world including Jafza
and TechnoPark in Dubai; Nakheel the property developer behind
iconic projects such as The Palm Islands and The World among
others; Limitless the international real estate master planner
with current development projects in various parts of the world;
Leisurecorp a global sports and leisure investment group,
reshaping the industry by unlocking value across investment,
development and brand opportunities; Dubai World Africa which
oversees the regional development and portfolio of investments in
the African continent; and Istithmar World, the group's investment
arm that has a global footprint in finance, capital, leisure,
aviation and various other business ventures.

The Sun Never Sets on Dubai World, its Web site says.


DUBAI WORLD: Nakheel Valuation Delays Final Debt Plan
-----------------------------------------------------
Reuters reports bankers said on Sunday that Dubai World expects to
put its debt plan to creditors as early as this week but the final
proposal is being delayed by efforts to accurately value developer
Nakheel's assets.  According to Reuters, one of the bankers said
Dubai World's plan for repaying $26 billion in debt will not
include a proposal to raise capital or contain any surprises such
as the repayment of Nakheel's Islamic bond in December after a
last-minute bailout by Abu Dhabi.

Reuters says valuing Nakheel's assets and determining the size of
any financial help from the Dubai and Abu Dhabi governments would
determine the size of the haircuts creditors would have to take.

Reuters says Dubai is unable to contribute much while Abu Dhabi
will be selective in its aid.

Reuters notes Nakheel has a $980 million bond due in May, after
the defacto standstill period announced in November ends, but is
expected to be part of the broader Dubai World restructuring.  The
bond's underlying assets are the revenue stream that developed
projects would eventually generate, and not the land it owns,
Reuters adds.

                        6-Month Standstill

In November 2009, the Troubled Company Reporter ran a story
about Dubai World seeking a six-month standstill on its debt
obligations.  The government of Dubai said it would restructure
Dubai World and has appointed Deloitte LLP to lead the
restructuring effort, naming an executive at the consultancy as
the group's "chief restructuring officer."

Bloomberg News' Arif Sharif and Laura Cochrane said Dubai World
has US$59 billion in liabilities.  Bloomberg said Dubai
accumulated US$80 billion of debt by expanding in banking, real
estate and transportation before credit markets seized up last
year.

The Wall Street Journal said Standard & Poor's in an October
report estimated Dubai World could be responsible for as much as
50% of Dubai's total government and corporate debt load of some
US$80 billion to US$90 billion.

                          Large Exposure

As reported by the Troubled Company Reporter-Europe on Dec. 1,
2009, The Wall Street Journal's Chip Cummins, Dana Cimilluca and
Sara Schaefer Munoz, citing a person familiar with the matter,
said that U.K.'s Royal Bank of Scotland Group PLC, HSBC Holdings
PLC, Barclays PLC, Lloyds Banking Group PLC, Standard Chartered
PLC and ING Groep NV of the Netherlands, are among the
international banks that have large exposure in Dubai World.

RBS has lent roughly US$1 billion to Dubai World, another person
said, according to the Journal.  Sources also told the Journal
Barclays's exposure to Dubai World is roughly US$200 million, and
that exposure is effectively hedged.

David Robertson at The (U.K) Times reported Credit Suisse has
estimated that European banks could have EUR40 billion
(GBP36 billion) in loans to Dubai and much of this could be at
risk if the Gulf emirate defaults.

The Journal, citing people familiar with the matter, said the
banks with the greatest exposure to Dubai World are Abu Dhabi
Commercial Bank and Emirate NBD PJSC, people familiar with the
matter said.

Dow Jones Newswires' Margot Patrick related that a report by the
Emirates Banks Association said the top eight foreign banks in the
United Arab Emirates by lending volume -- HSBC, Standard
Chartered, Barclays, HSBC, Royal Bank of Scotland's ABN Amro,
Citigroup Inc., BNP Paribas SA, Lloyds and Credit Agricole SA's
Calyon, -- extended about US$36 billion in loans in 2008
throughout the federation, without breaking down the loans by
emirate or type of borrower.

                        About Dubai World

Dubai World -- http://www.dubaiworld.ae/-- is Dubai's flag bearer
in global investments.  As a holding company it operates a highly
diversified spectrum of industrial segments and plays a major role
in the emirate's rapid economic growth.  Dubai World's investment
spans four strategic growth areas of 21st Century commerce namely,
Transport & Logistics, Drydocks & Maritime, Urban Development and
Investment & Financial Services.  Dubai World's portfolio includes
DP World, one of the largest marine terminal operators in the
world; Drydocks World & Dubai Maritime City designed to turn Dubai
into a major ship-building and maritime hub; Economic Zones World
which operates several free zones around the world including Jafza
and TechnoPark in Dubai; Nakheel the property developer behind
iconic projects such as The Palm Islands and The World among
others; Limitless the international real estate master planner
with current development projects in various parts of the world;
Leisurecorp a global sports and leisure investment group,
reshaping the industry by unlocking value across investment,
development and brand opportunities; Dubai World Africa which
oversees the regional development and portfolio of investments in
the African continent; and Istithmar World, the group's investment
arm that has a global footprint in finance, capital, leisure,
aviation and various other business ventures.

The Sun Never Sets on Dubai World, its Web site says.


E*TRADE FIN'L: Faces Lindsay Lohan Suit Over TV Ad
--------------------------------------------------
The Wall Street Journal's Ashby Jones reports that actress Lindsay
Lohan has sued an arm of E*Trade Financial Corp. alleging the
company misappropriated her name and personality in a recent
television advertisement.

The suit, filed in state court in Mineola, N.Y., on Monday, seeks
$100 million in damages and demands that the company stop airing
the ad, the Journal says.

The Journal describers the 30-second commercial: "a baby boy
chatting online through a Web cam with a baby girl, but in the
voices and vernacular of a flirtatious much-older couple.  After
the boy explains why he failed to call the girl the night before,
the girl asks the boy, accusingly: 'And that milkaholic, Lindsay,
wasn't over?'  That prompts a second baby girl, presumably
'Lindsay,' to jump in the frame on the boy's side.  'Milk-a-what?'
she asks into the camera, her voice loud and shrill."

According to the Journal, the lawsuit alleges that the depiction
of the second girl "disregarded and violated" Ms. Lohan's right
"to the exclusive control of the commercial use of her likeness,
name, characterization and personality."  It also alleges
violations of two sections of New York's civil rights law.

The Journal relates Ms. Lohan's lawyer, Stephanie Ovadia, Esq.,
said that since the filing of the suit, she's heard from many
people willing to help her prove her case.  "They've said that
Lindsay [Lohan] was the first person they thought of when they saw
the commercial," Ms. Ovadia said, according to the Journal.
"People seem very willing to help."

                           About E*TRADE

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.


EAST CAMERON: U.S. Trustee Amends Creditors Committee Composition
-----------------------------------------------------------------
R. Michael Bolen, the U.S. Trustee for Region 5, amended, for the
second time, the members of the official committee of unsecured
creditors in the Chapter 11 cases of East Cameron Partners, LP.

The U.S. Trustee stated that Don Giallanza of Halliburton Energy
Services, Inc. substituted Tony Singer, who is no longer employed
by Halliburton.  Teodoro Alban of Seahawk Drilling, Inc.
substituted Steven Oldham of Pride Offshore, Inc.  The change is a
result of the reincorporation of Pride Offshore, Inc. into Seahawk
Drilling, Inc.

The Creditors Committee now consists of:

1. Halliburton Energy Services, Inc.
   Attn: Donald Giallanza
   10200 Bellaire Blvd., 2SE-26A
   Houston, TX 77072-5299
   Tel: (281) 988-2186

2. Abdon Callais Offshore, L.L.C.
   Attn: Bill Foret
   1300 North Alex Plaisance Blvd.
   P.O. Box 727
   Golden Meadow, LA 70357
   Tel: (800) 632-3411

3. Seahawk Drilling, Inc.
   fka Pride Offshore, Inc.
   Attn: Teodoro Alban
   5 Greenway Plaza, Suite 2700
   Houston, TX 77046
   Tel: (713) 369-7326

4. Candy Fleet Corporation
   Attn: Kenneth I. Nelkin
   P.O. Box 2444
   Morgan City, LA 70381
   Tel: (985) 384-5835
   Fax: (985) 384-2721

5. Energy Cranes, LLC
   Attn: William R. Williams
   6707 Northwinds Drive
   Houston, TX 77041
   Tel: (713) 896-0002
   Fax: (713) 896-5105

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 attempt 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.

Based in Lafayette, Louisiana, East Cameron Partners, LP --
http://www.eastcameronpartners.com/-- is an independent oil and
gas exploration and production company.  The Company filed for
Chapter 11 relief on Oct. 16, 2008 (Bankr. W.D. La. Case No.
08-51207).  Benjamin W. Kadden, Esq., Christopher T. Caplinger,
Esq., and Stewart F. Peck, Esq., at Lugenbuhl, Wheaton, Peck,
Rankin & Hubbard, represent the Debtor as counsel.  Michael H.
Piper, Esq., and William E. Steffes, Esq., at Steffes, Vingiello &
McKenzie, L.L.C., represent the Official Committee of Unsecured
Creditors as counsel.  When the Debtor filed for protection from
its creditors, it listed over $100 million each in assets and
debts.


ELA LLC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: ELA, LLC
        5314 Baltimore Avenue
        Chevy Chase, MD 20815

Bankruptcy Case No.: 10-00213

Chapter 11 Petition Date: March 8, 2010

Court: United States Bankruptcy Court
       United States Bankruptcy Court for the District of Columbia
       (Washington, D.C.)

Debtor's Counsel: Steven H. Greenfeld, Esq.
                  Cohen, Baldinger & Greenfeld LLC
                  7910 Woodmont Avenue, Ste. 1103
                  Bethesda, MD 20814
                  Tel: (301) 881-8300
                  Fax: (301) 881-8350
                  Email: steveng@cohenbaldinger.com

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

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

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

The petition was signed by Bekir Gunes, managing member of the
Company.


EMMIS COMMUNICATIONS: Dimensional Holds 5.49% of Class A Shares
---------------------------------------------------------------
Austin, Texas-based Dimensional Fund Advisors LP disclosed that as
of December 31, 2009, it may be deemed to hold 1,756,575 shares or
roughly 5.49% of the Class A common stock of Emmis Communications
Corporation.

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.


EMMIS COMMUNICATIONS: Amalgamated Holds 9.3% of Class A Shares
--------------------------------------------------------------
Amalgamated Gadget, L.P., disclosed that as of December 31, 2009,
it may be deemed to be the beneficial owner of 3,123,548 shares,
which constitutes 9.3%, of the Class A common stock of Emmis
Communications Corporation.  Amalgamated said the shares held
include 1,627,348 shares of Class A Common Stock obtainable upon
conversion of 667,050 shares of 6.25% Series A Preferred Stock.
The Preferred Stock has a conversion price of $20.495 per share
and a liquidation value of $50.00 per share.

Amalgamated said 1,496,200 of the shares were purchased for and on
behalf of R2 Investments, LDC, pursuant to an Investment
Management Agreement.

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.


EMMIS COMMUNICATIONS: OppenheimerFunds No Longer Holds Shares
-------------------------------------------------------------
New York-based OppenheimerFunds, Inc., disclosed that as of
December 31, 2009, it no longer held shares of Emmis
Communications Corporation's Class A Common Stock.

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.


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

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

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

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

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

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

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

Classified as a single-asset, real estate company, Endeavour
Highrise, L.P., filed for Chapter 11 on May 4, 2009 (Bnakr. S.D.
Tex. Case No. 09-33151).  Matthew Hoffman, Esq., at
Law Offices of Matthew Hoffman, p.c., represents the Debtor in its
restructuring effort.  The petition says assets and debts range
from $10 million to $50 million.


ERICKSON RETIREMENT: Judge Denies Motion for Sec. 1104 Examiner
---------------------------------------------------------------
Several mezzanine lenders have asked the Bankruptcy Court to
appoint an examiner in the Chapter 11 cases of Erickson Retirement
Communities LLC.  The mezzanine lenders say Erickson needs an
examiner for "evaluating the merits of pursuing the proposed
auction" where the first bid will come from Redwood Capital
Investors LLC.  They say the sale and the reorganization plan to
implement the transfer are "perhaps wholly illegal."

Various parties, including Erickson Retirement and senior lenders,
objected.

Judge Stacey Jernigan of the United States Bankruptcy Court for
the Northern District of Texas said in a ruling that she agrees
with PNC Bank, National Association, that certain subordination
agreements are enforceable in the Debtors' Chapter 11 cases
pursuant to Section 510 of the Bankruptcy Code. In light of those
agreements, the Court finds that Strategic Ashby Ponds Lender LLC
and Strategic Concord Landholder, LP, lack standing and have
contractually waived the right to seek an examiner in the Debtors'
Chapter 11 cases.

The Court holds that the Subordination Agreements are governed by
Maryland law, which provides that subordination agreements are
fully enforceable.  The Subordination Agreements involve these
transactions:

* Concord Campus, LP, owed its 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.

* Ashburn Campus, LLC, owed its 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.

Judge Jernigan opines that the Strategic Entities are
sophisticated commercial entities who knowingly waived all legal
and statutory rights that would be in conflict with their
obligation to "stand still" until the Ashburn and Concord Project
Lenders' indebtedness is paid in full.  The Strategic Entities
agreed not to file any actions or pursue any remedies to collect
on their claims or enforce their rights, unless PNC Bank
consents, the Court notes.  Judge Jernigan thus finds that the
Examiner Motion is tantamount to both a pursuit of a remedy and
the commencement of an action that is aimed, ultimately, at
collection of the Strategic Entities' claims.

"The Examiner Motion in the context of the Debtors' Chapter 11
cases at this time is unmistakably aimed at slowing down the
confirmation process and gaining leverage to enhance or create
recoveries for the subordinated creditors," Judge Jernigan
opines.

It is not in the interest of creditors or the Debtors' estates to
appoint an examiner in the Debtors' Chapter 11 cases, the Court
asserts.  There are no allegations of wrongdoing on the part of
the Debtors, Judge Jernigan points out.

In light of the Strategic Entities' desire that an examiner
investigate and report to the Court on appropriate value
allocation among the estates as to the sale proceeds, Judge
Jernigan says she will have to make findings of fact on the
allocation of sale proceeds as part of the Plan
confirmation process in order to preserve the integrity of the
separate estates.  "However, there is no reason, why the
multitude of experts involved in the Debtors' Chapter 11 cases
cannot testify as to value and let the Court decide whether the
Debtor' proposed allocation of value is appropriate.  Bankruptcy
courts do this often, and it is not generally necessary to have
an examiner employed to opine for the court," Judge Jernigan
avers.

For those reasons, Judge Jernigan denies the Examiner Motion.

A full-text copy of an 18-page Examiner Motion Memorandum of
opinion and order dated March 5, 2010, is available for free at:

             http://bankrupt.com/misc/ERC_Mar5Opinion.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: Set for April 13 Plan Confirmation Hearing
---------------------------------------------------------------
Judge Stacey Jernigan of the United States Bankruptcy Court for
the Northern District of Texas approved the Disclosure Statement
accompanying the Fourth Amended Joint Plan of Reorganization of
Erickson Retirement Communities, LLC and its debtor affiliates on
March 8, 2010.

Shortly before Judge Jernigan entered his ruling, the Debtors
filed with the Court their Fourth Amended Plan and Disclosure
Statement, also on March 8, to reflect changes that resolve the
objections asserted against the Disclosure Statement.

                     Fourth Amended Plan

ERC Executive Vice President and General Counsel Gerald Doherty
explains that the Fourth Amended Plan contains is a global
compromise among the Debtors; their lenders and agents; HCP,
Inc., HCP ER2, LP, HCP ER3, LP, and HCP,ER6, LP; MSRESS III
Dallas Campus, L.P., and MSRESS III Denver Campus, LLC; the
Official Committee of Unsecured Creditors; and the U.S. Trustee
for Region 6.  If the Plan, as proposed, is not adopted, then
those parties may not support an alternative plan, he says.

Specifically, the 4th Amended Plan contains these additional
disclosures:

  * The Debtors seek to entitle a $9 million auction fee to ERC
    Investment Holdings, LLC, an entity formed by affiliates of
    Coastwood Senior Housing Partners, LLC, Kohlberg Kravis
    Roberts & Co., and Beecken Petty O'Keefe & Company, LLC, as
    an administrative expense claim.  The Debtors intend to seek
    approval of the Auction Fee at the confirmation hearing on
    the Amended Plan.

  * The allocation of the $365 million purchase price to be paid
    by Redwood-ERC Senior Living Holdings, LLC, for
    substantially all of the Debtors' assets represents a
    holistic deal among the Debtors, the Lenders and their
    Agents.  The Lenders and their Agents previously said they
    will not vote to support a deal that provides for
    allocations that differ from those set forth under the
    Amended Plan.

  * Under the HCP Settlement, the Debtors intend to fund an
    $8.2 million settlement payment, $6 million of which will come
    a transaction implementation pool or TIP and the remaining
    $2.2 million will come from Initial Entrance Deposits and
    Cash available at Warminster Campus, L.P.

  * Pursuant a Second Amended and Restated Master Purchase and
    Sale Agreement among the Debtors, the Debtor Landowners and
    certain Redwood Entities, the Cash Collateral, including
    certificates of deposit securing Erickson Construction LLC's
    and ERC's Letters of Credit, issued by PNC Bank, National
    Association, will be transferred to the Redwood Entities,
    subject to existing liens.

  * PNC Bank's claims on account of Letters of Credit issued to
    Littleton Campus LLC and Warminster Campus LLC will be
    deemed allowed as of the Plan Effective Date.  Moreover, PNC
    Bank will not release its liens on those certificates of
    deposit pledged as collateral for the Littleton Campus,
    Warminster Campus and Erickson Construction LOCs except to
    the extent those LOCs are returned, undrawn, to PNC Bank.
    With respect to Erickson Construction LOC, after the release
    of certificates of deposit, those certificates will be
    deemed purchased assets.

  * Redwood Holdings will provide replacement collateral to
    secure letters of credit issued by PNC Bank to Novi Campus
    in exchange for release of existing collateral.

  * Holders of Claims arising under ERC's Growth Participation
    Plan may not participate as beneficiaries under a
    Liquidating Creditor Trust because pursuant to the Growth
    Participation Plan, payments under the Amended Plan are
    deferred until all outstanding obligations owed to the
    Debtors' lenders are paid in full.

  * Tier A Subclass Trade Claims will include the general
    unsecured claims held by current and former employees of the
    Debtors.

  * Holders of Subordinated Taxable Adjustable Mezzanine Put
    Securities Series or STAMPS may have claims, including
    rights of recission under applicable securities laws, which
    may be released under the Plan.  Holders of STAMPS are
    advised to consult counsel if they desire analysis of those
    claims.

  * The Debtors previously filed a motion, seeking authority to
    pay prepetition employee severance benefits.  The payments,
    which would have been made under the Severance Motion, will
    be made under the Amended Plan.  The Debtors say they are
    investigating whether other or further relief may be
    available.

  * To the extent any party holds valid consent rights with
    regards to New Management Agreements contemplated under the
    4th Amended Plan, those rights will continue to be
    enforceable.

                    Modified Claims Treatment

The 4th Amended Plan modifies the class name, treatment and
recovery of certain claims:

  * The recovery for ERC Class 3 Corporate Revolver Claims and
    Interest Rate Swap Claims are each reduced from 50.6% to
    49.4%.

  * The treatment of Erickson Construction Class 3 Mechanic's
    Lien Claims is changed to impaired, such Class Claim is
    deemed to reject the Amended Plan.  Moreover, the recovery
    for Erickson Construction Class 3 Mechanic's Lien Claims is
    amended from 100% to 0% under the Amended Plan.

  * A Class 6 Letters of Credit Claims is added to Erickson
    Construction's classes of claims, having an unimpaired
    status, and is deemed to accept the Amended Plan.  Erickson
    Construction Class 6 Claims is expected to have a 100%
    recovery.

  * Erickson Construction Class 7 is designated as General
    Unsecured Claims and Erickson Construction Class 8 is
    designated as Interests in Erickson Construction.

  * Holders of Ashburn Campus and Concord Campus Junior Loan
    Claims may receive a participation interest in the
    recoveries of the Liquidating Creditor Trust.

  * Holders of Columbus Campus LLC Class 5 Construction Loan
    Claims will retain their deficiency claims and participate
    in the Liquidating Creditor Trust.

  * To the extent Allowed Mechanic's Lien Claims are not paid
    in full, the unpaid portions of the Allowed Mechanic's Lien
    Claims will be treated as General Unsecured Claims and
    receive a Tier A Trade Class interest in the Liquidating
    Creditor Trust and receive distributions of a Trade Dividend
    under the Amended Plan.

  * Holders of Dallas Campus Class 4 Construction Loan Claims
    will receive 84.4% of the gross recovery realized from any
    Section 505 of the Bankruptcy Code action brought against
    the ad valorem taxing authorities with respect to Dallas
    Campus' real property, and will be paid from those proceeds
    either (i) directly from the ad valorem taxing authorities
    or (ii) from the Debtor or its successor.  All amounts
    received by Bank of America, National Association, will be
    distributed by BofA, to the holders in accordance with
    Dallas Campus' Construction Loan documents and the Lender
    Allocation.  BofA will release its lien against the assets
    of Dallas Campus upon receipt of the required payment.

  * Holders of Dallas Campus Class 5 Texas A&M Note Claim will
    receive (i) Cash for $3,440,000 on the Plan Effective Date,
    and (ii) 15.6% of the gross recovery realized from any
    Section 505 action brought against the ad valorem taxing
    authorities with respect to the Dallas Campus Real Property.

  * In the event a holder of Littleton Campus Class 2 Secured
    Tax Claim opts to either receive proceeds of the sale of the
    collateral securing its Secured Tax Claim or leave unaltered
    the rights to which it is entitled, that holder will receive
    interest on that Claim at a statutory rate of 12% per annum.

The 4th Amended Plan also appends an estimate of the amount of
Administrative Expense Claims and a summary of the allocation of
the administrative expense costs among the specific Debtor
estates, a full-text copy of which is available for free at:

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

The 4th Amended Plan incorporates a list of current officers and
directors of the Debtors to be employed by Redwood Holdings on
the Effective Date through the 90-day anniversary of it, other
than John Erickson and members of the Erickson family.  A list of
the Redwood Retained Employees is available for free at:

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

Full-text copies of the Erickson Retirement Fourth Amended Plan
and Disclosure Statement dated March 8, 2010 are available for
free at:

            http://bankrupt.com/misc/ERC_4thAmPlan.pdf
             http://bankrupt.com/misc/ERC_4thAmDS.pdf

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

       http://bankrupt.com/misc/ERC_4thAmDS_blacklined.pdf
      http://bankrupt.com/misc/ERC_4thAmPlan_blacklined.pdf

              Adequacy of the Disclosure Statement

Upon review, Judge Jernigan ruled that the Disclosure Statement
contains "adequate information" within the meaning of Section
1125 of the Bankruptcy Code.

Any objections to the adequacy of the information contained in
the Disclosure Statement not otherwise consensually resolved are
overruled, Judge Jernigan said.

A full-text copy of the Disclosure Statement Order is available
for free at http://bankrupt.com/misc/ERC_Mar8DSOrder.pdf

                   Solicitation Schedule

Judge Jernigan also authorized the solicitation of votes for the
Amended Plan in accordance with approved plan solicitation
procedures and schedule.

Judge Jernigan fixed March 5, 2010, as the record date for the
purposes of determining the creditors and equity interest holders
entitled to a receive a solicitation package or a non-voting
status notice and to vote on the Amended Plan.

Judge Jernigan directed BMC Group, Inc., the Debtors' voting
agent, to mail or caused to be mailed to Holders of Claims
entitled to vote on the Amended Plan no later than March 15, 2010,
a solicitation package.

All Ballots must be properly executed, completed and delivered to
BMC Group at these addresses:

  ERC Ballot Processsing
  c/o BMC Group, Inc.
  P.O. Box 3020
  Chanhassen, Minnesota 55317-3020

  ERC Ballot Processing
  c/o BMC Group, Inc.
  18750 Lake Drive East
  Chanhassen, Minnesota 55317

Ballots for the Plan must be received no later than April 8,
2010, at 4:00 p.m. for general creditors entitled to vote on the
Plan, and no later than April 13, 2010, at 4:00 p.m. for STAMP
Holders or at a date set by the Court.

The Court also approved the procedures for establishing cure
amounts for contracts to be assumed under the Amended Plan.

Judge Jernigan will convene a hearing to consider confirmation of
the Amended Plan on April 15, 2010.

Objections to confirmation of the Amended Plan are due April 9,
2010.  Any party supporting the Amended Plan may file a reply to
any objection to confirmation of the Amended Plan no later than
April 13.

                      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: WestSide Wants Lift Stay to Foreclose on Lien
------------------------------------------------------------------
Westside Mechanical Group, Inc., and Debtor Erickson
Construction, LLC, as general contractor of the "Sedgebrook
Construction Projects", entered into contracts, whereby Westside
agreed to perform certain "heat, ventilation and air conditioning
systems" work and other material work on the Construction
Projects.

The Construction Projects are known as the Sedgebrook Renaissance
Gardens, the Sedgebrook Residential Building 1.4, and the
Sedgebrook Residential Building 1.5.  The Projects are owned by
non-debtor Lincolnshire Campus LLC, and are located at 800
Audobon Way, and other addresses, in Lincolnshire, Illinois.

Westside asserts that the Debtor failed and refused to pay it
$551,569 for full performance under the Contracts.

In accordance with Illinois law, Westside timely served a notice
of lien and recorded its Subcontractor's Claim for Mechanics Lien
with the Recorder of Deeds of Lake County, Illinois, in August
2009.  Westside subsequently filed a lawsuit against the Debtor
and Lincolnshire Campus, seeking foreclosure of its lien before
the Circuit Court of the Nineteenth Judicial Circuit, Lake
County, Illinois.

In this light, Westside asks the United States Bankruptcy Court
for the Northern District of Texas to allow it to continue to
prosecute the Illinois Lawsuit so that it may ultimately
foreclose its lien against Lincolnshire Campus.

Joseph A. Friedman, Esq., at Kane Russell Coleman & Logan PC, in
Dallas, Texas, insists that there is a need for Westside to
prosecute and liquidate its claim against the Debtor in the
Illinois Lawsuit in order for Westside to foreclose on its
mechanics lien against Lincolnshire Campus.  Unless the automatic
stay is lifted, Westside will suffer extreme prejudice as it will
effectively be prevented from pursuing the foreclosure of its
mechanics lien against Lincolnshire Campus, he argues.

On the contrary, the Debtor and its estate will suffer no
prejudice if the automatic stay is lifted, Mr. Friedman contends.

He further assures the Bankruptcy Court that Westside is not
seeking a modification of the automatic stay to execute on or
enforce any judgment against the Debtor or to foreclose on any
property of the Debtor.

                      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)


EVERYDAY LOGISTICS: Files Schedules of Assets & Liabilities
-----------------------------------------------------------
Everyday Logistics 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                     $7,000,000

B. Personal Property                    $30,000

C. Property Claimed as
   Exempt

D. Creditors Holding
   Secured Claims                                    $25,633,500

E. Creditors Holding
   Unsecured Priority
   Claims                                                     $0

F. Creditors Holding
   Unsecured Non-priority
   Claims                                               $769,349
                                     -----------     -----------
TOTAL                                 $7,030,000     $26,402,849

Monsey, New York-based Everyday Logistics LLC filed for Chapter 11
bankruptcy protection on January 7, 2010 (Bankr. S.D.N.Y. Case No.
10-22026).  Mark A. Frankel, Esq., at Backenroth Frankel &
Krinsky, 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.


F&M CONSTRUCTION: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: F&M Construction, LLC
        104 Blake Place
        Bridgeport, WV 26330

Bankruptcy Case No.: 10-00454

Chapter 11 Petition Date: March 8, 2010

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

Judge: BK Patrick M. Flatley

Debtor's Counsel: Thomas H. Fluharty, Esq.
                  408 Lee Avenue
                  Clarksburg, WV 26301
                  Tel: (304) 624-7832
                  Fax: (304) 622-7649
                  Email: THFDEBTATTY@wvdsl.net

Estimated Assets: Not Stated

Estimated Debts: Not Stated

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

The petition was signed by Ken Massie.


FAIRVUE CLUB: Wants Until June 30 to Propose a Chapter 11 Plan
--------------------------------------------------------------
Fairvue Club Properties, LLC, asks the U.S. Bankruptcy Court for
the Middle District of Tennessee to extend its exclusive period to
propose a plan until June 30, 2010.

Absent the extension, the Debtor's exclusive period will expire on
March 30.  The Debtor relates that it needs additional time to
generate revenues in order to reorganize.

A hearing on the requested exclusivity extension is scheduled for
March 23, 2010, at 9:00 a.m. at Courtroom 2, Second Floor, Customs
house, 701 Broadway, Nashville, Tennessee.

Gallatin, Tennessee-based Fairvue Club Properties, LLC, filed for
Chapter 11 bankruptcy protection on December 1, 2009 (Bankr. M.D.
Tenn. Case No. 09-13807).  William L. Norton, III, Esq., at
Bradley Arant Boult Cummings LLP assists the Company in its
restructuring effort.  The Company listed $10,000,001 to
$50,000,000 in assets and $10,000,001 to $50,000,000 in
liabilities.


FEC LAFAYETTE: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: FEC Lafayette, LLC
        1811 Bering, Suite 400
        Houston, TX 77075

Bankruptcy Case No.: 10-50287

Chapter 11 Petition Date: March 8, 2010

Court: United States Bankruptcy Court
       Western District of Louisiana (Lafayette/Opelousas)

Debtor's Counsel: Douglas S. Draper, Esq.
                  650 Poydras St #2500
                  New Orleans, LA 70130
                  Tel: (504) 299-3300
                  Fax: (504) 299-3399
                  Email: ddraper@hellerdraper.com

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

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

A list of the Company's 15 largest unsecured creditors is
available for free at:

            http://bankrupt.com/misc/lawb10-50287.pdf

The petition was signed by Lloyd R. French III, manager of the
company.

Debtor-affiliates that filed separate Chapter 11 petitions:

                                                    Petition
  Debtor                               Case No.      Date
  ------                               --------      ----
FEC OKC MacArthur, LLC                 10-50288      3/8/10
  Assets: $1 million to $10 million
  Debts:  $1 million to $10 million
FEC Sugarland, LP                      10-50289      3/8/10
FEC Pasadena, LP                       10-50290      3/8/10
FEC Euless, LP                         10-50291      3/8/10
FEC El Paso, LP                        10-50292      3/8/10


FIRST AMERICAN: Moody's Assigns 'Ba2' Rating on $500 Mil. Loan
--------------------------------------------------------------
Moody's Investors Service has assigned a (P)Ba2 rating to The
First American Corporation's Information Solutions Company's
proposed $500 million revolving credit facility.  This follows
Moody's press release of March 4, 2010, when Moody's assigned ISC
first-time (P)Ba2 corporate family and probability of default
ratings, along with a (P)Ba2 rating for its proposed $350 Senior
Secured Term Loan.  The company's stable outlook remains
unchanged.

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, of which
approximately $100 million is expected to be drawn at closing.
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) for at
least the next twelve months.

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:

* $500 Million Senior Secured Revolving Credit Facility due 2012 -
  -- (P)Ba2 (LGD-3, 42%)

The last rating action on First American Information Solutions
Company took place on March 4, 2010, when Moody's assigned a
first-time corporate family rating, probability of default rating
and proposed $350 Senior Secured Term Loan rating of (P)Ba2.

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.


FIRST MAGNUS: Court Dismisses Fraud & Racketeering Allegations
--------------------------------------------------------------
The Hon. James M. Marlar of the U.S. Bankruptcy Court of Tucson
dismissed fraud and racketeering allegations against former First
Magnus executives Karl Young, Thomas Sullivan Sr., Thomas Sullivan
Jr. and Gurpreet Jaggi sought by a trustee on behalf of the
company's creditor, according to Dale Quinn at Arizona Daily Star.

According to the report, not all of the claims against the Company
were dismissed.  The complaint still alleges that some of the
defendants hindered or delayed payment of funds in ways that
worked to their financial gain.

                        About First Magnus

Based in Tucson, Arizona, First Magnus Financial Corporation --
http://www.firstmagnus.com/-- purchases and sells prime and
Alt-A mortgage loans secured by one-to-four unit residences.

The company filed for chapter 11 protection on Aug. 21, 2007
(Bankr. D. Ariz. Case No. 07-01578).  John R. Clemency, Esq., at
Greenberg Traurig LLP serves as the counsel for the Debtor.  The
Official Committee of Unsecured Creditors has selected the firm
Warner Stevens LLP as its counsel.  When the Debtor filed for
bankruptcy, it listed total assets of $942,109,860 and total debts
of $812,533,046.  As of Dec. 31, 2007, the Debtor had total assets
of $178,737,936 and total liabilities of $142,241,111.  The
Debtor's chapter 11 liquidation plan was approved in February
2008.


FLINTKOTE CO: Aviva Can't Dodge Covering Flintkote Asbestos Suits
-----------------------------------------------------------------
Law360 reports that a federal judge has denied Aviva Insurance Co.
of Canada's request to reconsider an order declaring The Flintkote
Co. a named insured under a policy issued to two of the company's
Canadian subsidiaries in its suit to recover for asbestos-related
personal injury cases.

Headquartered in San Francisco, California, The Flintkote Company
is engaged in the business of manufacturing, processing and
distributing building materials.  Flintkote Mines Limited is a
subsidiary of Flintkote Company and is engaged in the mining of
base-precious metals.  The Flintkote Company filed for Chapter 11
protection on April 30, 2004 (Bankr. D. Del. Case No. 04-11300).
Flintkote Mines Limited filed for Chapter 11 relief of August 25,
2004 (Bankr. D. Del. Case No. 04-12440).  James E. O'Neill, Esq.,
Kathleen P. Makowswki, Esq., Laura Davis Jones, Esq., Sandra G.M,
Selzer, Esq., and Scotta Edelen McFarland, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtors in their
restructuring efforts.  Kathleen Campbell Davis, Esq., and Mark T.
Hurford, Esq., at Campbell & Levine, LLC, represent the official
committee of unsecured creditors as counsel.

When Flintkote Company filed for protection from its creditors, it
listed more than $100 million each in assets and debts.  When
Flintkote Mines Limited filed for protection from its creditors,
it listed assets of $1 million to $50 million, and debts of more
than $100 million.


FREEDOM COMMUNICATIONS: Court Approves Reorganization Plan
----------------------------------------------------------
Freedom Communications disclosed that the U.S. Bankruptcy Court
has confirmed its Plan of Reorganization.  The Company is working
to clear the remaining Plan items with a target to emerge from
Chapter 11 by the end of March.

The Plan, which was supported by the Steering Committee of the
Company's secured lenders and the Official Committee of Unsecured
Creditors, and approved by an overwhelming majority of its voting
creditors, eliminates approximately $450 million of debt from
Freedom's balance sheet, giving the Company the flexibility and
financial strength it needs to best serve all of its stakeholders.

Upon emergence from Chapter 11, the Company will receive a
$25 million revolving credit facility from General Electric
Capital Corporation, as agent.  This facility will ensure that the
Company has adequate back-up liquidity upon emergence to meet its
working capital needs.

"Navigating through Chapter 11 as rapidly as we have is a
remarkable achievement, testifying to the hard work of all
involved," said Chief Executive Officer Burl Osborne.  "We have
worked closely with our major constituents to implement a plan
that treats our stakeholders fairly while deleveraging the Company
and positioning it for future success and meeting the challenges
of the new media environment."

In a separate but related action, the Court also approved the
Company's sale of its Phoenix-area operations to 1013
Communications, LLC, an affiliate of Thirteenth Street Media.  The
sale is expected to close by the end of March, subject to
satisfaction of the closing conditions.

                   About Freedom Communications

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

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

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


GATEHOUSE MEDIA: Incurs $530.6 Million Net Loss for 2009
--------------------------------------------------------
GateHouse Media Inc. released its full-year 2009 results,
reporting a net loss of $530.6 million for the year ended Dec. 31,
2009, from a net loss of $673.3 million in 2008.

The Company's balance sheet at Dec. 31, 2009, showed
$591.2 million in assets and $1.3 billion in liabilities,
resulting to a $753.0 million stockholders' deficit.

                    Fourth Quarter 2009

Total reported revenues were $150.2 million for the fourth
quarter, a decline of 10.3% over the prior year.  The decline in
same-store revenue was driven primarily by print local and
classified advertising categories, which were down 10.2% and
16.6%, respectively. Circulation revenues declined 3.6% for the
quarter on a same-store basis.  Commercial printing and other
revenues declined 23.1% in the quarter on a same-store basis.

Reported operating costs and SG&A expense were $121.5 million, a
decline of $17.1 million or 12.3% from the prior year.  Same-store
operating costs and SG&A expense declined by 11.7% in the quarter,
led primarily by declines in compensation and newsprint.  The
decrease in compensation expense reflects permanent cost reduction
initiatives.  In addition, declines in newsprint pricing and
consumption contributed to a 39.0% reduction in newsprint expense.
Although newsprint prices have begun to increase, the Company
anticipates it will continue to benefit from year over year price
declines during the first quarter of 2010.

Reported operating income for the quarter was $16.1 million,
an increase of 50.8% over the prior year quarter, excluding
impairment charges.  As Adjusted EBITDA for the quarter was
$29.3 million, a decline of $1.6 million or 5.3% on a same-store
basis from the prior year.  The minor decline in As Adjusted
EBITDA was primarily due to the decline in revenue which was
offset by expense reduction initiatives.

Levered Free Cash Flow for the quarter was $13.7 million compared
with $9.4 million for the prior year, a 46.8% increase.

Non-cash compensation expense for Restricted Stock Grants in the
fourth quarter was $0.7 million.

One-time costs incurred and other non-cash expenses in the quarter
were $1.6 million, and related primarily to reorganization and
expense control initiatives introduced to realize permanent
expense savings.

Commenting on GateHouse Media's results, Michael E. Reed,
GateHouse Media's Chief Executive Officer, said, "As the economy
began to stabilize throughout the year, we experienced continued
improvement in our year over year revenue trends.  Our fourth
quarter same-store revenue declines were 10.5% compared to 14.9%
in the third quarter.  This trend has continued into our first
quarter.

"We continue to focus on permanent cost reduction initiatives.
These programs were a significant contributor to a 10.7% expense
decline in 2009, driven by an 11.0% decline in compensation
expense.  We are in the process of implementing additional cost
saving initiatives in order to better align our overall cost
structure with current revenue trends.

"The improvement in revenue trends and our cost saving
initiatives, combined with controlled capital spending, have
resulted in improved cash flow and liquidity.  Our Levered Free
Cash Flow per share increased from $0.19 in the third quarter to
$0.24 in the fourth quarter, and represented a fifty percent
increase from fourth quarter 2008.  We have significantly improved
our working capital position over the course of 2009, which
positions us well going into 2010."

                          Full Year 2009

Total reported revenues were $585.0 million for the full year
2009, a decrease of 13.8% over the prior year.  As Adjusted
Revenues for the full year 2009 were $582.4 million, a decline of
14.2% on a same-store basis from the prior year.  The decline in
same-store revenue was driven primarily by the local advertising
and print classified categories, which were down 12.1% and 29.5%,
respectively, on a year over year basis.  Circulation revenues
decreased 2.8% on a same-store basis benefiting from price
increases as volumes declined slightly.  Commercial printing and
other revenues were down 19.6% for the year on a same-store basis.

Full year 2009 reported operating costs and SG&A expense declined
$68.0 million or 12.0% compared to the prior year.  Same-store
operating costs and SG&A expenses declined by 10.7%, driven by an
11.0% decline in compensation expense. Expense declines in 2009
reflect permanent cost reduction initiatives implemented primarily
in the first half of the year.  In addition, declines in newsprint
pricing and consumption resulted in a 23.4% reduction in newsprint
expense.

Reported operating loss for the full year 2009 was $454.5 million.
Excluding the impairment charge associated with goodwill,
mastheads and other long-lived assets recorded in the second
quarter, operating income in 2009 was $26.9 million, compared to
$32.9 million in 2008.  As Adjusted EBITDA for the year was
$91.0 million, a decrease of $37.5 million or 29.2% on a same-
store basis, primarily due to the loss of revenue partially offset
by expense reduction initiatives.

Levered Free Cash Flow for the full year 2009 was $20.1 million
compared to $33.8 million in 2008.

Non-cash compensation expense for Restricted Stock Grants was
$3.4 million for the year.

One-time costs incurred and other non-cash expenses in 2009 were
$6.0 million, and related primarily to reorganization and expense
control initiatives to realize permanent expense savings.

A full-text copy of the Company's announcement on its 2009 results
is available for free at http://ResearchArchives.com/t/s?57c7

                       About GateHouse Media

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: Releases Operating Results for 2009
---------------------------------------------------
General Growth Properties, Inc., announced its operating
results for the three and 12 months ending December 31, 2009.

"The operating results we reported today demonstrate we are
successfully executing our business strategy to create long-term
value for our stakeholders," said Adam Metz, chief executive
officer of General Growth Properties, on March 1.  "Our
operational focus continues to be providing the best consumer
experience in our malls by investing in a high-quality physical
environment and supporting the sales of our tenants.  We are very
pleased with the success of our merchandising strategy which has
enabled the Company to complete significant transactions in 2009
with many of the world's leading retailers. We have maintained our
high occupancy rate in part due to renewal activity and exciting
openings like the Macy's at Visalia Mall and Nordstrom at Fashion
Place and Kenwood Towne Centre.

"At the same time, we have made prudent financial decisions to
respond to challenging market conditions, including reducing
corporate overhead spending by over $48 million in 2009 and
renegotiating vendor contracts, further reducing our operating
costs.  We have reinvested much of those savings to enhance the
desirability of our properties to our retailers and our customers.
Investment in our properties is critical to our ability to
continue building long-term value in our Company.  The modest
decrease in comparable retail NOI for 2009 (4.4%) is consistent
with our expectations, given current market conditions and the
temporary impact of our restructuring and Chapter 11 proceedings.
We are encouraged by the trends we saw in the second half of 2009,
as occupancy rates and retail sales per square foot stabilized and
retail sales trends began to recover.  The steps we are taking now
are building a stronger financial and operational foundation for
GGP's future," Mr. Metz continued.

A schedule showing adjustments and non-comparable income and
expense items and their impact on 2009 and 2008 operating results
is provided with this release.  Readers of this release should
also note, as with GGP's previous quarterly operational
announcements for 2009, the 2008 fourth quarter and annual results
have been restated from the amounts originally reported for such
periods to reflect the adoption of two accounting pronouncements
as of January 1, 2009 that required retrospective application.
Concurrent with this release, the Company has also made available
on its website its quarterly package of supplemental financial
information that provides additional detail on its operational
results.

                    Operational Highlights

GGP is focused on strengthening its assets and operational
performance in order to maximize value over the long term.  GGP
invests in its properties to enhance their positions in the market
and their appeal to shoppers and tenants and is committed to
nurturing strong and long-lasting relationships with its retail
partners.

    Among the operational highlights of 2009 are:

    * Towson Town Center (Baltimore, MD) -- Towson Town Center
      remains Baltimore's premiere retail destination.
      Following a remodel and 110,000 square foot expansion in
      2009, the property opened Louis Vuitton, Crate & Barrel
      and Burberry stores and will be opening a Tiffany's in
      2010.

    * Natick Collection (Natick, MA) -- GGP built on Natick
      Collection's unique upscale presence in the market by
      opening a "streetscape" addition and adding new dining
      options including Cheesecake Factory and California Pizza
      Kitchen.  In addition, the property has attracted
      exclusive retailers such as a 33,000 square foot Crate &
      Barrel and New England's only American Girl store.

    * Christiana Mall (Newark, DE) -- GGP embarked on a large-
      scale renovation of this property, which historically
      generated one of the highest sales-per-square-foot in the
      nation.  An interior renovation completed in 2009
      attracted a significant number of new leases, including
      such retailers as H&M, Sephora, Urban Outfitters, Barnes &
      Noble, Forever 21 and Anthropologie.  Over the next two
      years, the property will also finish leasing a new 700-
      seat food court and add a new Target store and a 122,000
      -square-foot Nordstrom.

                 Reductions in Recoverable Costs

For the full year 2009, the Company achieved an 8.8% reduction in
certain common area recoverable operating costs without reducing
service levels by strategically containing costs and proactively
managing contracted services.  Savings from these cost reductions
allowed the Company to increase its investment in property
preservation and upkeep by approximately 5.9%, as illustrated in
the table below, consistent with the Company's strategy of
managing the business with a long-term outlook.

                      Strategic Initiatives

                     Financial Restructuring

In April 2009, GGP and certain of its subsidiaries filed for
relief under Chapter 11 of the Bankruptcy Code.  The Chapter 11
case created the protection necessary for GGP to execute a
restructuring to extend mortgage maturities and reduce corporate
debt.  GGP has pursued a deliberate two-stage strategy to
establish a sustainable, long-term capital structure for the
Company.  The first step was to restructure its property-level
secured mortgage debt.  The Company believes it has achieved
substantial progress with respect to the first phase of its
restructuring strategy.  As of March 1, 2010, it has restructured
$10.65 billion of secured mortgage debt, and the GGP subsidiaries
associated with such debt have emerged from bankruptcy.  The
restructuring of the additional $1.7 billion of secured mortgage
debt for which we have filed consensual plans is expected to be
completed and the related entities are expected to emerge from
bankruptcy in the first quarter of 2010.  GGP is continuing to
pursue consensual restructurings for the remaining approximately
$2.5 billion of secured mortgage debt and is prepared to pursue
non-consensual resolution if necessary.

The Company is now in the midst of the second phase: deleveraging
its corporate capital structure and resolving its $6.5 billion of
unsecured corporate debt. GGP has commenced a process to explore
all potential alternatives for emergence from bankruptcy.  As part
of that process, GGP has announced an agreement in principle with
Brookfield Asset Management Inc.  ("Brookfield"), one of the
world's largest real estate investors and asset managers, to
invest $2.625 billion pursuant to a proposed recapitalization of
GGP at a plan value of $15.00 per share with full recovery at par
plus accrued interest to unsecured creditors.  The proposed equity
commitment from Brookfield is not subject to due diligence or any
financing condition and is expected to create a floor value for
the purpose of raising additional equity for the Company.

The process to seek emergence alternatives is designed to maximize
value for all GGP stakeholders.  The Brookfield equity commitment,
if consummated, would enable a restructured GGP to emerge from
bankruptcy with a diverse portfolio of high-quality income-
producing assets, strong cash flow and a solid balance sheet
capitalized principally with long-term non-recourse debt.

The agreement in principle with Brookfield is subject to
definitive documentation, approval of the Bankruptcy Court and
higher and better offers pursuant to a bidding process that GGP
will request the Bankruptcy Court to approve.

                       Operational Restructuring

Along with the financial restructuring, GGP's management has
initiated a significant operational restructuring to ensure the
Company will be well-positioned to succeed following its emergence
from bankruptcy.  In 2009, the Company launched a corporate
reengineering program, commenced a strategic planning process and
executed an aggressive marketing strategy.  These steps will
ensure the Company remains focused on operational excellence and
has an enhanced organizational structure to match the enhanced
capital structure expected following emergence from bankruptcy.

Corporate Reengineering Program -- GGP's corporate reengineering
program created significant overhead cost savings in 2009 and is
expected to generate additional material reductions in corporate
overhead in 2010 and beyond. The program increases efficiency and
allows individual properties to more quickly respond to and take
advantage of evolving local market conditions.

Strategic Planning -- GGP's Strategic Planning process ensures
each center is well-positioned in its respective market by
identifying specific key issues and developing customized
strategic and tactical plans that encompass leasing, development,
operations, marketing, and alternative revenue.

Marketing Strategies -- Also in 2009, GGP implemented a
reengineered marketing structure designed to meet the current and
future needs of our Company, consumers and retailers.  GGP
unveiled the industry's most advanced integrated marketing
program, combining traditional marketing with an aggressive online
strategy including social and online media.  This has created
substantial efficiencies, further solidifying GGP's position as
the industry leader in consumer engagement.

                        Segment Results

Retail and Other Segment

NOI in this segment decreased to $606.9 million for the fourth
quarter of 2009 from the $701.8 million reported for the
fourth quarter of 2008 and was impacted by several one-time
nonrecurring items.  One-time items include $24.9 million of
additional costs or reduced revenue related to bankruptcy-related
claims and $15.5 million in additional property upkeep costs.
These one-time items were partially offset by reductions in
certain other common area recoverable costs.  In addition, 2008
fourth quarter NOI included an insurance settlement of
$11.9 million related to business interruption caused by hurricane
Katrina in 2007.  Excluding these items and other non-comparable
items, NOI for 2009 declined 4.4% from 2008.  GGP believes that
NOI was further impacted by reduced leasing activity as a result
of the Company's bankruptcy.

Revenues from consolidated properties, excluding the hurricane
Katrina settlement, declined $59.8 million, or approximately 7.5%,
for the fourth quarter of 2009 to $768.8 million, primarily due to
declines in tenant recoveries, overage rents and minimum rents,
the latter as a result of declines in specialty leasing.

Revenues from unconsolidated properties at the Company's ownership
share were $161.9 million for the fourth quarter 2009, roughly
flat from $162.2 million in the fourth quarter of 2008, reflecting
continued solid performance and as a result of their isolation
from the effects of GGP's bankruptcy filing.

Comparable tenant sales, on a trailing 12 month basis, decreased
7.4% compared to the same period last year.  Tenant sales per
square foot, on a trailing 12 month basis, decreased 7.2% compared
to the same period last year.

Retail Center occupancy decreased to 91.6% at December 31, 2009
from 92.5% at December 31, 2008.  Occupancy rates stabilized in
the last four months of 2009, rising from 91.3% at the end of the
third quarter to 91.6% at the end of the fourth quarter.


               Master Planned Communities Segment

GGP's premier master planned community segment includes The
Woodlands and Bridgeland, both in the Houston metropolitan area,
Summerlin in Las Vegas and Columbia and Emerson in Maryland.  On
February 1, 2010, following a five-year coordinated community
effort, local government authorities approved the Company's 30-
year master plan for the town center at its Columbia, MD, master
planned community, clearing a path to 13 million square feet of
retail, commercial, residential, hotel and cultural development.

Land sale revenues for the fourth quarter of 2009 were
$7.2 million for consolidated properties and $11.7 million for
unconsolidated properties, compared to $35.5 million and
$18.1 million, respectively, for the fourth quarter of 2008.
Decreases in land sale revenues reflect continued weak overall
demand for individual lots.  GGP believes conditions in this
market are improving and expects 2010 sales to improve.

NOI from the Master Planned Communities segment for the fourth
quarter of 2009 was a loss of $1.6 million for consolidated
properties and a positive $0.1 million for unconsolidated
properties, compared to $5.7 million and $7.9 million,
respectively, in the fourth quarter of 2008.  Individual lot sales
in 2009 were below 2008 levels and, together with 2009 bulk sales,
did not exceed selling and community-specific general and
administrative costs, which are largely fixed.

GGP also filed with the Securities and Exchange Commission on
March 1, 2010, a Annual Report on Form 10-K for the year ended
December 31, 2010.  GGP subsequently amended its Annual Report to
correct a formatting error in a Report of Independent Registered
Public Accounting Firm of Deloitte & Touch, which included in the
Annual Report.

                 General Growth Properties, Inc.
                     Consolidated Balance Sheets
                 Twelve Months Ended December 31, 2009


Assets:
Investment in real estate:
Land                                           $3,327,447,000
Buildings and equipment                        22,851,511,000
Less accumulated depreciation                  (4,494,297,000)
Developments in progress                          417,969,000
                                              ----------------
Net property and equipment                     22,102,630,000
Investment in and loans to/from
Unconsolidated Real Estate Affiliates           1,979,313,000
Investment property and property held for
development and sale                            1,753,175,000
                                              ----------------
  Net investment and real estate                25,835,118,000
Cash and cash equivalents                          654,396,000
Accounts and notes receivable, net                 404,041,000
Goodwill                                           199,664,000
Deferred expenses, net                             301,808,000
Prepaid expenses and other assets                  754,747,000
                                              ----------------
   Total assets                                $28,149,774,000
                                              ================

Liabilities and equity:
Liabilities not subject to compromise
Mortgages, notes and loans payable             $7,300,772,000
Investment in and loans to/from Unconsolidated
Real Estate Affiliates                             38,289,000
Deferred tax liabilities                          866,400,000
Accounts payable and accrued expenses           1,122,888,000
                                              ----------------
Liabilities not subject to compromise           9,328,349,000
Liabilities subject to compromise               17,767,253,000
                                              ----------------
  Total liabilities                             27,095,602,000

Equity:
Common stock                                        3,138,000
Additional paid-in capital                      3,729,453,000
Retained earnings (accumulated deficit)        (2,832,627,000)
Accumulated other comprehensive loss                 (249,000)
Less common stock in treasury                     (76,752,000)
                                              ----------------
  Total stockholders' equity                       822,963,000
Noncontrolling interests in consolidated real
estate affiliates                                  24,376,000
                                              ----------------
Total equity                                      847,339,000
                                              ----------------
Total liabilities and equity                   $28,149,774,000
                                              ================

                   General Growth Properties, Inc.
                 Consolidated Statements of Income
                Three Months Ended December 31, 2009

Revenues:
Minimum rents                                    $504,759,000
Tenant recoveries                                 208,845,000
Overage rents                                      26,092,000
Land sales                                          7,153,000
Management and other fees                          15,651,000
Other                                              31,620,000
                                              ----------------
Total revenues                                    794,120,000
                                              ----------------
Expenses:
Real estate taxes                                  70,452,000
Repairs and maintenance                            70,714,000
Marketing                                          12,523,000
Other property operating costs                    106,125,000
Land sales operations                               8,761,000
Provision for doubtful accounts                     5,226,000
Property management and other costs                46,391,000
General and administrative                          6,171,000
Strategic initiatives                                       -
Provisions for impairment                         749,390,000
Litigation benefit                                          -
Depreciation and amortization                     179,059,000
                                              ----------------
Total expenses                                  1,254,812,000
                                              ----------------
Operating (loss) income                           (460,692,000)

Interest income                                      1,567,000
Interest expense                                  (328,086,000)
                                              ----------------
Loss before income taxes, noncontrolling
interests and equity in income of
Unconsolidated Real Estate Affiliates            (787,211,000)
Benefit from (provision for) income taxes            4,408,000
Equity in (loss) income of Unconsolidated Real
Estate Affiliates                                 (34,583,000)
Reorganization items                               193,705,000
                                              ----------------
Loss from continuing operations                   (623,681,000)
(Loss) Gain from discontinued operations              (939,000)
                                              ----------------
Net (loss) income                                 (624,620,000)
Allocation to noncontrolling interests              12,261,000
                                              ----------------
Net (loss) income attributable to controlling
interests                                       ($612,359,000)
                                              ================

                  General Growth Properties, Inc.
                 Consolidated Statements of Income
               Twelve Months Ended December 31, 2009

Revenues:
Minimum rents                                  $1,992,046,000
Tenant recoveries                                 883,595,000
Overage rents                                      52,306,000
Land sales                                         45,997,000
Management and other fees                          65,268,000
Other                                              96,602,000
                                              ----------------
Total revenues                                  3,135,814,000
                                              ----------------
Expenses:
Real estate taxes                                 280,895,000
Repairs and maintenance                           232,624,000
Marketing                                          34,363,000
Other property operating costs                    416,332,000
Land sales operations                              50,807,000
Provision for doubtful accounts                    30,331,000
Property management and other costs               176,876,000
General and administrative                         28,608,000
Strategic initiatives                              67,341,000
Provisions for impairment                       1,223,810,000
Litigation benefit                                          -
Depreciation and amortization                     755,161,000
                                              ----------------
Total expenses                                  3,297,148,000
                                              ----------------
Operating (loss) income                           (161,334,000)

Interest income                                      3,321,000
Interest expense                                (1,311,283,000)
                                              ----------------
Loss before income taxes, noncontrolling
interests and equity in income of
Unconsolidated Real Estate Affiliates          (1,469,296,000)
Benefit from (provision for) income taxes           14,610,000
Equity in (loss) income of Unconsolidated
Real Estate Affiliates                              4,635,000
Reorganization items                               146,190,000
                                              ----------------
Loss from continuing operations                 (1,303,861,000)
(Loss) Gain from discontinued operations              (966,000)
                                              ----------------
Net (loss) income                               (1,304,827,000)
Allocation to noncontrolling interests              20,138,000
                                              ----------------
Net (loss) income attributable to controlling
interests                                     ($1,284,689,000)
                                              ================

                    General Growth Properties, Inc.
                 Consolidated Statements of Cash Flows
                  Twelve Months Ended December 31, 2009


Cash flows from operating activities:
Net (loss) income                             ($1,304,827,000)
Adjustments to reconcile net (loss) income to
net cash provided by operating activities:
Equity in income of Unconsolidated Real
  Estate Affiliates                                (49,146,000)
Provision for impairment from Unconsolidated Real
  Estate Affiliates                                 44,511,000
Provision for doubtful accounts                    30,331,000
Distributions received from Unconsolidated Real
  Estate Affiliates                                 37,403,000
Depreciation                                      707,183,000
Amortization                                       47,978,000
Amortization of deferred finance costs and debt
  market rate adjustments                           34,621,000
Amortization of intangibles other than in-place
  leases                                               833,000
Straight-line rent amortization                   (26,582,000)
Deferred income taxes including tax restructuring
  benefit                                              833,000
Non-cash interest expense on Exchangeable Senior
  Notes                                             27,388,000
Non-cash interest expense resulting from
  termination of interest rate swaps                (9,635,000)
Loss (gain) on dispositions                           966,000
Provisions for impairment                       1,223,810,000
Participation expense pursuant to Contingent
  Stock Agreement                                   (4,947,000)
Land/residential development and acquisitions
  expenditures                                     (78,240,000)
Cost of land sales                                 22,019,000
Non-cash reorganization items                    (266,916,000)
Glendale Matter deposit                            67,054,000
Net changes:
  Accounts and notes receivable                    (22,601,000)
  Prepaid expenses and other assets                (11,123,000)
  Deferred expenses                                (34,064,000)
  Accounts payable and accrued expenses and
   deferred tax liabilities                        355,025,000
  Other, net                                         9,590,000
                                              ----------------
Net cash provided by operating activities          871,266,000
                                              ----------------

Cash flows from investing activities:
Acquisitions/development of real estate and
property additions/improvements                  (252,844,000)
Proceeds from sales of investment properties        6,416,000
Increase in investments in Unconsolidated Real
Estate Affiliates                                (154,327,000)
Distributions received from Unconsolidated Real
Estate Affiliates in excess of income              74,330,000
Loans from (to) Unconsolidated Real Estate
Affiliates, net                                    (9,666,000)
Decrease in restricted cash                         6,260,000
Other, net                                         (4,723,000)
                                              ----------------
Net cash used in investing activities            (334,554,000)
                                              ----------------

Cash flows from financing activities:
Proceeds from issuance of mortgages, notes and
loans payable                                               -
Proceeds from issuance of the DIP Facility        400,000,000
Principal payments on mortgages, notes and loans
payable                                          (379,559,000)
Deferred financing costs                           (2,614,000)
Finance costs related to emerged entities          (69,802,000)
Cash distributions paid to common stockholders              -
Cash distributions paid to holders of Common Units (1,327,000)
Cash distributions paid to holders of perpetual and
convertible preferred units                                 -
Proceeds from issuance of common stock, including
common stock plans                                     43,000
Other, net                                          1,950,000
                                              ----------------
Net cash (used in) provided by financing
activities                                        (51,309,000)
                                              ----------------
Net change in cash and cash equivalents            485,403,000
Cash and cash equivalents at beginning of period   168,993,000
                                              ----------------
Cash and cash equivalents at end of period        $654,396,000
                                              ================

                    About General Growth

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

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

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


GENERAL GROWTH: Sees Bankruptcy Emergence by October
----------------------------------------------------
General Growth Properties Inc. said in a court filing that it is
pursuing the final phase of its emergence process during the next
six months.

Counsel to the Debtors, Marcia L. Goldstein, Esq., at Weil,
Gotshal & Manges LLP, in New York, asserted that GGP's process to
emerge from Chapter 11 has been deliberately staged in two parts:

  (1) The first part was to secure long-term, economically
      attractive mortgage debt financing allowing the market to
      establish an enterprise value of GGP; and

  (2) The second part includes a competitive capital raise and
      strategic sale process to maximize recoveries for
      stakeholders and fairly distribute the tremendous
      enterprise value created during the first 10 months of
      these highly complex cases.

In light of this dualtrack process, Ms. Goldstein disclosed that
GGP is proposing a timeline, which culminates in the confirmation
of a plan of reorganization.  The timeline has two parts: (i)
selection of the best transaction to be incorporated in the plan
and (ii) the confirmation process. The timeline is:

   March 19, 2010     * Debtors file motion to approve proposed
                        bidding procedures/selection of plan
                        transaction

                      * GGP continues due diligence and capital
                        raise process

   April 13, 2010     * Hearing on Bidding Procedures Motion

   May 18, 2010       * Deadline for potential bidders to submit
                        bids

   May 18 to June     * GGP negotiates final bids and determines
    22, 2010            transaction to be included in a plan

                      * GGP files plan and disclosure statement

   July 27, 2010      * Hearing on the Disclosure Statement

   August 6, 2010     * Deadline to commence solicitation

   September 20, 2010 * Plan Voting Deadline
                      * Plan Confirmation Objection Deadline

   October 5, 2010    * Confirmation Hearing of the Plan

To recall, GGP has reached an agreement in principle with
Brookfield Asset Management Inc., one of the world's largest real
estate investors and asset managers, to invest $2.625 billion in a
proposed recapitalization of GGP at a plan value of $15.00 per
share and provide par plus accrued interest to unsecured
creditors.

Although GGP has chosen Brookfield as its stalking horse, it
expects interested parties to participate pursuant to the proposed
timeline, Ms. Goldstein noted.  GGP will share the final proposals
with the Creditors' Committee, the Equity Committee, and the
advisors to the ad hoc committees and will welcome appropriate
coordination with the Committees to maintain the integrity of the
competitive process to select the best transaction on which to
base a plan, she added.

Contrary to the Creditors' Committee's assertions, GGP has made
exceptional progress in formulating and implementing its strategy
to emerge with a stronger balance sheet, Ms. Goldstein argued.
That plan has been communicated many times to the Creditors
Committee, she said.  She further pointed out that as any
transaction will require the same time period to accomplish, as
outlined by GGP's emergence timeline, there simply is no
additional risk to creditors by GGP's process.  Moreover, given
GGP's current equity trading value and the ability of debt holders
to sell their claims for a full cash recovery, it is incumbent on
GGP to explore a recapitalization that involves sources of equity
and/or debt capital that may provide the best outcome for
stakeholders, she asserted.

At best, Ms. Goldstein contended that the Creditors' Committee has
adopted as its agenda a desire to usurp control of the emergence
process in an effort to truncate any effort to realize the fair
value of the enterprise for shareholders.  Moreover, the
Creditors' Committee's argument that GGP has failed to be
transparent with respect to its capital raise process is wholly
undermined by the fact that GGP has been transparent in all other
aspects of its restructuring and has engaged with the financial
advisors to the Creditors' Committee to describe the company's
capital raise process.

                    About General Growth

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

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

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


GENERAL GROWTH: Stonestown Shopping, et al., Win Plan Approval
--------------------------------------------------------------
Judge Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York issued a formal order on March 3,
2010, confirming the Joint Plan of Reorganization, and approving,
on a final basis, the accompanying Disclosure Statement as to
these seven debtors:

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

On behalf of the Plan Debtors, James A. Mesterharm, director of
AlixPartners, LLP, as restructuring advisor to the Debtors, filed
with the Court a declaration, as amended on March 2, 2010,
appending an updated version of the Debtors' financial
projections.  The updated Financial Projections
reflect recent performance, certain adjustments to reflect General
Growth Properties, Inc.'s current outlook, and certain costs
incurred with respect to closing and emergence costs for certain
Plan Debtors.  The Updated Financial Projections also forecast the
Debtors' cash flow through the end of 2010, he noted.  A table
showing GGP's 13 Months Cash Forecast is available for
free at http://bankrupt.com/misc/ggp_mar2cashforecast.pdf

Mr. Mesterharm further noted that at the end of January 2010, the
Debtors had $479.4 million of cash on hand.  Through the end of
2010, the Plan Debtors will incur another $109.7 million of costs
associated with their emergence from bankruptcy and capital
obligations under the Plan, including funding real estate and
other escrows and making catch-up amortization payments on the
Plan Debtors' secured property-level loans, of which $32.5 million
is related to the Plan Debtors whose confirmation hearing is
scheduled for March 3, 2010, he related.  The Plan Debtors will
also incur $94.2 million by paying certain prepetition amounts, he
said.  As set forth in the Updated Financial Projections, the
Debtors will have more than sufficient cash to cover these costs,
he assured the Court.

In addition, on the earlier of GGP and GGP Limited Partnership,
collectively known as TopCo's emergence from Chapter 11 or
December 2010, the Plan Debtors will incur additional obligations
under the Plan:

(a) a $137 million paydown on GGP Ala Moana L.L.C.'s property
     in Honolulu; and

(b) a "vacant anchor" reserve equal to $2 per square foot
     reserve for total collateral gross leasable area but
     excluding out-parcels, currently estimated at
     $33 million.

The Plan Debtors expect to fund these costs from their cash flows
and, to the extent necessary, from GGP LP's centralized cash
management system.  By the end of December 2010, if TopCo has not
yet emerged from bankruptcy, GGP LP is projected to have an
available cash balance of $331.8 million after the Plan Debtors
have satisfied all emergence costs and funding requirements under
the Plan, Mr. Mesterharm added.

The Plan Debtors also submitted to the Court on February 26, 2010,
amended exhibits to their Joint Plan of Reorganization to
supplement property-specific Exhibit "B" with respect to Beachwood
Place Mall, LLC; GGP-Mall of Louisiana, Inc.; GGP-Mall of
Louisiana, L.P.; GGP-Mall of Louisiana II, L.P.; Stonestown
Shopping Center, L.P.; and Stonestown Shopping Center Holding,
L.L.C.  A full-text copy of property-specific Exhibit "B" for
these six Plan Debtors is available for free at:

          http://bankrupt.com/misc/ggp_6PropExhibitB.pdf

The Plan Debtors further amended and replaced on March 2, 2010,
property-specific Exhibit "B" with respect to GGP-Mall of
Louisiana, Inc.; GGP-Mall of Louisiana II, L.P.; GGP-Mall of
Louisiana, L.P.; Stonestown Shopping Center L.P.; and Stonestown
Shopping Center Holding L.L.C.  A full-text copy of the property-
specific Exhibit "B" for these five Plan Debtors is available for
free at http://bankrupt.com/misc/ggp_5PropExhibitB.pdf

Judge Gropper confirmed the Plan, as amended, and each of its
provisions under Section 1129 of the Bankruptcy Code.  All rulings
and orders contained in the confirmation order dated December 15,
2009 are adopted as the rulings and orders for this confirmation
order dated February 16, 2010, Judge Gropper said.

By prior specific agreement with certain surety companies, Judge
Gropper affirmed that the provision with respect to surety bonds
under the Plan will apply to the Three Plan Debtors.  The
provision states that unless specifically rejected by order of the
Bankruptcy Court, all of the Plan Debtors' surety bonds and any
related agreements, documents or instruments, will continue in
full force and effect.  Nothing contained in the Plan will
constitute or be deemed a waiver of any cause of action that the
Plan Debtors may hold against any entity, including the issuer of
the surety bond, under any of the Plan Debtors' surety bonds.

A full-text copy of the Confirmation Order dated March 3, 2010, is
available for free at:

         http://bankrupt.com/misc/ggp_Mar3ConfOrder.pdf

                        Voting Results

Travis K. Vandell, senior managing consultant at Kurtzman Carson
Consultants LLC, filed with the Court on March 2, 2010, a
supplemental tabulation of votes for the Joint Plan of
Reorganization with respect to Plan Debtors GGP-Mall of Louisiana
II, LP; GGP-Mall of Louisiana, Inc.; Stonestown Shopping Center
Holding, LLC; GGP-Mall of Louisiana, LP, and Stonestown Shopping
Center, LP.

Five creditors grouped as Class B holding a total of $570,024,243
voted to accept the Plan.  Class B is the only voting class under
the Plan.

                           Accept or      Dollars      Dollars
Creditor Name               Reject         Accept       Reject
-------------              ---------    ---------     -------
Debt Holdings LLC           Accept    $62,601,732        $0

Debt Holdings LLC           Accept    $62,601,732        $0

Debt Holdings LLC           Accept    $57,620,173        $0

U.S. Bank NA, as            Accept   $171,600,606        $0
trustee for the
registered holders and
Debt Holdings, LLC

Wells Fargo Bank NA         Accept   $215,600,000        $0

A full-text copy of the Tabulation Report on the votes on the
Plan is available for free at:

   http://bankrupt.com/misc/ggp_5PlanDebtorsVotingResults.pdf

                 Four Debtors Plan Adjourned

Judge Gropper adjourns the hearing with respect to confirmation of
the Joint Plan of Reorganization and final approval of the
Disclosure Statement as to five Plan Debtors to a later date.

The Plan Debtors subject to adjournment are:

  * 10000 West Charleston Boulevard, LLC
  * 1120/1140 Town Center Drive, LLC
  * 9901-9921 Covington Cross, LLC
  * Beachwood Place Mall, LLC
  * Beachwood Place Holding, LLC

               More Properties to be Restructured

GGP said in its annual report on Form 10-K that during December
2009, January and February 2010, 231 units of GGP (the "Track 1
Debtors") owning 119 properties with $12.33 billion of secured
mortgage debt filed consensual plans of reorganization (the "Track
1 Plans") with the Bankruptcy Court.  As of December 31, 2009, 113
Debtors owning 50 properties with approximately $4.65 billion of
secured mortgage debt restructured that debt and emerged from
bankruptcy (the "Track 1A Debtors").  Through March 1, 2010, an
additional 92 Debtors owning 57 properties with approximately
$5.98 billion of secured mortgage debt restructured that debt and
emerged from bankruptcy.  Effectiveness of the plans of
reorganization and/or restructuring of the $1.70 billion of
secured mortgage debt of the remaining Track 1 Debtors (together
with the Track 1 Debtors that have already emerged from bankruptcy
in 2010, the "Track 1B Debtors") is expected to occur in the first
quarter of 2010.

GGP is continuing to pursue consensual restructurings for 31
Debtors (the "Remaining Secured Debtors") with secured loans
aggregating $2.50 billion.  The Chapter 11 Cases for the Remaining
Secured Debtors and the other remaining Debtors (generally GGP,
GGPLP and other holding company subsidiaries, the "TopCo Debtors"
and together with the Remaining Secured Debtors, the "2010 Track
Debtors") will continue until their respective plans of
reorganization are filed, approved by the respective creditors,
confirmed by the Bankruptcy Court and are effective.

                    About General Growth

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

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

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


GENERAL MOTORS: Campaigns Against Colorado Bill on Dealers
----------------------------------------------------------
General Motors Co. is launching a campaign to slam a bill that
would require it and Chrysler Group LLC to reimburse terminated
dealers for required five-year upgrades, Businessweek reported.

The legislation passed in the House by a 60-5 vote, and is
awaiting Senate action, according to The Denver Post.    "[It]
threatens our ability to essentially run our business at the
retail level," GM spokesman Greg Martin told Businessweek.

GM is spending $60,000 for radio and ad campaigns against the bull
that, according to the Company, bypasses an arbitration process
approved by Congress.  GM has said it is targeting to finish
"within the next two months" an internal review of the 1,160
arbitration claims submitted by dealers that it closed in 2009.

"We don't think our concerns are unreasonable," John Montford, a
GM senior adviser for government relations said in a statement to
The Denver Post.  "Our focus remains on getting our taxpayer loans
paid back," Mr. Monford emphasized.

GM has informed 2,000 dealers about officially cutting ties in
October 2010 as part of its restructuring efforts.  Chrysler, for
its part, had terminated 789 dealerships.  Twenty-five GM dealers
in Colorado are slated to be cut off, Colorado Automobile Dealers
Association President Tim Jackson told Businessweek.

                        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: Lawmakers Call to Save Delphi Pensions
------------------------------------------------------
Nine U.S. senators and 23 representatives from seven states called
on President Barack Obama to compel General Motors to ensure that
salaried retirees at Delphi Corp. don't lose their pensions,
reported The Buffalo News on February 27, 2010.

In a letter sent February 26, the lawmakers said that GM's
salaried retirees have received notices from the Pension Benefit
Guaranty Corp. that they are facing cuts of up to 70 percent in
their retirement benefits, the report said.

"They will have a profoundly negative impact on the individual
retirees, their families, and their communities, which are already
struggling to survive the most severe economic downturn since the
Great Depression," the letter noted.

GM acquired the plants from Delphi Corporation in October 2009, to
ensure that the supply of auto parts to GM won't be cut off.

The Letter noted that GM agreed to protect Delphi's hourly workers
who were members of the United Auto Workers, as part of an
Agreement that allowed Delphi to emerge from bankruptcy with GM's
financial aid.  The Agreement, however, "did not apply to hourly
employees represented by other unions or to the salaried managers,
leaving 20,000 salaried retirees and 100 union retirees with no
additional pension guarantee," the newspaper said.

"As a 60 percent shareholder in GM, the federal government is in a
position to do something to restore fairness for these retirees
and to minimize the economic impact of the pension loss on their
communities," the letter said, urging President Obama to
bring GM to the negotiating table" to "work out a fair solution,"
according to the report.

On March 4, 2010, hourly workers at GM's Lockport plant, formerly
Delphi Thermal Systems, are protesting the Company's attempt to
gain contract concessions from the United Auto Workers union and
its members, the Houston Business Journal reported.

Gordie Fletcher, president of UAW Local 686 Unit No. 1 at
Lockport, told the newspaper that GM "wants members to forego a
3.75 percent cost-of-living raise that was scheduled to go into
effect in January but which has not been paid."  The Union also
points to bonuses that salaried workers have not received.

Moreover, the UAW members' "immense sense of frustration" is due
to the absence of added work for employees at the Lockport plant,
the report added.

                        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: New GM May Drop Converj to Focus on Hybrids
-----------------------------------------------------------
General Motors Co. has halted work on the Cadillac Converj as of
late January 2010, to focus on cheaper plug-in hybrids, two GM
executives who refused to be named told Bloomberg News.

GM concluded that the Converj, an electric-drive coupe similar to
the Chevrolet Volt, "couldn't have enough amenities and electric
range to be compelling to buyers and produce a profit," Bloomberg
reports, citing the GM executives as saying.

The Volt has lithium-ion batteries and a gasoline motor used only
for recharging, not to power the wheels, and is designed to run 40
miles or 64 kilometers on electricity alone.  GM plans to sell the
Volt for $40,000 in November 2010, according to the report.

Like the Volt, the coming generation of plug-in hybrids from GM
will be able to replenish their batteries at household outlets,
with range on electricity at 10 miles.  GM may also add plug-in
technology to other models in the line, the executives told
Bloomberg, noting that the gasoline-powered Cadillac XTS sedan
will be out in 2013.

Vice Chairman Bob Lutz also confirmed during the Geneva Motor Show
that GM has elected to cease production plans for the Converj,
reported Reuters.

                        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: Recalls 1.3 Million Compact Cars
------------------------------------------------
General Motors Co. is recalling 2005 to 2010 Chevrolet Cobalts,
2007 to 2010 Pontiac G5s, 2005 and 2006 Pontiac Pursuits sold in
Canada; and 2005 and 2006 Pontiac G4s sold in Mexico -- or about
1.3 million cars in total -- to fix power steering motors that can
fail.

While the compact vehicles are generally safe to drive, it may be
prone to steering problems when traveling under 15 mph, says
Reuters, citing a GM statement.

GM will notify car owners when the parts are available from the
Company's supplier, JTEKT Corp., GM spokesman Alan Adler told The
Associated Press.

The National Highway Traffic Safety Administration about the
recall began an investigation into 905,000 of the GM models on
January 27, 2010, after 1,100 complaints were filed regarding the
the cars' loss of power steering assist.  The complaints included
14 crashes and one injury, according to the report.

"Recalling these vehicles is the right thing to do for our
customers' peace of mind," Jamie Hresko, GM's vice president of
quality, said in a statement.

                        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: Cadillac Distances to Avoid Bankruptcy Stigma
-------------------------------------------------------------
Keith Naughton at Bloomberg News reports that Cadillac, the luxury
brand General Motors Co. acquired in 1909, is distancing itself
from GM to avoid the stigma of the parent company's $50 billion
U.S.-backed bankruptcy last year.  According to Bloomberg,
spokesman Nick Twork said Cadillac is erasing the GM name from its
marketing and dealerships, changing e-mail addresses to
@cadillac.com from @gm.com and exiting companywide promotions such
as the Red Tag Event, said Nick Twork, a spokesman.  The
separation strategy was "absolutely" driven by GM's restructuring,
he said.

                        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)


HANA BIOSCIENCES: Posts $5.7 Million Net Loss in Q3 2009
--------------------------------------------------------
Hana Biosciences, Inc., filed its quarterly report on Form 10-Q,
showing a net loss of $5.7 million for the three months ended
September 30, 2009, compared with a net loss of $5.2 million for
the same period 2008.

The Company's balance sheet as of September 30, 2009, showed
$4.9 million in assets and $29.5 million of debts, for a
stockholders' deficit of $24.6 million.

"The Company does not generate any recurring revenue and will
require substantial additional capital before it will generate
cash flow from its operating activities, if ever."

"Based on the anticipated use of cash resources of between
$4.0 million and $5.5 million per quarter, which includes any
milestones pursuant to the Company's license agreements, the
Company estimates that its current cash resources are only
sufficient to fund its planned research and development activities
into mid-2010.  However, if anticipated costs are higher than
planned, or if the Company is unable to raise additional capital,
it will have to significantly curtail its development activities
to maintain operations through 2010 and beyond."

The Company believes these factors raise substantial doubt as to
its ability to continue as a going concern.

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

                 http://researcharchives.com/t/s?5799

Hana Biosciences, Inc. is a South San Francisco, California-based
biopharmaceutical company dedicated to developing and
commercializing new and differentiated cancer therapies designed
to improve and enable current standards of care.


HOVNANIAN ENT: Swings to $236.1-Mil. Profit in Jan. 31 Quarter
--------------------------------------------------------------
Hovnanian Enterprises Inc. filed its quarterly report on Form 10-
Q, reporting a net income of $236.1 million on revenue of $319.6
million for the three months ended January 31, 2010, compared with
a net loss of $178.4 million on revenue of $373.78 million in the
same period during the prior fiscal year.
The Company's balance sheet at Jan. 31, 2010, showed $2.10 billion
in assets and $2.21 billion in total liabilities resulting to a
$110.69 million stockholders' deficit.

The Company said cash from housing and land sales, income tax
refunds and other revenues will be sufficient through fiscal 2010
to finance working capital requirements and other needs, despite
continued declines in total revenues, the termination of its
revolving credit facility and the collateralization with cash in
segregated accounts to support certain of its letters of credit.
The Company may also enter into land sale agreements or joint
ventures to generate cash from its existing balance sheet.

Due to a change in tax legislation that became effective on
November 6, 2009, the company is able to carryback its 2009 net
operating loss five years to previously profitable years.  As a
result, the Company have received a $274.1 million federal income
tax cash refund during its second quarter of fiscal 2010 and the
expect to receive the remaining $17.2 million later in the year.

A full-text copy of the Company's quarterly report on Form 10-Q is
available for free at http://ResearchArchives.com/t/s?57c9

                  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.


INFOGROUP INC: S&P Puts 'BB' Rating on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating for Omaha, Neb.-based infoGROUP Inc., along with all
associated issue-level ratings, on CreditWatch with negative
implications.

"The CreditWatch listing reflects infoGROUP's announcement that it
will be acquired by CCMP Capital Advisors LLC, a private equity
group," said Standard & Poor's credit analyst Liz Fairbanks.  "S&P
expects the transaction to likely add leverage to the company's
balance sheet."

The transaction is valued at $635 million and includes the
refinancing of infoGROUP's outstanding debt, which totaled
$182 million as of December 2009.  Common shareholders will
receive $8 per share in cash, which is below last Friday's closing
share price of $8.16.  The transaction is subject to shareholder
approval.  Former CEO and Chairman Vinod Gupta owns approximately
36% of shares outstanding.  infoGROUP expects the transaction to
close early this summer.

In resolving the CreditWatch listing, S&P will review the details
of the transaction as they become available, the new owner's
operating and financial strategies, and the pro forma capital
structure.  S&P's review will also focus on its expectations for
the company's performance in 2010.


INTERNATIONAL COAL: Moody's Affirms 'Caa1' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of International
Coal Group, including the corporate family rating of Caa1.
Simultaneously, Moody's assigned a Caa1 (LGD 4; 57%) rating to the
company's new $200 million second lien senior secured notes due
2018.  The rating outlook remains stable.

ICG is issuing approximately $200 million of new senior secured
second lien notes and $75 million of new convertible notes (not
rated by Moody's).  Proceeds, in addition to approximately
$100 million of new common equity, are expected to refinance
$140 million of existing 9% convertible notes (not rated by
Moody's) and $175 million of 10.25% senior unsecured notes.  Upon
completion of the transactions, Moody's anticipates withdrawing
the ratings on the 10.25% senior unsecured notes.  All rating
actions described are contingent upon ICG's successful execution
of the planned transactions and subject to review of final
documentation.

The affirmation of the Caa1 corporate family rating considers the
$40 million reduction in expected debt levels, less interest
expense, and improved maturity profile.  Although the convertible
notes have a maturity date one year ahead of the second-lien
senior secured notes, the maturity profile has improved with the
nearest maturity having been pushed to 2014 from 2012.  However,
the ratings continue to reflect ICG's elevated cost structure
amidst an uncertain price environment, inherent operating risk at
its mines, history of operating and financial challenges,
significant capital spending requirements, and uncertainty
regarding mine permitting obstacles particularly given the large
percentage of surface mine production.  The ratings remain
supported by the company's adequate liquidity position, improved
capital structure, significant owned coal reserves and minimal
other liabilities (including reclamation, workers' compensation,
black lung, and other legacy liabilities) relative to other rated
coal producers.  The ratings also consider the company's small,
but growing production of higher value metallurgical coal used
primarily by the steel industry.

Ratings impacted by the actions include:

  -- Corporate Family Rating affirmed at Caa1

  -- Probability of Default Rating affirmed at Caa1

  -- $125 million asset based loan facility due 2014 affirmed at
     Ba3 (LGD 2; 18%)

  -- $200 million second lien senior secured notes due 2018
     assigned Caa1 (LGD 4; 57%)

  -- Outlook remains stable

  -- SGL affirmed at SGL-3

These ratings will be withdrawn assuming successful completion of
the anticipated transactions:

  -- $175 million 10.25% senior unsecured notes due 2014 of Caa2
     (LGD 5; 70%)

The last rating action was on March 2, 2010, when the ratings of
ICG were raised, including the CFR which was upgraded to Caa1 from
Caa2.

International Coal Group, Inc., operates 13 coal mining complexes
(8 in Central Appalachia, 4 in Northern Appalachia, and 1 in the
Illinois Basin).  ICG owns approximately two-thirds of its
1.0 billion tons of coal reserves.  The company produced
approximately 16.3 million tons of coal in 2009.


JCAV LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: JCAV LLC
        PO Box 463
        Fox Island, WA 98333

Bankruptcy Case No.: 10-41710

Chapter 11 Petition Date: March 8, 2010

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

Debtor's Counsel: Benjamin J. Riley, Esq.
                  Brian L Budsberg PLLC
                  1801 West Bay Drive, Ste 301
                  Olympia, WA 98507
                  Tel: (360) 584-9093
                  Email: ben@budsberg.com

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

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

According to the schedules, the Company has assets of $7,663,780,
and total debts of $3,896,831.

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

            http://bankrupt.com/misc/wawb10-41710.pdf

The petition was signed by Jack Vander Waal, managing member of
the Company.


JONES SODA: Inks LOI for Possible Merger with Reeds Inc.
--------------------------------------------------------
On March 9, 2010, Jones Soda Co. disclosed that it has entered
into a letter of intent regarding a possible merger with Reed's,
Inc., with Reed's as the surviving company.  The combination would
unite a number of leading premium soda brands, such as Reed's
Ginger Brew, Virgil's, and Jones Soda.

The non-binding provisions of the LOI contemplate a merger
transaction in which Reed's would acquire Jones Soda for a
combination of cash and Reed's common stock.  The shareholders of
Jones Soda would receive an aggregate of 4.5 million shares of
Reed's common stock (or approximately 0.17 of a share of Reed's
common stock per share of Jones Soda common stock based on current
Jones Soda shares outstanding) and cash of $0.10 per share of
Jones Soda common stock (or an aggregate of approximately
$2.56 million based on current shares outstanding).  There is no
financing contingency as Reed's would use its best efforts to
secure the cash portion of the consideration, and if it is unable
to secure all or part of this cash, any deficit would instead be
paid in additional shares of Reed's common stock, with the
aggregate number of shares equal to the amount of the cash deficit
divided by $1.70.

Mr. Chris Reed, Founder, Chairman and CEO of Reed's stated, "We
have watched Jones for years and have been impressed with its
innovative marketing programs, strong brand recognition, and loyal
customer following.  I am confident that our portfolio of brands
will benefit from Jones Soda's marketing savvy as well as its
organization's deep mainstream distribution relationships.  At the
same time, we believe our strong infrastructure and operational
capabilities will help drive important efficiencies through Jones
Soda's supply chain.  With minimal customer and demographic
overlap between our combined brands, we believe this transaction
also provides us with compelling merchandising and growth
opportunities in the years ahead."

Jones Soda retained North Point Advisors in February 2009 to
assist in evaluating the company's strategic alternatives.  Since
that time, Jones has reviewed a broad range of strategic
alternatives to enhance shareholder value.

Rick Eiswirth, Chairman of the Board of Jones Soda Co., stated,
"Over the past year we have taken numerous steps to reduce our
expenses and reinvigorate our top line in order to return to
profitability.  Unfortunately, the challenging economic
environment combined with our current capitalization has made it
extremely difficult to operate on a standalone basis.  After
evaluating a range of strategies aimed at improving our outlook,
our Board of Directors determined that the proposed merger with
Reed's offers our shareholders the most compelling long-term
benefits of the available alternatives.  We believe the
combination of Jones and Reed's will create a substantially larger
beverage business with a more powerful operating platform and a
brighter future.  We are especially pleased that the Jones
shareholders will be able to participate in the potential upside
of the combined business, as a meaningful portion of the
consideration is in the form of Reed's stock."

Under the binding provisions of the LOI, Reed's and Jones Soda
have until April 5, 2010, to negotiate a definitive agreement on
an exclusive basis.  If Jones Soda receives an unsolicited
acquisition, financing or other strategic transaction proposal
that the Board of Directors of Jones Soda determines is superior
to the proposed merger transaction with Reed's, then Jones Soda
may terminate the LOI and reimburse Reed's for its third party
out-of-pocket expenses (not to exceed $75,000).

Since the transaction terms of the LOI are non-binding, they are
subject to the negotiation, execution and delivery of a definitive
agreement approved by the respective Boards of Directors of each
company.  Accordingly, the proposed terms of the transaction are
subject to change, and there can be no assurance that Reed's and
Jones Soda will enter into a definitive agreement on the terms
outlined above, if at all, or that any transaction between the
parties will ultimately be consummated.  The companies do not
intend to disclose developments with respect to negotiation of the
definitive agreement until their respective Boards of Directors
deem it appropriate.

The transaction would also be subject to approval of the
shareholders of both Jones Soda and Reed's.

A copy of the joint press release issued by the Company and
Reed's, Inc. is available for free at:

               http://researcharchives.com/t/s?5811

                        About Reed's, Inc.

Reed's, Inc. (NASDAQ: REED) -- http://www.reedsgingerbrew.com/--
makes top selling sodas in natural food markets nationwide and  is
currently selling in 10,500 supermarkets in natural foods and
mainstream.  In addition, the Company owns the Virgil's Root Beer
product line, and the China Cola product line. Recently, Reed's
added the Sonoma Sparkler brands to its line. Other product lines
include: Reed's Ginger Candies and Reed's Ginger Ice Creams.

Reed's products are sold through specialty gourmet and natural
food stores, mainstream supermarket chains, retail stores and
restaurants nationwide, and in Canada.

                         About Jones Soda

Headquartered in Seattle, Washington, Jones Soda Co.
(NASDAQ: JSDA) -- http://www.jonessoda.com/-- markets and
distributes premium beverages under the Jones Soda, Jones Pure
Cane Soda(TM), Jones 24C(TM), Jones GABA(R), Jones Organics(TM),
Jones Naturals(R) and Whoopass Energy Drink(R) brands and sells
through its distribution network in markets primarily across North
America.

                          *     *     *

The Company has incurred net losses of $6.1 million and
$11.8 million for the nine months ended September 30, 2009, and
2008, respectively, and has used a significant amount of its cash
resources during these periods to fund its net losses, working
capital and capital expenditure requirements.  The Company had
accumulated deficits of $35.5 million and $29.4 million as of
September 30, 2009, and December 31, 2008, respectively.  Cash
used in operations for the nine months ended September 30, 2009,
and 2008 was $6.2 million and $11.5 million, respectively.

As reported in the Troubled Company Reporter on November 24, 2009,
the Company says that it may no longer have sufficient margin in
its operating plan to absorb further material declines against the
Company's expectations with regard to the economy or its
business.  The Company believes its revised operating plan already
includes the majority of attainable cost cutting measures, which
places greater emphasis on the need to meet its case sales
projections in order to effectively operate its business.

The Company said there is uncertainty regarding its ability to
meet its revised case sales projections.  The Company believes
this uncertainty, together with its inability to implement further
meaningful cost containment measures beyond those it undertook in
the third quarter and the extremely difficult environment in which
to obtain additional equity or debt financing, raise substantial
doubt about its ability to continue as a going concern.


JONES SODA: Joth Ricci Resigns as President and CEO
---------------------------------------------------
Joth Ricci has resigned as President and Chief Executive Officer
and a member of the Board of Directors of Jones Soda Co.,
effective April 2, 2010.  In his resignation letter, Mr. Ricci
stated that he is resigning to pursue new career opportunities and
not because of any disagreement with the Company on any matter
relating to the Company's operations, policies or practices.  Mr.
Ricci will continue to serve as the Company's President and Chief
Executive Officer, and as a member of the Board of Directors,
until the effective date of his resignation.

                         About Jones Soda

Headquartered in Seattle, Washington, Jones Soda Co.
(NASDAQ: JSDA) -- http://www.jonessoda.com/-- markets and
distributes premium beverages under the Jones Soda, Jones Pure
Cane Soda(TM), Jones 24C(TM), Jones GABA(R), Jones Organics(TM),
Jones Naturals(R) and Whoopass Energy Drink(R) brands and sells
through its distribution network in markets primarily across North
America.

                          *     *     *

The Company has incurred net losses of $6.1 million and
$11.8 million for the nine months ended September 30, 2009, and
2008, respectively, and has used a significant amount of its cash
resources during these periods to fund its net losses, working
capital and capital expenditure requirements.  The Company had
accumulated deficits of $35.5 million and $29.4 million as of
September 30, 2009, and December 31, 2008, respectively.  Cash
used in operations for the nine months ended September 30, 2009,
and 2008 was $6.2 million and $11.5 million, respectively.

As reported in the Troubled Company Reporter on November 24, 2009,
the Company says that it may no longer have sufficient margin in
its operating plan to absorb further material declines against the
Company's expectations with regard to the economy or its
business.  The Company believes its revised operating plan already
includes the majority of attainable cost cutting measures, which
places greater emphasis on the need to meet its case sales
projections in order to effectively operate its business.

The Company said there is uncertainty regarding its ability to
meet its revised case sales projections.  The Company believes
this uncertainty, together with its inability to implement further
meaningful cost containment measures beyond those it undertook in
the third quarter and the extremely difficult environment in which
to obtain additional equity or debt financing, raise substantial
doubt about its ability to continue as a going concern.


JOSE JORGE: U.S. Trustee Unable to Form Creditors Committee
-----------------------------------------------------------
Sara L. Kistler, the U.S. Trustee for Region 17, notified the U.S.
Bankruptcy Court for the Eastern District of California that she
was unable to appoint an official committee of unsecured creditors
in the Chapter 11 case of Jose Jorge and Fatima Jorge.

Gustine, California-based Jose Jorge -- dba Jose M. Jorge Dairy,
dba Jorge Family Dairy -- operate two dairies as sole proprietor,
one in California and one in Idaho.  Jose Jorge filed for Chapter
11 bankruptcy protection on December 10, 2009 (Bankr. E.D. Calif.
Case No. 09-62001).  Hilton A. Ryder, Esq., who has an office in
Fresno, California, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $10,000,001 to $50,000,000 in liabilities.


KAINOS PARTNERS: Former CFO Faces 15 Years in Prison for Theft
--------------------------------------------------------------
Claude Solnik at Long Island Business News reports that former
chief financial officer Christopher Cortese has been charged with
stealing $429,000 from Dunkin' Donuts franchise.  Mr. Cortese
faces up to 15 years in prison if convicted.

               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.


KIEBLER SLIPPERY: Wants to Have Until May 24 to Propose a Plan
--------------------------------------------------------------
Kiebler Slippery Rock, L.L.C., asks the U.S. Bankruptcy Court for
the Northern District of Ohio to extend its exclusive periods to
propose and solicit acceptances of a proposed Chapter 11 plan
until May 24, 2010.

The Debtor relates that its exclusivity period expires on
March 24, 2010.  The Debtor needs additional time to negotiate
with its secured lenders, the Official Committee of Unsecured
Creditors, and other creditor constituencies, about a consensual
plan.

Chardon, Ohio-based Kiebler Slippery Rock LLC filed for Chapter 11
on Sept. 25, 2009 (Bankr. N.D. Ohio Case No. 09-19087).  Andrew L.
Turscak Jr., Esq., Mark A. Weintraub, Esq., and Robert C. Folland,
Esq., at Thompson Hine LLP represent the Debtor in its
restructuring effort.  In its petition, the Debtor listed assets
and debts both ranging from $10,000,001 to $50,000,000.


KIWA BIO-TECH: Posts $516,933 Net Loss in Q3 2009
-------------------------------------------------
Kiwa Bio-Tech Products Group Corporation filed its quarterly
report on Form 10-Q, showing a net loss of $516,933 on
$1.4 million of revenue for the three months ended September 30,
2009, compared with a net loss of $567,770 on $2.3 million of
revenue for the same period of 2008.

The Company's balance sheet as of September 30, 2009, showed
$4.7 million in assets and $10.9 million of debts, for a
stockholders' deficit of $6.1 million.

The Company had an accumulated deficit of $14.6 million and
incurred net loss attributable to Kiwa shareholders of roughly
$2.0 million during the nine months ended September 30, 2009.
"This trend is expected to continue.  These factors create
substantial doubt about the Company's ability to continue as a
going concern."

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

                http://researcharchives.com/t/s?579a

Claremont, Calif.-based Kiwi Bio-Tech Products Group Corporation
has have established two subsidiaries in China: (1) Kiwa Shandong
in 2002, a wholly-owned subsidiary, engaging in bio-fertilizer
business, and (2) Tianjin Kiwa Feed Co., Ltd. in July 2006,
engaging in bio-enhanced feed business, of which the Company holds
80% equity.


KPT ENTERPRISES: Court OKs Continued Access to Lenders' Cash
------------------------------------------------------------
The Hon. Marcia Phillips Parsons of the U.S. Bankruptcy Court for
the Eastern District of Tennessee extended until March 16, 2010,
KPT Enterprises, LLC's access to its lenders' cash collateral.

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

As reported in the Troubled Company Reporter on January 12, 2010,
the Debtor leases the equipment to Morristown Driver's Service,
Inc.  In exchange for leasing the vehicles, MDS conducts all the
maintenance on the equipment, pays the insurance and remits
monthly payments to the Debtor.

The Debtor is also authorized to continue using the tractors and
trailers leased to MDS and the cash proceeds thereof and offers to
provide adequate protection to the secured parties or purchase
lessors.  Insurance will be maintained on the equipment for the
valuation currently at the level of $6,065,000.  Insurance is
generally reduced by an estimated valuation of $10,000 per month
based on in-house evaluation.   Adequate protection payments will
be made in the amount of $20,000, which is in excess of two times
the amount that the tractors and trailers are diminished in value,
providing a continuing adequate protection payment to creditors.
The Debtor proposes to increase payments in the same proportion to
the extent that MDS increases rental payments to the Debtor.  A
replacement lien on the collateral and the equity cushion to the
same extent, priority, and validity on the prepetition lien.

Morristown, Tennessee-based KPT Enterprises, LLC, owns certain
over-the-road tractors and trailer rigs which it utilizes in
hauling freight on a commercial basis.  The Company filed for
Chapter 11 bankruptcy protection on December 30, 2009 (Bankr. E.D.
Tenn. Case No. 09-53521).  Dean B. Farmer, Esq., at Hodges,
Doughty & Carson PLLC, assists the Company in its restructuring
effort.  The Company listed $10,000,001 to $50,000,000 in assets
and $1,000,001 to $10,000,000 in liabilities.


LEHMAN BROTHERS: Elliot Management to Trade In Claims
-----------------------------------------------------
Elliott Management Corp. seeks court approval to implement an
information blocking process that would allow it to continue
trading in claims against Lehman Brothers Holdings Inc. and its
affiliated debtors.

Matthew Gold, Esq., at Kleinberg Kaplan Wolf & Cohen PC, in New
York, says the proposed process would ensure that Elliot would
not violate its fiduciary duties as member of the Official
Committee of Unsecured Creditors Committee even if it trades in
securities and bank debt against the Debtors.

"Although members of the [Creditors] Committee owe fiduciary
duties to the creditors of these estates, Elliott also has
fiduciary duties to maximize returns to its clients through
trading securities," Mr. Gold says.  He points out that Elliot
may risk the loss of a beneficial investment opportunity for
itself and its clients if barred from trading the claims during
the pendency of the Debtors' bankruptcy cases.

Mr. Gold adds the process would prevent Elliott's trading
personnel from using or misusing nonpublic information obtained
by its personnel who are engaged in Creditors Committee-related
activities, and also would preclude them from receiving
inappropriate information regarding Elliott's trading in the
claims in advance of those trades.

The proposed information blocking process is detailed in a
declaration filed by Jonathan Pollock, Global Head of Situational
Investing of Elliot, a copy of which is available for free at
http://bankrupt.com/misc/LBHI_ElliotInfoBlockingProcess.pdf

The Court will hold a hearing on March 17, 2010, to consider
approval of the request.  Deadline for filing objections is
March 12, 2010.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: LBI Trustee Proposes Barclays-HWA Deal
-------------------------------------------------------
James Giddens, the court-appointed trustee of Lehman Brothers
Inc., asks the U.S. Bankruptcy Court for the Southern District of
New York to approve a settlement between HWA 555 Owners LLC and
Barclays Capital Inc.

The deal was hammered out to settle the lawsuit HWA filed against
LBI in 2009, which sought declaratory judgment that the LBI
Trustee had assumed a lease agreement between the companies in
connection with the sale of LBI's assets to Barclays.

Under the deal, HWA will receive payment of $1 million from
Barclays following approval of the settlement and will be granted
an allowed administrative claim against LBI in the sum of
$250,000.  In return, HWA will dismiss the lawsuit against LBI.

HWA, Barclays and the Trustee also agreed to release each other
from all claims under the deal.

The deal is formalized in a 9-page stipulation, a full-text copy
of which is available without charge at:

        http://bankrupt.com/misc/LBHI_StipHWA&Barclays.pdf

The Court will hold a hearing on March 23, 2010, to consider
approval of the settlement.  Deadline for filing objections is
April 14, 2010.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Seeks to Hire Deloitte as Tax Advisor
------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
court approval to employ Deloitte Tax LLP as their tax services
provider nunc pro tunc to November 1, 2008.

As tax services provider, Deloitte is tasked to:

  (1) assist the Debtors in analyzing sales and use tax filings
      made for the years 2004 to 2008;

  (2) assist the Debtors in assessing returns and identifying
      instances of overpayment of either sales or use tax by the
      Debtors;

  (3) assist the Debtors in preparing claims for refund of any
      identified overpayments;

  (4) support the Debtors in reviewing these claims by
      interacting with the taxing authorities;

  (5) assist the Debtors in documenting their filing of a zero
      fixed base percentage with respect to their claim of a
      research and development credit on their tax return
      pursuant to Internal Revenue Code Section 41;

  (6) assist the Debtors in connection with tax matters related
      to their meal and entertainment expenditures for 2008;

  (7) assist the Debtors in connection with certain
      Internal Revenue Service and state examinations related to
      matters on which Deloitte has previously advised the
      Debtors;

  (8) assist the Debtors with respect to the maintenance of any
      licenses, registrations, or certificates with respect to a
      particular business line;

  (9) assist the Debtors with respect to tax matters related to
      FIN 48 issued by the Financial Accounting Standards Board;
      and

(10) assist the Debtors with respect to tax matters related to
      specific transactions for which Deloitte had previously
      advised the Debtors.

Deloitte will be paid of its services on an hourly basis and will
be reimbursed for its expenses.  The firm's professionals will be
paid at these hourly rates:

  Professionals                 Hourly Rates
  -------------                 ------------
  Partner/Principal/Director    $850 - $965
  Senior Manager                $675 - $825
  Manager                       $550 - $700
  Senior and Staff              $200 - $560

The Debtors will also indemnify Deloitte for all claims excluding
those stemming from gross negligence, bad faith or intentional
misconduct of the firm.

In a declaration, Samuel Lowenthal, a partner at Deloitte,
assures the Court that his firm does not hold or represent any
interest adverse to the Debtors

The Court will hold a hearing on March 17, 2010, to consider
approval of the proposed employment.  Deadline for filing
objections is March 12, 2010.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Wants to Employ Kleyr as Special Counsel
---------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
court approval to employ Luxembourg-based Kleyr Grasso Associes
as their special counsel effective June 1, 2009.

The Debtors tapped the firm to provide them legal assistance on
matters concerning their subsidiaries or affiliates in
Luxembourg.

Prior to the proposed employment, Kleyr Grasso has served as
"ordinary course" professional of the Debtors, assisting in
particular their bankruptcy professionals in negotiations with
the public prosecutor in Luxembourg to prevent compulsory
liquidation of some Luxembourg-based Lehman units.  Kleyr
Grasso's fees and expenses, however, exceeded the $1 million
compensation cap for ordinary course professionals, prompting the
Debtors to retain the firm as a professional pursuant to Sections
327 and 328 of the Bankruptcy Code.

Kleyr Grasso will be paid for its services on an hourly basis and
will be reimbursed for its expenses.  The firm's hourly rates
are:

  Professionals                Hourly Rates
  -------------                ------------
  Partners                        EUR385
  Senior Associates               EUR275
  Associates                      EUR235
  Junior Associates               EUR175

Marc Kleyr, Esq., at Kleyr Grasso, assures the Court that his
firm does not hold or represent interest adverse to the Debtors
or their estates.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Wants to Hire Business Process Outsourcer
----------------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors seek
court approval to employ Omnium LLC as their business process
outsourcer pursuant to Sections 105(a) and 363(b) of the
Bankruptcy Code.

The Debtors tapped the firm for their continued access to data
processing and workflow automation support services.  Currently,
the Debtors depend on Barclays' personnel to help them access the
information technology infrastructure to manage and service their
assets pursuant to a transition services agreement, which is set
to expire on March 22, 2010.

The IT infrastructure was previously owned by the Debtors, which
had been sold to Barclays Capital Inc. as part of the sale of
their North American broker-dealer business.

As business process outsourcer, Omnium will be tasked to provide
data processing and workflow automation support services to the
Debtors.  Under a master services agreement with the Debtors,
Omnium also agreed to provide technology to, among other things,
support fund accounting and reporting, and to host a database
that would serve as reference for information about certain
classes of the Debtors' assets.

Omnium will be paid for its services on an hourly basis and will
be reimbursed for its expenses.  The rate ranges from $225 an
hour for staff members to $750 for managing directors during the
implementation phase of the firm's services, and from $175 to
$500 after the initial transition.

The Debtors' attorney, Richard Krasnow, Esq., at Weil Gotshal &
Manges LLP, in New York, says the proposed outsourcing would help
the Debtors save about $13.5 million annually.

Mr. Krasnow adds that Omnium's services will be limited to data
processing and workflow automation, and that the firm is "not a
professional person of the kind" contemplated by Section 327(a)
of the Bankruptcy Code.

The Court will hold a hearing on March 17, 2010, to consider
approval of the proposed employment.  Deadline for filing
objections is March 12, 2010.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Wins Approval of GTH Settlement
------------------------------------------------
Lehman Brothers Holdings Inc. and its affiliated debtors obtained
approval from Judge James Peck of the U.S. Bankruptcy Court for
the Southern District of New York to enter into a settlement
agreement with GTH LLC and GT Investment Company I, LLC.

GT Investment is a wholly-owned, non-debtor subsidiary of LBHI
established to hold membership interests in GTH LLC.  GT
Investment's only assets are its membership interests in GTH, and
LBHI is its primary creditor.  GT Investment initially acquired a
membership interest in GTH in October 2007 and subsequently
increased its interests pursuant to three additional investments.
GT Investment has invested about $35 million and currently holds
3,429.71 Class A-1 Units or 20% of the equity of GTH.

In October of 2008, GTH, a subprime mortgage loan servicer, raised
an additional $70 million in capital by issuing five year
convertible notes.  While GT Investment was offered its
contractually agreed-upon preemptive rights under the Limited
Liability Company Agreement of GTH dated December 31, 2007, at
that time, GT Investment declined to invest in the convertible
notes based on concerns about GTH's long-term viability.  The
convertible notes contained a "full ratchet anti-dilution"
provision, which was punitive to existing members of GTH, such as
GT Investment, that did not exercise their pro rata participation
rights to acquire convertible notes.

GT Investment claimed it had a consent right under the Limited
Liability Company Agreement and, pursuant to such claimed right,
the company notified GTH that it did not consent to the issuance
of the convertible notes, which was disputed by GTH.  GT
Investment did not pursue litigation with respect to the issuance
of the convertible notes and, instead, initiated negotiations with
GTH for, among other things, the acquisition by GTH of the Class
A-1 Units.

            The Membership Interest Sale Transaction

Subsequent to the Petition Date, the Debtors and their advisors
identified these considerations in evaluating their options
vis-a-vis GT Investment's interest in GTH:

   (1) Viability of GTH's business.  As a general matter, market
       conditions for loan servicers will be challenging in the
       near term and the residual values for whole loan
       investments and securitizations have fallen and will
       continue to be unstable.  Moreover, delinquency ratios
       have increased in GTH's portfolio and are expected to
       remain high in the near to medium term.  Compounding these
       issues, the asset classes that GTH primarily focused on,
       manufactured housing loans, home equity lines of credit,
       and recreational vehicle loans, typically contain lower
       credit qualities.

   (2) Necessity of additional capital contribution.  Based on a
       conservative estimate, GTH will require in excess of
       $100 million in additional capital in the near future to
       replace expiring debt facilities; replace a line of credit
       to cover margin calls on interest rate swaps; and acquire
       master servicing rights to grow its business.  Given the
       full ratchet anti-dilution provision in the convertible
       notes, the Debtors would be forced to participate in the
       notes and provide additional funding to avoid having GT
       Investment's ownership interest in GTH significantly
       diluted.

Based primarily on these considerations, the Debtors determined to
seek a buyer for the Class A-1 Units, according to Lori Fife,
Esq., at Weil Gotshal & Manges LLP, in New York.  She points out,
however, that the units are subject to certain transfer
restrictions contained in the Limited Liability Company Agreement.

Seeking to avoid the delay and expense inherent in challenging the
transfer restrictions, the Debtors reached out to GTH to determine
the company's interest in repurchasing the Class A-1 Units, Ms.
Fife relates.

Following negotiations, LBHI, GTH and GT Investment entered into a
purchase agreement dated April 13, 2009, under which GT Investment
consented to sell the Class A-1 Units to GTH for $17 million, and
withdraw as a member of GTH.  In turn, GTH will purchase the Class
A-1 Units from GT Investment and will immediately cancel all such
units, extinguishing any interests and obligations that GT
Investment may have had in GTH.  As a result, all rights, powers
and privileges granted by the Limited Liability Company Agreement
to LBHI, as sole member of GT Investment, will be terminated.

The Purchase Agreement contains important provisions, one of which
requires that GT Investment and LBHI deliver a release to GTH.
The Release contemplates that GT Investment and LBHI will waive
any claims that may have accrued to them pursuant to the issuance
or the terms of the convertible notes.  It does not release,
however, any obligations of Lehman pursuant to Flow Subservicing
Agreements that Lehman Capital and Lehman Brothers Bank, FSB
signed with Green Tree Servicing LLC.

The Purchase Agreement also contains certain provisions regarding
the non-solicitation of alternative transactions and further
assurances.  Specifically, section 9.1(a) of the Purchase
Agreement provides that GT Investment and LBHI should not directly
or indirectly:

   (1) solicit, participate or continue to participate in any
       discussion or negotiations with any person other than GTH
       regarding the sale of the Class A-1 Units; the sale of the
       equity of GT Investment; the merger, reorganization,
       amalgamation, dissolution or similar transaction involving
       GT Investment; or any "alternative transaction" involving
       GT Investment or its assets that would impede, delay,
       impair or prevent, or be competitive with, the
       transactions contemplated by the Purchase Agreement;

   (2) enter into or agree to enter into any agreement with
       respect to any alternative transaction; or

   (3) furnish to any person any information, or take any other
       action to facilitate any inquiries or the making of any
       proposal, with respect to any alternative transaction.

The Purchase Agreement also contains a "non-interference
provision," which requires GTH, GT Investment and LBHI to execute
and deliver all additional instruments and agreements, and to take
such further actions in order to evidence or carry out the
provisions of the Purchase Agreement or to consummate the
transactions contemplated therein.

According to Ms. Fife, each of the parties agrees not to take any
action that would result in any of the conditions set in the
Purchase Agreement not being satisfied or satisfaction of those
conditions being materially delayed.

From April 13, 2009, and following the closing of the sale of the
Class A-1 Units, GT Investment and LBHI agree not to take,
directly or indirectly, any action in the chapter 11 cases or
otherwise that would adversely impact GTH with respect to the
transactions contemplated by the Purchase Agreement, Ms. Fife
relates.

"In the case of a breach of the non-interference provision of the
Purchase Agreement by LBHI, GTH's remedies are limited to
equitable relief in the form of an injunction or specific
performance," Ms. Fife says.

By this motion, the Debtors seek the Court's authority to enter
into the Release and the non-interference provision; and take all
corporate actions necessary to comply with their other obligations
under the Purchase Agreement.

"From LBHI's perspective, the Release benefits its estate by
eliminating the estate's exposure to GTH by terminating LBHI under
the [Limited Liability Company Agreement]," Ms. Fife says.

These obligations, Ms. Fife says, include LBHI's covenant to (i)
own, directly or indirectly, 100% of the membership interests in
GT Investment, and cause GT Investment to comply with its
obligations under the Limited Liability Company Agreement.

"The only prospective claims [GT Investment] and LBHI are aware
that they will be giving up, pursuant to the Release, are claims
related to the issuance of the [convertible notes].  Any
resolution of that issue would likely entail litigation that
would be costly, time consuming and, even if successful, damaging
to the value of [GT Investment's] interest in GTH," Ms. Fife
further says.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: Vernon Healy Files Investor Claim Against UBS
--------------------------------------------------------------
The Vernon Healy investor advocacy law firm filed an $800,000
claim March 9 against UBS and accused the brokerage of committing
gross misconduct when it marketed and sold $800,000 worth of
Lehman principal protected notes to a Houston businessman as a
safe and conservative "principal protected" investment in November
2007.

UBS designed the Lehman structured product and marketed it to its
customers as safe and 100 percent "principal protected" even
though in reality, the principal protected notes were essentially
an unsecured loan to now-bankrupt Lehman Brothers, according to
the Vernon Healy claim filed.

The claim, filed before FINRA, the Financial Industry Regulatory
Authority, seeks compensatory and punitive damages against UBS on
behalf of the investor.  The Vernon Healy law firm has filed
almost $2 million in claims against UBS on behalf of Lehman note
investors in the past month alone.

These UBS-designed investment products supplied Lehman Brothers
(Pink Sheets:LEHMQ) with an infusion of unsecured loans from main
street investors as Lehman Brothers' solvency became a concern,
according to the claim.  The Lehman Brothers bankruptcy in
September 2008 left Lehman note holders standing essentially at
the back of the line as unsecured creditors.

After Lehman declared bankruptcy, the Texas investor received his
October 2008 monthly statement, which dropped the value of the
investment from $818,000 to zero, the claim states.  This complete
loss of valuation was contrary to the representation by UBS that
the structured product was "principal protected," according to the
claim.

As the architect of these particular Lehman structured products,
UBS knew or should have known of Lehman's precarious financial
position, but UBS urged its financial advisors to sell Lehman
principal protected notes as safe to their clients, according to
the claim.

Written material obtained by Vernon Healy as part of its pre-
filing investigation shows that UBS disseminated misleading
product descriptions to its financial advisors that portrayed the
Lehman notes as investments that put none of the investor's
principal at risk, the claim states.

New Hampshire securities regulators have taken action against UBS
for deceptive practices involving Lehman Brothers Asian Currency
Basket Principal Protected Notes, the same product sold to the
Texas investor filing today's claim.

International investors, particularly from the UK, were pitched
Lehman structured notes by affiliates of Credit Suisse, Citi Bank
and UBS.

Vernon Healy is a Naples, Florida law firm that represents
investors who are victims of stock fraud and stock losses due to
broker fraud and brokerage firm fraud and misconduct.  Vernon
Healy securities attorneys are experienced in securities
arbitration and business litigation and assist clients in
recovering losses caused by all manner of financial fraud and
negligence.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition
listed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in
U.S. history.  Several other affiliates followed thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On September 19, 2008, the Honorable Gerard E. Lynch, Judge of the
U.S. District Court for the Southern District of New York, entered
an order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI

The Bankruptcy Court has approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for
US$1.75 billion.  Nomura Holdings Inc., the largest brokerage
house in Japan, purchased LBHI's operations in Europe for US$2
plus the retention of most of employees.  Nomura also
bought Lehman's operations in the Asia Pacific for US$225 million.

               International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on September 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other insolvency
and bankruptcy proceedings undertaken by its affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


LIFE FUND: Jeff Marwil Confirmed as Chapter 11 Trustee
------------------------------------------------------
Judge A. Benjamin Goldgar of the United States Bankruptcy Court in
Chicago confirmed a creditors' election of Jeff Marwil as chapter
11 trustee in the consolidated cases of Life Fund, 5.1 LLC; Life
Fund, 5.2, LLC; Houston Tanglewood Partners, LLC; A&O Resource
Management, LP.; A&O Life Fund, LLC; A&O Bonded Life Assets, LLC;
and A&O Bonded Life Settlement, LLC, overruling the objections of
the U.S. Trustee's Office and of the original chapter 11 trustee,
Patrick Collins, who was appointed by the U.S. Trustee's Office at
the beginning of the bankruptcy case.  Jeff Marwil is an attorney
with Proskauer, Rose in Chicago.

The cases involve over 722 investors in bonded, life settlement
contracts who appear to have been defrauded in their investment.
The bankruptcy estates, however, include sizeable interests in
life insurance policies.  Most of the investors live in Texas.

The election of Mr. Marwil was invoked and won by a Group of
Investors represented by Houston counsel Deborah J. Fritsche and
Lori Hood with the Johnson, Trent, West & Taylor law firm, and
local Chicago counsel Brian M. Graham of SmithAmundsen.  Johnson
Trent and SmithAmundsen are members of USLAW NETWORK, a national
organization composed of over 60 independent, defense-based law
firms with over 4,000 attorneys covering the United States and
Mexico.

At Johnson Trent, a successful legal practice is measured by the
outcomes achieved for clients.  Respecting client needs and
understanding their business is at the heart of what we do.  It is
critical to immerse ourselves in our clients' businesses -- taking
on complex matters in order to exceed client expectations.  With
more than 25 litigators, we have the depth to serve all civil
litigation needs.


LINEAR TECHNOLOGY: Capital World Holds 11.1% of Common Stock
------------------------------------------------------------
Capital World Investors in Los Angeles, California, disclosed that
as of December 31, 2009, it may be deemed to beneficially own
24,835,174 shares or roughly 11.1% of the common stock of Linear
Technology Corporation.

Milpitas, California-based Linear Technology Corporation (NASDAQ-
LLTC) -- http://www.linear.com/-- manufactures high performance
linear integrated circuits, including high performance amplifiers,
comparators, voltage references, monolithic filters, linear
regulators, DC-DC converters, battery chargers, data converters,
communications interface circuits, RF signal conditioning
circuits, uModuleO products, and many other analog functions.

Linear Technology reported $1.512 billion in total assets and
$1.627 billion in total liabilities resulting to a $114 million in
stockholders' deficit as of December 27, 2009.


LINEAR TECHNOLOGY: Growth Fund Holds 8.9% of Common Stock
---------------------------------------------------------
The Growth Fund of America, Inc., in Los Angeles, California,
disclosed that as of December 31, 2009, it may be deemed to
beneficially own 9,850,000 shares or roughly 8.9% of the common
stock of Linear Technology Corporation.

The Growth Fund of America is an investment company registered
under the Investment Company Act of 1940.  It is advised by
Capital Research and Management Company.  CRMC manages equity
assets for various investment companies through two divisions,
Capital Research Global Investors and Capital World Investors.
These divisions generally function separately from each other with
respect to investment research activities and they make investment
decisions and proxy voting decisions for the investment companies
on a separate basis.

Milpitas, California-based Linear Technology Corporation (NASDAQ-
LLTC) -- http://www.linear.com/-- manufactures high performance
linear integrated circuits, including high performance amplifiers,
comparators, voltage references, monolithic filters, linear
regulators, DC-DC converters, battery chargers, data converters,
communications interface circuits, RF signal conditioning
circuits, uModuleO products, and many other analog functions.

Linear Technology reported $1.512 billion in total assets and
$1.627 billion in total liabilities resulting to a $114 million in
stockholders' deficit as of December 27, 2009.


LINEAR TECHNOLOGY: State Farm Mutual Holds 7.35% of Common Stock
----------------------------------------------------------------
Bloomington, Illinois-based State Farm Mutual Automobile Insurance
Company and its affiliates disclosed that as of December 31, 2009,
they may be deemed to beneficially own in the aggregate 16,736,064
shares or roughly 7.35% of the common stock of Linear Technology
Corporation.

Milpitas, California-based Linear Technology Corporation (NASDAQ-
LLTC) -- http://www.linear.com/-- manufactures high performance
linear integrated circuits, including high performance amplifiers,
comparators, voltage references, monolithic filters, linear
regulators, DC-DC converters, battery chargers, data converters,
communications interface circuits, RF signal conditioning
circuits, uModuleO products, and many other analog functions.

Linear Technology reported $1.512 billion in total assets and
$1.627 billion in total liabilities resulting to a $114 million in
stockholders' deficit as of December 27, 2009.


LIONS GATE: S&P Changes Outlook to Negative; Affirms 'B-' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
British Columbia-domiciled and Santa Monica, California-
headquartered Lions Gate Entertainment Corp. and its subsidiary,
Lions Gate Entertainment Inc., to negative from stable.  At the
same time, S&P affirmed ratings on Lions Gate, including the 'B-'
corporate credit rating.

"The outlook change is in response to the announcement of an
unsolicited tender offer from Carl Icahn to acquire up to
13.2 million of Lions Gate's common shares," explained Standard &
Poor's credit analyst Deborah Kinzer.

Together with the stock Mr. Icahn already owns, this would
increase his stake to about 29.9% of the company's outstanding
common shares.  Lions Gate's bank agreements contain a change-of-
control event of default, in which a change of control is defined
as ownership of more than 20% of the company's common shares.  A
successful tender offer by Mr. Icahn, therefore, could trigger an
event of default, which Lions Gate's banks could decide not to
waive.  Conversely, the company could take actions to fend off his
efforts but that could cause its credit measures to deteriorate
from their already weak levels.

S&P's 'B-' rating on Lions Gate reflects the company's high debt
leverage and negative discretionary cash flow, volatile EBITDA,
limited liquidity, and track record of growth through acquisition.
Minimally offsetting these factors are the company's position as
an important U.S. film producer, its film and TV library of about
12,000 titles, and some degree of business diversification
provided by its TV production operations and fledgling media
networks investments.

For the 12 months ended Dec. 31, 2009, lease-adjusted EBITDA
coverage of total interest was thin at 1.4x, and EBITDA coverage
of cash interest was slightly better, at 1.8x.  Lease-adjusted
debt (excluding TV Guide Network mandatorily redeemable preferred
stock) to EBITDA as of Dec. 31, 2009, was high, at 10x.  When film
financing is included in debt, lease-adjusted leverage rises to
17x.  Discretionary cash flow was negative for the 12 months ended
Dec. 31, 2009, because of film investments that operations could
not finance.


LOWER BUCKS: Has Access to Bondholders' Cash Until April 2
----------------------------------------------------------
The Hon. Eric L. Frank of the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania, in a second interim order,
authorized Lower Bucks Hospital, et al., to use the cash securing
repayment of loan with The Bank of New York Mellon Trust Company,
N.A., until April 2, 2010.

The Bank of New York Mellon Trust Company, N.A., is the trustee
for the Borough of Langhorne Manor Higher Education and Health
Authority Hospital Revenue Bonds, Series of 1992.

A final hearing on the Debtors' access to the cash collateral will
be held on March 31, 2010, at 11:00 a.m.  Objections, if any, are
due on March 29, 2010.

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

As of the petition date, the aggregate amount of prepetition
indebtedness is $24,870,000, exclusive of any interest and other
amounts that may be due and owing.

In exchange for using the cash collateral, the Debtors will grant
the prepetition lenders (i) a replacement lien in unrestricted
gross revenues received by the Lower Buck Hospital subsequent to
the Petition Date; (ii) a lien on and security interest in LBH's
real estate, subject to that certain lien of the Township of
Bristol in the principal amount of $133,000; and (iv) a
superpriority claim.  The liens and superpriority expense claims
are subject to carve out covering fees payable to the U.S. Trustee
and the Clerk of the Bankruptcy Court, and unpaid professional
fees, among others.

                   About Lower Bucks Hospital

Bristol, Pennsylvania-based Lower Bucks Hospital is a nonprofit
hospital based in Bristol, Pennsylvania.  The Hospital is
currently licensed to operate 183 beds.  Together with affiliates
Advanced Primary Care Physicians and Lower Bucks Health
Enterprises, Inc., Lower Bucks owns a 36-acre campus with several
medical facilities.  The Hospital's emergency room serves
approximately 30,000 patients annually.  For the fiscal year
ending June 30, 2009, Lower Bucks had $114 million in consolidated
revenues.

The Hospital filed for Chapter 11 bankruptcy protection on
January 13, 2010 (Bankr. E.D. Pa. Case No. 10-10239).  The
Hospital's affiliates -- Lower Bucks Health Enterprises, Inc, and
Advanced Primary Care Physicians also filed Chapter 11 petitions.
Jeffrey C. Hampton, Esq., and Adam H. Isenberg, at Saul Ewing LLP,
assist the Hospital in its restructuring effort.  Donlin, Recano &
Company, Inc., is the Hospital's claims and notice agent.  The
Hospital listed $50,000,001 to $100,000,000 in assets and
$50,000,001 to $100,000,000 in liabilities.


LYONDELL CHEMICAL: Parent Reports $317MM Operating Income for 2009
------------------------------------------------------------------
LyondellBasell Industries AF S.C.A. posted quarterly financial
results and for full year ended December 31, 2009.  The report was
prepared on February 28, 2010, but was made available on
LyondellBasell's Web site on March 1, 2010.

LyondellBasell had a loss from continuing operations of
$852 million in the fourth quarter 2009 compared to $649 million
in the third quarter 2009 as lower underlying operating results
were more than offset by the effects of lower reorganization and
impairment charges.  Underlying operating results were lower in
the fourth quarter 2009 due to lower margins on chemical products
and the effect of lower oxyfuels sales volumes and margins.  The
fourth quarter 2009 loss included after tax charges of
$644 million and $11 million related to reorganization items and
impairments, compared to $603 million and $140 million in the
third quarter 2009.  The fourth quarter 2009 impairment charges
primarily related to emissions allowances, while the third quarter
2009 impairment charges related to the carrying value of certain
equity investments as a result of weak current and projected
market conditions.

As to its full year 2009 results, LyondellBasell had operating
income of $317 million in 2009 compared to an operating loss of
$5,928 million in 2008.  Results in 2009 compared to 2008
reflected the benefits of LyondellBasell's cost reduction program,
offset by the unfavorable effects of lower product margins, sales
volumes, and currency exchange rates on non-U.S. operating income.
In contrast, results in 2008 were impacted by charges of
$4,982 million and $225 million for impairment of goodwill related
to the December 20, 2007 acquisition of Lyondell Chemical Company
by Basell AF S.C.A., and the carrying value of the Berre Refinery;
and a charge of $1,256 million to adjust LyondellBasell's
inventory to market value.

Moreover, LyondellBasell had a loss from continuing operations of
$2,866 million in 2009 compared to a loss from continuing
operations of $7,336 million in 2008.  In 2009, the loss from
equity investments for the O&P - EAI segment included charges of
$228 million for impairment of the carrying value of
LyondellBasell's equity investments in certain joint ventures.

A full-text copy of LyondellBasell's Full Year 2009 Results
is available for free at http://ResearchArchives.com/t/s?55b7

A full-text copy of LyondellBasell's discussion on the Full Year
2009 Results is available for free at:

                   http://ResearchArchives.com/t/s?55b8

                    LyondellBasell Industries AF S.C.A
                      Consolidated Balance Sheets
                        As of December 31, 2009

Assets
Current assets:
Cash and cash equivalents                        $558,000,000
Short-term investments                             11,000,000
Accounts receivable:
  Trade, net                                     3,092,000,000
  Related parties                                  195,000,000
Inventories                                     3,277,000,000
Prepaid expenses and other current assets       1,133,000,000
                                              ----------------
Total current assets                            8,266,000,000

Property, plant and equipment, net             15,152,000,000
Investments and long-term receivables:
Investment in PO joint ventures                   922,000,000
Equity investments                              1,085,000,000
Other investments and long-term receivables       112,000,000
Intangible assets, net                          1,861,000,000
Other assets                                      363,000,000
                                              ----------------
Total assets                                   $27,761,000,000
                                              ================

Liabilities and Equity
Liabilities not subject to compromise:
Current liabilities:
  Current maturities of long-term debt            $497,000,000
  Short-term debt                                6,182,000,000
  Accounts payable:
   Trade                                         1,627,000,000
   Related parties                                 501,000,000
  Accrued liabilities                            1,390,000,000
  Deferred income taxes                            170,000,000
                                              ----------------
Total current liabilities                      10,367,000,000

Long-term debt                                    305,000,000
Other liabilities                               1,361,000,000
Deferred income taxes                           2,081,000,000
Commitments and contingencies                               -
Liabilities subject to compromise               22,494,000,000
Stockholders' equity:
Common stock                                       60,000,000
Additional paid-in capital                        563,000,000
Retained deficit                               (9,313,000,000)
Accumulated other comprehensive loss             (286,000,000)
                                              ----------------
  LBI's share of stockholders deficit           (8,976,000,000)
Non-controlling interests                         129,000,000
                                              ----------------
  Total deficit                                 (8,847,000,000)
                                              ----------------
Total liabilities and equity                   $27,761,000,000
                                              ================

                  LyondellBasell Industries AF S.C.A.
              Unaudited Consolidated Statement of Income
                   For the Year Ended December 31, 2009

Sales and other operating revenues:
Trade                                         $30,207,000,000
Related parties                                   621,000,000
                                              ----------------
                                                30,828,000,000
Operating costs and expenses:
Cost of sales                                  29,372,000,000
Inventory valuation adjustment                    127,000,000
Impairments                                        17,000,000
Selling, general and administrative expenses      850,000,000
Research and development expenses                 145,000,000
                                              ----------------
                                                30,511,000,000
                                              ----------------
Operating income                                   317,000,000

Interest expense                                (1,795,000,000)
Interest income                                     18,000,000
Other income, net                                  325,000,000
                                              ----------------
Income (loss) from continuing operations
before equity investments, reorganization
items and income taxes                         (1,135,000,000)

Loss from equity investments                      (181,000,000)
Reorganization items                            (2,961,000,000)
                                              ----------------
Loss from continuing operations before
income taxes                                   (4,277,000,000)

Provision for (benefit from) income taxes       (1,411,000,000)
                                              ----------------
Loss from continuing operations                 (2,866,000,000)

Income from discontinued operations, net of tax      1,000,000
                                              ----------------
  NET LOSS                                     ($2,865,000,000)
                                              ================

                 LyondellBasell Industries AF S.C.A.
                 Consolidated Statement of Cash Flow
                 For the Year Ended December 31, 2009

Cash flows from operating activities:
Net income (loss)                             ($2,865,000,000)
(Income) loss from discontinued operations,
net of tax                                         (1,000,000)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities - continuing operations:
  Depreciation and amortization                  1,774,000,000
  Asset impairments                                 17,000,000
  Amortization of debt-related costs               347,000,000
  Inventory valuation adjustment                   127,000,000
  Equity investments -
   Equity (income) loss                            181,000,000
   Distributions of earnings                        26,000,000
  Deferred income taxes                         (1,399,000,000)
  Reorganization items                           2,961,000,000
  Reorganization-related payments                 (340,000,000)
  Unrealized foreign currency exchange gains      (193,000,000)
  Purchased in-process research and development              -
Changes in assets and liabilities that
provided (used) cash:
Accounts receivable                              (129,000,000)
Inventories                                       (40,000,000)
Accounts payable                                   99,000,000
Repayment of accounts receivable securitization
facility                                         (503,000,000)

Accrued interest                                  (19,000,000)
Prepaid expenses and other current assets        (329,000,000)
Other, net                                       (661,000,000)
                                              ----------------
Net cash used in operating activities -
continuing operations                            (788,000,000)
Net cash provided by operating activities -
discontinued operations                             1,000,000
                                              ----------------
  Net cash used in operating activities           (787,000,000)
                                              ----------------

Cash flows from investing activities:
Expenditures for property, plant and equipment   (779,000,000)
Proceeds from insurance claims                    120,000,000
Acquisition of businesses, net of cash and
debt acquired                                               -
Contributions and advances to affiliates           (4,000,000)
Proceeds from disposal of assets                   20,000,000
Short-term investments                             23,000,000
Other                                               9,000,000
                                              ----------------
Net cash used in investing activities            (611,000,000)
                                              ----------------
Cash flows from financing activities:
Net proceeds from issuance of DIP term loan
facility                                        1,992,000,000
Proceeds from note payable                        100,000,000
Repayment of note payable                        (100,000,000)
Repayment of DIP term loan facility                (6,000,000)
Net borrowings under DIP revolving credit
facility                                          325,000,000
Net borrowings (repayments) under prepetition
revolving credit facilities                      (766,000,000)
Net repayment on revolving credit facilities     (298,000,000)
Proceeds from short-term debt                      42,000,000
Repayment of short-term debt                       (6,000,000)
Issuance of long-term debt                                  -
Repayment of long-term debt                       (68,000,000)
Payment of debt issuance costs                    (93,000,000)
Changes in restricted cash                                  -
Dividends paid                                              -
Other, net                                        (21,000,000)
                                              ----------------
Net cash provided by financing activities       1,101,000,000
                                              ----------------
Effect of exchange rate changes on cash             (3,000,000)
                                              ----------------
Decrease in cash and cash equivalents             (300,000,000)
Cash and cash equivalents at beginning of period   858,000,000
                                              ----------------
Cash and cash equivalents at end of period        $558,000,000
                                              ================

LyondellBasell's selected financial data for the fourth quarter
ended December 31, 2009 are:

Sales and other operating revenues             $5,900,000,000
Operating income (loss)                          (141,000,000)
Income (loss) from equity investments             (20,000,000)
Reorganization items                             (948,000,000)
Net income (loss)                              (1,016,000,000)

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Proposes Lender Litigation Settlement
--------------------------------------------------------
In a joint request, Lyondell Chemical Co. and its units and the
Official Committee of Unsecured Creditors ask the Court to approve
a revised Lender Litigation Settlement they entered into with:

  (i) Financing Party Defendants consisting of Citibank, N.A.;
      Citibank International plc; and Citigroup Global
      Markets Inc.; Goldman Sachs Credit Partners, L.P. and
      Goldman Sachs International;, Merrill, Lynch, Pierce,
      Fenner & Smith and Merrill Lynch Capital Corporation; ABN
      AMRO Inc. and The Royal Bank of Scotland, N.V., f/k/a ABN
      Amro Bank N.V.; UBS Securities LLC and UBS Loan Finance
      LLC; LeverageSource III S.a.r.l.; Ares Management LLC;
      Bank of Scotland, DZ Bank AG; Kolberg Kravis Roberts & Co.
      (Fixed Income) LLC and UBS AG;

(ii) Wilmington Trust Company as trustee for 8.375% senior
      notes due 2015 in the principal amounts of $615 million
      and EUR500 million issued pursuant to a 2015 Notes
      Indenture; and

(iii) an ad hoc group of 2015 Noteholders composed of Arrowgrass
      Master Fund Ltd.; Arrowgrass Distressed Opportunities Fund
      Limited; Basso Credit Opportunities Holding Fund Ltd.;
      Basso Fund Ltd.; Basso Multi-Strategy Holding Fund Ltd.;
      Columbus Hill Partners, L.P.; Columbus Hill Overseas,
      Ltd.; CQS Directional Opportunities Master Fund Limited;
      Kivu Investment Fund Limited; Mariner LDC; Caspian Capital
      Partners, LP; Caspian Select Credit Master Fund, Ltd.; CVI
      GVF (Lux) Master S.a.r.l.; Fortelus Special Situations
      Master Fund Ltd., and Panton Master Fund, L.P.

The Debtors and Creditors Committee note that their request
supersedes the original Lender Litigation Settlement Motion dated
December 24, 2009; the Creditors Committee's objection; and the
Debtors' reply with respect to the Lender Litigation Settlement.

Counsel to the Debtors, George A. Davis, Esq., at Cadwalader,
Wickersham & Taft LLP, in New York, relates that the Revised
Settlement resolves all claims brought by the Creditors Committee
in an action against the Financing Party Defendants as a result
of a December 20, 2007 merger of Lyondell Chemical Company and
Basell AF S.C.A.  The Revised Settlement will provide eligible
unsecured creditors with a significant guaranteed recovery and
the opportunity to capture substantial additional recovery
through future litigation against the defendants in the Committee
Action who are not party to the Revised Settlement and other
matters, he notes.

Mr. Davis discloses that the Debtors, the Creditors Committee,
the Financing Party Defendants, Wilmington Trust Company, and the
2015 Notes Ad Hoc Group engaged in extensive further negotiations
and have made substantial progress toward resolution of the few
issues that remained open at the time the Revised Settlement was
announced on February 16, 2010.  All major terms of the
settlement appear to have been resolved and the parties are very
close to execution of definitive documentation for the settlement
agreement, he says.  Until that definitive documentation is
finalized, however, the parties to the Revised Settlement reserve
all rights as to both the agreement and related proposed order,
he relates.

The salient terms of the Revised Settlement are:

  (a) dismissal of all claims asserted against the Financing
      Party Defendants and Secured Lenders in the Committee
      Action and in the complaint in intervention of Bank of New
      York Mellon, and releases of these claims;

  (b) dismissal of all claims asserted by Wilmington Trust in
      the adversary proceeding against LyondellBasell Industries
      AF S.C.A.;

  (c) $450 million in settlement consideration, to be
      distributed on the effective date of any plan of
      reorganization to holders of General Unsecured Claims
      against Debtors that are subject to the Financing Party
      Defendants' secured or unsecured claims, including to
      holders of 2015 Notes Claims.  The $450 million consists
      of (i) $300 million in cash, and (ii) $150 million in
      Class A Shares of New Topco, funded by a $75 million
      reduction in the equity to be received by each of the
      Senior Secured Claim class and the Bridge Loan Claim class
      under the Debtors' Third Amended Joint Plan of
      Reorganization;

  (d) contribution to the Debtors' estates of the Financing
      Party Defendants' right to enforce all subordination and
      turnover provisions against the 2015 Noteholders pursuant
      to a December 20, 2007 Intercreditor Agreement;

  (e) discontinuance by the Debtors of claims asserted pursuant
      to Section 544 of the Bankruptcy Code in the Committee
      Action against former shareholders of pre-Merger Lyondell
      except for those claims against Access Industries and the
      director defendants in the Committee Action and
      abandonment by the Debtors of their rights to further
      pursue these claims.

  (f) a provision in the Amended Plan, for contribution by
      holders of General Unsecured Claims, the deficiency claims
      of the Secured Lenders and 2015 Notes Claims to a
      "Creditor Trust" of the state law claims of these holders
      for the avoidance of prepetition transfers by the Debtors;
      that Trust will be established for purposes of prosecution
      of the state law avoidance claims and distribution of
      proceeds of the claims;

  (g) transfer of (i) all remaining claims asserted in the
      Committee Action, and (ii) certain preference actions, to
      a "Litigation Trust" to be established under the Amended
      Plan for the purposes of prosecution and distribution of
      proceeds;

  (h) an order barring claims for contribution against settling
      defendants in the Committee Action and related provisions
      for the reduction of judgments against defendants who are
      not party to the Revised Settlement;

  (i) the agreement by holders of deficiency claims on account
      of Senior Secured Claims and Bridge Loan Claims that
      recoveries on account of these claims from settlement
      consideration are possible only from recoveries obtained
      by the Creditor Trust and the Litigation Trust, in the
      aggregate, in excess of the amounts needed to satisfy
      General Unsecured Claims and 2015 Notes Claims in full;

  (j) the grant of $20 million by the Debtors to fund the
      Creditor Trust and the Litigation Trust;

  (k) payment, as allowed administrative expenses, of certain
      fees and expenses of Wilmington Trust and the 2015 Notes
      Ad Hoc Group;

  (l) continued payment and reimbursement of the expenses of the
      prepetition agents;

  (m) indemnification of Deutsche Bank Trust Company as
      administrative agent under a Senior Secured Credit
      Agreement with the Debtors and Merrill Lynch Capital
      Corporation for actions taken to effectuate the
      transactions contemplated by the Revised Settlement;

  (n) elimination of the $250,000 limitation imposed by the DIP
      Financing Order upon the payment of the fees and expenses
      of the Creditors Committee in connection with
      investigating and prosecuting the claims asserted in the
      Committee Action, which will be payable subject to the
      compensation procedures established in the Debtors'
      Chapter 11 cases;

  (o) support, by the Creditors Committee, Wilmington Trust, and
      the 2015 Notes Ad Hoc Group, of the Amended Plan or any
      other plan proposed by the Debtors that is consistent with
      the Revised Settlement; and

  (p) withdrawal of any and all pending objections to the
      Amended Plan, its related disclosure statement, and the
      Debtors' motion to approve the Equity Commitment Agreement
      by the Creditors Committee, Wilmington Trust and the 2015
      Notes Ad Hoc Group subject to refiling only in the event
      the order approving the Revised Settlement is vacated,
      reversed, modified or amended prior to the date of payment
      of the $450 million under the Revised Settlement.

Mr. Davis asserts that approval of the Revised Settlement will
permit the Debtors to obtain the benefits of Chapter 11 by moving
on an expedited basis towards emergence from bankruptcy.  He
assures the Court that the Revised Settlement satisfies every
relevant test for approval of compromise under Rule 2019 of the
Federal Rules of Bankruptcy Procedure because it:

  * represents a reasonable balance between the risks of
    litigating the underlying disputes and the concrete benefits
    of settlement;

  * avoids multiple protracted litigations and provides certain
    recoveries;

  * benefits many different unsecured creditor constituencies as
    well as the Debtors' estates as a whole by advancing the
    reorganization process;

  * is supported by an overwhelming majority of the relevant
    parties-in-interest; and

  * is the product of arm's-length negotiations between the
    Debtors, the Creditors Committee, Wilmington Trust and the
    Financing Party Defendants, among others.

The effectiveness of the Revised Settlement is subject to the
entry by the Court of an order granting the Joint Motion and
approving the Revised Settlement, Mr. Davis clarifies.  The Court
will convene a hearing to consider the Joint Motion on March 11,
2010.  Objections are due March 9.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Rejects Reliance's $14.5 Bil. Bid
----------------------------------------------------
LyondellBasell Industries rejected Reliance Industries, Ltd.'s
$14.5 billion bid for the Company's assets, Bloomberg News
reports, citing two people briefed on the matter.

A creditor group led by Apollo Management, the private-equity firm
founded by Len Blavatnik, was said to have rejected Reliance's
bid, The New York Post reports, citing three Lyondell Chemical
Company creditors.

Rejection of Reliance's bid will help position Apollo Management
to merge Lyondell with its Hexion Specialty Chemicals, The Post
discloses.

One Lyondell creditor commented that Apollo knows Lyondell is
really valuable and Reliance is making a mistake by not offering
more, The Post says.  Similarly, another Lyondell creditor related
that Reliance's offer values $8 billion of the most senior
Lyondell debt about $2 billion less than where it's trading, The
Post adds.

Reliance previously increased its bid for LyondellBasell's assets
from $13 billion to $14.5 billion, but Lyondell creditors think
Reliance's bid is too low, The Post notes.

"Reliance is a value buyer," said Telly Zachariades, partner of
the Valence Group investment bank, The Post reports.  "Indian
billionaire Mukesh Ambani is not the kind of person to get caught
up in deal frenzy," Mr. Zachariades added.

                   Reliance will not Increase
                   $14.5 billion bid, Says Source

Reliance, however, does not intend to raise its bid again for
LyondellBasell, Dow Jones Newswires reports, citing a person close
to the deal who said that market conditions did not justify that.

"Anything that erodes shareholder value is not good," Jigar Shah
of research firm Kim Eng Securities, was quoted as saying.  "It's
better that the company goes for a more judicious acquisition
rather than pay a hefty price," Mr. Shah added, Dow Jones
Newswires relates.

Mr. Shah relates that Reliance may now look toward other
acquisitions, notes the report.  Indeed, an Economic Times report
discloses that Reliance is eyeing Canada's Value Creation, Inc. as
its next possible acquisition.  A source close to Reliance said
that the company's bid for LyondellBasell "is proving to be
expensive, The Economic Times says.  Reliance has time to raise
its bid but given the past record of seeking value in all its
purchases, it may not raise the bid, says The Economic Times.

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


LYONDELL CHEMICAL: Revises Plan as Creditors Settlement Reached
---------------------------------------------------------------
Lyondell Chemical Company and its debtor affiliates filed with the
United States Bankruptcy Court for the Southern District of New
York a modified Third Amended Joint Plan of Reorganization on
March 6, 2010.

The Modified 3rd Amended Plan was filed as an exhibit to the
Debtors' revised lender litigation settlement with the Official
Committee of Unsecured Creditors, Wilmington Trust Company,
Financing Party Defendants, and a 2015 Noteholders ad hoc group.

The Financing Party Defendants is composed of Citibank, N.A.;
Citibank International plc; and Citigroup Global Markets Inc.;
Goldman Sachs Credit Partners, L.P., and Goldman Sachs
International; Merrill, Lynch, Pierce, Fenner & Smith and Merrill
Lynch Capital Corporation; ABN AMRO Inc. and The Royal Bank of
Scotland, N.V., f/k/a ABN Amro Bank N.V.; UBS Securities LLC and
UBS Loan Finance LLC; LeverageSource III S...r.l.; Ares
Management LLC; Bank of Scotland, DZ Bank AG; Kolberg Kravis
Roberts & Co. (Fixed Income) LLC and UBS AG.

Wilmington Trust Company is the trustee for 8.375% senior notes
due 2015 in the principal amounts of $615 million and
EUR500 million issued pursuant to a 2015 Notes Indenture.

The ad hoc group of 2015 Noteholders is composed of Arrowgrass
Master Fund Ltd.; Arrowgrass Distressed Opportunities Fund
Limited; Basso Credit Opportunities Holding Fund Ltd.; Basso Fund
Ltd.; Basso Multi-Strategy Holding Fund Ltd.; Columbus Hill
Partners, L.P.; Columbus Hill Overseas, Ltd.; CQS Directional
Opportunities Master Fund Limited; Kivu Investment Fund Limited;
Mariner LDC; Caspian Capital Partners, LP; Caspian Select Credit
Master Fund, Ltd.; CVI GVF (Lux) Master S.a.r.l.; Fortelus
Special Situations Master Fund Ltd., and Panton Master Fund, L.P.

Under the Modified Third Amended Plan, modifications were made in
a manner consistent with the terms agreed to in the Revised
Lender Litigation Settlement, relates counsel for the Debtors,
George A. Davis, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York.

Mr. Davis notes that the Revised Settlement resolves all claims
brought by the Creditors Committee in an action filed against the
Financing Party Defendants as a result of a December 20, 2007
merger of Lyondell Chemical Company and Basell AF S.C.A.

In light of the filing of the Modified Third Amended Plan, the
Court has rescheduled the hearing to consider the adequacy of the
Disclosure Statement from March 8, 2010, to a date yet to be
determined.  The rescheduled hearing date will be announced in a
further notice, Mr. Davis says.

                 Modifications to the Plan

The Modified Third Amended Plan provides that on or before the
effective date of the Plan, Reorganized LyondellBasell will enter
into an Exit Facility and grant all liens and security interests
provided under that Exit Facility.  The applicable Reorganized
Debtors that are guarantors under the Exit Facility will issue the
guarantees, liens and security interests.  The Exit Facility will
be on terms and conditions set forth in a Plan Supplement to be
filed with the Court.

In full and complete satisfaction of their claims against "Obligor
Non-Debtors" and Debtor Basell Germany Holdings GmbH, if any, and
pursuant to distributions in connection with a Global
Restructuring and pursuant to the Amended Plan, each holder of
Senior Secured Claims will receive its pro rata share of 100% of
the Class A Shares allocable to the net value of Debtor
LyondellBasell Industries AF S.C.A. and non-Debtor LyondellBasell
Industries Holdings B.V. and any of their direct and indirect
subsidiaries, subject to dilution on account of the Equity
Compensation Plan and the New Warrants.

LyondellBasell Industries N.V., referred to as New Topco will
distribute any Class A shares and Cash payable to holders of
Allowed 2015 Notes Claims under the Amended Plan.

All references to Senior Secured Claims has also been revised to
Senior Secured Facility Claims.

           Millennium Custodial/Environmental Trusts

According to the Modified Third Amended Plan, by virtue of
Lyondell Chemical's transfer of its equity interests in Debtor
Millennium Chemicals, Inc. to the Millennium Custodial Trust,
MCI's subsidiaries will be under the direct or indirect control
of the trustee to the Millennium Custodial Trust.  Each holder of
an Allowed Claim against any other "Schedule III Obligor Debtor"
will receive, in full and complete satisfaction of its Allowed
Claim, Participation Rights, but excluding any amounts for
postpetition interest of post-Effective Date interest.  A list of
Schedule III Obligor Debtors is available for free at:

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

The Millennium Trust Trustee will appoint the directors of MCI and
in turn, these directors will appoint the officers of MCI.
Moreover, the Millennium Trust Trustee may establish a reserve on
account of claims that are disputed with respect to MCI.  The
Millennium Trust Trustee may, for U.S. federal income tax
purposes, (i) make an election pursuant to Section 1.468b-9 of the
Internal Revenue Code to treat the MCI Reserve as a "disputed
ownership fund," (ii) allocate taxable income or loss to the MCI
Reserve, with respect to any given taxable year, and (iii)
distribute assets from the MCI Reserve as, when, and to the
extent, those Disputed Claims are resolved.

An Environmental Custodial Trust will also be formed pursuant to
an Environmental Custodial Trust Agreement.  In the event the
trustee under the Environmental Trust dies, is disabled, removed
or resigns for any reason, the U.S. Environmental Protection
Agency will designate a successor.

                      Litigation Trust

Mr. Davis notes that a Litigation Trust Agreement will be
executed, and the claims of defendants in the Committee Action
who are not party to the Revised Settlement and any preference
claim to be waived or settled as part of the Revised Settlement,
referred as "Assigned Preference Claims" will be assigned to a
Litigation Trust.

The Litigation Trust is authorized to prosecute the Assigned
Preference Claims for the benefit of (i) holders of Allowed
General Unsecured Claims and 2015 Notes Claim, who will receive a
Settlement Pro Rata Share of 90% of any net recoveries on
Assigned Preference Claims, and (ii) the Reorganized Debtors, who
will receive 10% of any net recoveries on Assigned Preference
Claims.  After the Excess Recovery Trigger Date, all Assigned
Preference Claims against present or former employees of the
Debtors will be extinguished.

To assist the Litigation Trust with respect to its initial
analysis of Assigned Preference Claims, the Debtors will provide
to the Creditors Committee and the Settling Defendants a
"preliminary preference report" by March 20, 2010, identifying
potential preference payments and recipients.

                        Creditor Trust

In addition, a Creditor Trust Agreement will be executed, notes
Mr. Davis.  On the Plan Effective Date, Abandoned Claims --
claims brought on behalf of the Debtors estates against former
shareholders of Lyondell in the Committee Action under Section
544 of the Bankruptcy Code -- will be discontinued by the Debtors
and the Debtors will be deemed to have abandoned any and all
right to further pursue the Abandoned Claims.

The Creditor Trust will be authorized to prosecute any and all
claims against former shareholders of Lyondell and their
successors or State Law Avoidance Claims that are contributed to
the Creditor Trust for the benefit of Creditor Trust
Beneficiaries, who will receive any recoveries on account of the
State Law Avoidance Claims, which will distributed to Creditor
Trust Beneficiaries in accordance with the Amended Plan and the
Creditor Trust Agreement.

The Creditor Trust will be operated by a trustee who will report
to a three-member advisory board.  The Creditor Trustee and the
members of the Creditor Trust Advisory Board will be distinct
individuals and will be appointed by the Creditors Committee in
its sole discretion.

Each of the trustee under the Litigation Trust or the Creditor
Trust may establish a reserve on account of Claims that are
Disputed.  The Creditor Trustee or Litigation Trustee may, for
U.S. federal income tax purposes, (i) make an election pursuant
to Internal Revenue Code Section 1.468B-9 to treat a reserve fund
under the Creditor Trustee of Litigation Trust as a disputed
ownership fund, (ii) allocate taxable income or loss to the CT or
LT Reserve, with respect to any given taxable year, and (iii)
distribute assets from the CT or LT Reserve as, when, and to the
extent, those Claims cease to be disputed.

The Creditor Trust will be dissolved no later than five years
from the Plan Effective Date.  Upon dissolution of the Creditor
Trust, any remaining Cash on hand and other assets will be
distributed to the Creditor Trust Beneficiaries in accordance
with the Creditor Trust Agreement.

On the Plan Effective Date, the Debtors will fund, as a grant, an
aggregate of $20 million to the Liquidation and Creditor Trusts
to pay for the costs and fees of prosecution of claims by the
Liquidation and Creditor Trusts and the costs of administration
of these Trusts.

              Dissolution of Creditors Committee

On the Effective Date, the Creditors Committee will be dissolved
and the members will be released and discharged of and from all
further authority and duties arising from and in connection with
the Debtors' Chapter 11 cases, and the retention of the Creditors
Committee's professionals will terminate.

                  Modified Claims Treatment

The Modified Third Amended Plan also provides modifications to
treatment of certain claims:

(1) Holders of Class 4 Senior Secured Claims will receive (i)
    pro rata share of 100% of Class A Shares based on the net
    value allocable to Debtor LyondellBasell Finance Company,
    and its subsidiaries, less the number of the Class A Shares
    provided to holders of Allowed Claims on account of
    distributions in Classes 5 and 7-C; (ii) a right to purchase
    its Rights Offering Pro Rata Share of Class B Shares, and
    (iii) a right to participate in Excess Recoveries from the
    Creditor Trust and the Litigation Trust.

(2) Holders of Class 5 Bridge Loan Claims will receive, in full
    and complete satisfaction for their claims, (i) a Pro Rata
    Share of the number of Class A Shares equivalent to 5.0% of
    the combined Class A and Class B Shares, less the number of
    Class A Shares at Plan value equal to $75 million, (ii) a
    Pro Rata Share of the New Warrants and (iii) a right to
    participate in the Excess Recoveries from the Litigation
    Trust and Creditor Trust.

(3) Holders of Class 7-A General Unsecured Claims against Non-
    Schedule III Obligor Debtors will receive Settlement Pro
    Rata Share of the Revised Settlement consideration.  The
    portion of the Settlement Consideration consisting of Class
    A Shares will be distributed in its entirety to holders of
    General Unsecured Claims and 2015 Notes Claims that have
    been allowed as of the Effective Date.  Non-Schedule III
    Obligor Debtors are the Obligor Debtors except the Schedule
    III Obligor Debtors.

(4) Holders of Class 7-B General Unsecured Claims that will
    recover more than 0% and less than 100% of their Claims are
    impaired and will be entitled to vote to accept or reject
    the Amended Plan.  Moreover, holders of Allowed General
    Unsecured Claims that will recover 100% of their Claims will
    be deemed to accept the Plan.  Holders of Allowed General
    Unsecured Claims that will recover 0% of their Claims will
    be deemed to reject the Plan.  A schedule of estimated
    recovery percentages for each Non-Obligor Debtor is
    available for free at:

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

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

(5) Holders of Class 7-C General Unsecured Claims and
    Senior/Bridge Guarantee Claims against Debtors Millennium
    Petrochemicals, Inc., Millennium Specialty Chemicals, Inc.
    and Millennium US Op Co. LLC are impaired and entitled to
    vote on the Amended Plan.  Each holder of an Allowed
    Senior/Bridge Guarantee Claim against MSC, MPI and MPCO will
    receive (i) in the aggregate, Class A Shares valued at no
    less than about $195 million and (ii) Class A Shares valued
    at no more than $90 million.  The maximum value
    distributable to holders of Allowed General Unsecured Claims
    and Senior/Bridge Guarantee Claims against MPCO, MPI and MSC
    will be $0, $214,935,341 and $70,578,926.  A schedule of
    estimated recovery percentages for each of MPI, MSC and
    MPCO is available for free at:

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

(6) Holders of Class 7-D General Unsecured Claims and
    Senior/Bridge Deficiency Claims against Schedule III Obligor
    Debtors are impaired.  Each holder of an Allowed General
    Unsecured Claim and Senior/Bridge Deficiency Claim against
    MCI will receive, in full and complete satisfaction of its
    claim against MCI, (i) beneficial trust interests in the
    Millennium Custodial Trust, which will entitle that holder
    to its Pro Rata Share of recoveries with respect to the
    assets of the Millennium Custodial Trust, including any
    recovery by MCI as a result of its direct or indirect
    ownership interest in its direct and indirect subsidiaries
    and (ii) its Settlement Pro Rata Share of the Settlement
    Consideration.

(7) For holders of Class 8 2015 Notes Claims Distributions, if
    certain 2015 Notes Plan Conditions are satisfied or waived
    pursuant to the Revised Settlement, the holders of Allowed
    2015 Notes Claims will receive their Settlement Pro Rata
    Share of the Settlement Consideration.  The 2015 Notes Plan
    Conditions are:

     (a) (1) Class 8 2015 Notes Claims has voted to accept the
     Amended Plan, (2) neither Wilmington Trust nor any member
     of the 2015 Notes Ad Hoc Group has objected to or appealed
     the approval of the Revised Settlement, and (3) neither
     Wilmington Trust nor any member of the 2015 Notes Ad Hoc
     Group has objected to confirmation of the Plan, or appealed
     the Confirmation Order;

     (b) (1) Wilmington Trust has taken no further action,
     directly or indirectly, to prosecute the adversary
     proceeding against LBI and (2) neither Wilmington Trust nor
     any member of the 2015 Notes Ad Hoc Group has objected to
     any motions filed by the Debtors in the Debtors' injunction
     litigation against Wilmington Trust or taken any further
     action either in the Debtors' Injunction Litigation or in
     the Debtors' bankruptcy cases with regard to the Injunction
     Litigation; and

     (c) neither Wilmington Trust nor any member of the 2015
     Notes Ad Hoc Group has breached the Revised Settlement.

               Compensation and Benefit Programs

Except with respect to any Benefit Plan that has been terminated
or rejected as of the Effective Date, all Benefit Plans and
collective bargaining agreements will remain in full force and
effect as of the Plan Effective Date.  The Modified Amended Plan
neither terminates nor impairs the Pension Plans, and for greater
certainty, the U.S. Pension Plans and the U.K. Pension Plan will
ride through the Debtors' Chapter 11 cases.  Upon confirmation of
the Amended Plan, the applicable Reorganized Debtors will assume
and continue the U.S. Pension Plans in accordance with their
terms and the provisions of Employee Retirement Income Security
Act and the Internal Revenue Code and satisfy the minimum funding
standards pursuant to Sections 412 and 430 of the ERISA and
Section 1082 of the Labor Code.

                     Conditions Precedent
                   to Effectiveness of Plan

The Plan will not become effective unless and until these
conditions are satisfied or waived:

  (a) The Bankruptcy Court will have entered a Confirmation
      Order, in form and substance reasonably satisfactory to:

      (1) an ad hoc group of certain lenders under the Senior
          Secured Credit Agreement;

      (2) arrangers holding at least 50.1% in principal amount
          of the outstanding loans held by all Arrangers under
          the Bridge Loan Agreement;

      (3) ABN AMRO Incorporated; Citigroup Global Markets Inc.;
          Goldman Sachs Credit Partners L.P.; Merrill Lynch,
          Pierce, Fenner & Smith Incorporated and UBS Securities
          LLC, and their affiliates, as joint lead arrangers and
          bookrunners in all other capacities under the Senior
          Secured Credit Agreement and the Bridge Loan
          Agreement;

      (4) LeverageSource (Delaware) LLC, an affiliate of
          Apollo Management VII, L.P.; AI LBI Investment LLC, an
          affiliate of Access Industries; and Ares Corporate
          Opportunities Fund III, L.P., as rights offering
          sponsors, which will approve the Plan;

      (5) solely as it relates to matters relating to the
          Revised Settlement, the Creditors Committee; and

      (6) provided that the 2015 Notes Plan Conditions have been
          satisfied, Wilmington Trust.

      However, the satisfaction of the parties will not be
      required to the extent that any modification to the
      proposed form of Confirmation Order with regard to
      specific terms under the Amended Plan is determined by the
      Bankruptcy Court to be required by applicable law;

  (b) The Plan approved by the Bankruptcy Court pursuant
      to the Confirmation Order will be in form and substance
      reasonably satisfactory to each of:

      (1) the Debtors,
      (2) the Ad Hoc Group,
      (3) the Rights Offering Sponsors,
      (4) the Majority Arrangers,
      (5) the Arrangers;
      (6) solely as it relates to matters relating to the
          Revised Settlement, the Creditors Committee; and
      (7) provided that the 2015 Notes Plan Conditions have been
          Satisfied.

      However, the satisfaction of the parties will not be
      required to the extent that any modification to the
      proposed form of Confirmation Order with regard to
      specific terms under the Amended Plan is determined by the
      Bankruptcy Court to be required by applicable law.

  (c) No stay of the Confirmation Order will be in effect at the
      time the other conditions set forth under the Amended Plan
      are satisfied or waived.

  (d) All documents, instruments and agreements provided for
      under, or necessary to implement, the Amended Plan will
      have been executed and delivered by the parties, in form
      and substance satisfactory to each of the Debtors, unless
      execution or delivery has been waived by the parties
      benefited and all those documents, Instruments and
      agreements will be effective on the Effective Date.

  (e) All of the payments to be made by the Debtors by or on the
      Effective Date will have been made or will be made on the
      Effective Date.

  (f) The Debtors or the Reorganized Debtors, as applicable,
      will have entered into an Exit Facility that satisfies the
      conditions set forth in an Equity Commitment Agreement
      between the Rights Offering Sponsors and the Debtors, and
      all conditions precedent to funding under the Exit
      Facility will have been satisfied or waived.

  (g) The Debtors will have raised $2.8 billion in cash pursuant
      to the Rights Offering and the direct purchase of
      23,562,677 Backstop Consideration Shares by the Rights
      Offering Sponsors.

  (h) The Debtors or the Reorganized Debtors, as applicable,
      will have obtained all governmental and other regulatory
      approvals or rulings that may be necessary for
      consummation of the Amended Plan or that are required by
      law, regulation or order.

  (i) The Debtors will have sold the appropriate amount of Class
      B Shares to the Rights Offering Sponsors in accordance
      with the Equity Commitment Agreement, and will have paid
      the Rights Offering Sponsors' fees and expenses incurred
      under the Equity Commitment Agreement, in full in Cash,
      without the need for any of the members of the Ad Hoc
      Group or the Rights Offering Sponsors to file retention
      applications with the Bankruptcy Court unless otherwise
      required by order of the Bankruptcy Court; and

  (j) The Revised Settlement will have been approved by a Final
      Order of the Bankruptcy Court in form and substance
      reasonably satisfactory to the Debtors, the Creditors
      Committee, the Ad Hoc Group, the Arrangers, and Wilmington
      Trust, solely as it relates to any provision of the
      Revised Settlement that has a direct effect on Wilmington
      Trust and the 2015 Notes Ad Hoc Group.

Mr. Davis says that in the event that one or more of the
conditions precedent set can not be satisfied and the occurrence
of this condition is not waived on or before the date that is 180
days after the Confirmation Date, the Debtors will file a notice
of the failure of the Effective Date with the Bankruptcy Court
and:

  (i) the Confirmation Order will be vacated by the Bankruptcy
      Court,

(ii) the Amended Plan will be null and void in all respects,
      and no distributions under the Amended Plan will be made,

(iii) the Debtors and all holders of Claims and Equity Interests
      will be restored to the status quo ante as of the day
      immediately preceding the Confirmation Date as though the
      Confirmation Date never occurred, and

(iv) the Debtors' obligations with respect to Administrative
      Expenses, Claims and Equity Interests will remain
      unchanged.

Nothing contained in the Amended Plan will constitute or be
deemed a waiver or release of any Claims or Equity Interests
by or against the Debtors or any other Person or will prejudice
in any manner the rights of the Debtors or any Person in any
further proceedings involving the Debtors.

A full-text copy of the Third Amended Plan is available for free
at: http://bankrupt.com/misc/Lyondell_3rdAmPlan.pdf

A blacklined version of the Third Amended Plan is available for
free at:

   http://bankrupt.com/misc/Lyondell_3rdAmPlan_blacklined.pdf

                      About Lyondell Chemical

LyondellBasell Industries is one of the world's largest polymers,
petrochemicals and fuels companies.  It is the global leader in
polyolefins technology, production and marketing; a pioneer in
propylene oxide and derivatives; and a significant producer of
fuels and refined products, including biofuels.  Through research
and development, LyondellBasell develops innovative materials and
technologies that deliver exceptional customer value and products
that improve quality of life for people around the world.
Headquartered in The Netherlands, LyondellBasell --
http://www.lyondellbasell.com/-- is privately owned by Access
Industries.

Basell AF and Lyondell Chemical Company merged operations in 2007
to form LyondellBasell Industries, the world's third largest
independent chemical company.  LyondellBasell became saddled with
debt as part of the US$12.7 billion merger.  On January 6, 2009,
LyondellBasell Industries' U.S. operations and one of its European
holding companies -- Basell Germany Holdings GmbH -- filed
voluntary petitions to reorganize under Chapter 11 of the U.S.
Bankruptcy Code to facilitate a restructuring of the company's
debts.  The case is In re Lyondell Chemical Company, et al.,
Bankr. S.D.N.Y. Lead Case No. 09-10023).  Seventy-nine Lyondell
entities, including Equistar Chemicals, LP, Lyondell Chemical
Company, Millennium Chemicals Inc., and Wyatt Industries, Inc.
filed for Chapter 11.  In May 2009, one of the cases was dismissed
-- Case No. 09-10068 -- because it is duplicative of Case No. 09-
10040 relating to Debtor Glidden Latin America Holdings.

The Hon. Robert E. Gerber presides over the case.  Deryck A.
Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York,
serves as the Debtors' bankruptcy counsel.  Evercore Partners
serves as financial advisors, and Alix Partners and its subsidiary
AP Services LLC, serves as restructuring advisors.  AlixPartners'
Kevin M. McShea acts as the Debtors' Chief Restructuring Officer.
Clifford Chance LLP serves as restructuring advisors to the
European entities.  Lyondell Chemical estimated that consolidated
assets total US$27.12 billion and debts total US$19.34 billion as
of the bankruptcy filing date.

Lyondell has obtained approximately US$8 billion in DIP financing
to fund continuing operations.  The DIP financing includes two
credit agreements: a US$6.5 billion term loan, which comprises a
US$3.25 billion in new loans and a US$3.25 billion roll-up of
existing loans; and a US$1.57 billion asset-backed lending
facility.

Luxembourg-based LyondellBasell Industries AF S.C.A. and another
affiliate were voluntarily added to Lyondell Chemical's
reorganization filing under Chapter 11 on April 24, 2009, in order
to seek protection against claims by certain financial and U.S.
trade creditors.  On May 8, 2009, LyondellBasell Industries added
13 non-operating entities to Lyondell Chemical Company's
reorganization filing under Chapter 11 of the U.S. Bankruptcy
Code.  All of the entities are U.S. companies and were added to
the original Chapter 11 filing for administrative purposes.  The
filings will have no impact on current business or operations as
none of the entities manufactures or sells products.

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


MAJESTIC STAR: Committee Seeks OK to Pursue Claims vs. Lenders
--------------------------------------------------------------
BankruptcyData reports that the Official Committee of Unsecured
Creditors in Majestic Star Casino's cases filed with the U.S.
Bankruptcy Court for the District of Delaware a motion, pursuant
to 11 U.S.C. 105(a), 1103(c) and 1109(b), seeking leave, standing
and authority to prosecute and, if appropriate, settle claims on
behalf of the Debtors' estates.

The Committee requests authority to bring the claims because, at
the onset of these cases, by virtue of the stipulations contained
in the cash collateral order, the Debtors released and waived any
ability to assert claims against the secured parties related to,
among other things, the validity and enforceability of the secured
parties' liens in the Debtors' assets.  The Committee says that
because the Debtors cannot pursue these actions, these valuable
claims will not be prosecuted if its request is denied.

                         About Majestic Star

The Majestic Star Casino, LLC -- aka Majestic Star Casino, aka
Majestic Star -- is based in Las Vegas, Nevada.  It is a wholly
owned subsidiary of Majestic Holdco, LLC, which is a wholly owned
subsidiary of Barden Development, Inc.  The Company was formed on
December 8, 1993, as an Indiana limited liability company to
provide gaming and related entertainment to the public.  The
Company commenced gaming operations in the City of Gary at
Buffington Harbor, located in Lake County, Indiana on June 7,
1996.  The Company is a multi-jurisdictional gaming company with
operations in three states -- Indiana, Mississippi and Colorado.

The Company filed for Chapter 11 bankruptcy protection on
November 23, 2009 (Bankr. D. Delaware Case No. 09-14136).

The Company's affiliates -- The Majestic Star Casino II, Inc., The
Majestic Star Casino Capital Corp., Majestic Star Casino Capital
Corp. II, Barden Mississippi Gaming, LLC, Barden Colorado Gaming,
LLC, Majestic Holdco, LLC, and Majestic Star Holdco, Inc. -- also
filed separate Chapter 11 petitions.

Kirkland & Ellis LLP is the Debtors' bankruptcy counsel.  James E.
O'Neill, Esq., Laura Davis Jones, Esq., and Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl & Jones LLP are the Debtors'
Delaware counsel.  Xroads Solutions Group, LLC, is the Debtors'
financial advisor, while EPIQ Bankruptcy Solutions LLC are the
Debtors' claims and notice agent.

The Majestic Star Casino, LLC's balance sheet at June 30, 2009,
showed total assets of $406.42 million and total liabilities of
$749.55 million.  When it filed for bankruptcy, the Company listed
up to $500 million in assets and up to $1 billion in debts.


MAMMOTH CORONA: Court OKs Stipulation Withdrawing Plan Outline
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved the stipulation deeming Mammoth Corona 1 LLC's Disclosure
Statement filed on January 12, 2010, withdrawn.

The Debtor and its secured creditor, U.S. Bank National
Association entered into a stipulation that provided for:

   -- the hearing on the Debtor's Disclosure Statement scheduled
      for February 24, is off the calendar; and

   -- the scheduling and case management conference scheduled for
      February 24, 2010, is continued to March 15, 2010, at
      9:00 a.m.

Based in San Juan Capistrano, California, Mammoth Corona 1 LLC
filed for Chapter 11 on Oct. 16, 2009 (Bankr. C.D. Calif. Case No.
09-21220).  Thomas C. Corcovelos, Esq., represents the Debtor.  In
its petition, the Debtor listed both assets and debts between
$10 million and $50 million.


MAMMOTH CORONA: Wants Access to U.S. Bank's Cash Collateral
-----------------------------------------------------------
Mammoth Corona 1 LLC asks the U.S. Bankruptcy Court for the
Northern District of Illinois for authorization to use the rents
generated by its primary asset, a real property located at
4740 Green River Road, Corona, California.

The real property rents are subject only to the security interest
of the secured lender U.S. Bank, N.A.

The Debtor needs money to fund its business operations.  U.S. Bank
has not consented to the Debtor's cash collateral use.

The Debtor says that adequate protection exists when they use the
cash collateral for the ordinary and necessary operating expenses
as it maintains the value of the underlying collateral.

Based in San Juan Capistrano, California, Mammoth Corona 1 LLC
filed for Chapter 11 on Oct. 16, 2009 (Bankr. C.D. Calif. Case No.
09-21220).  Thomas C. Corcovelos, Esq., represents the Debtor.  In
its petition, the Debtor listed both assets and debts between
$10 million and $50 million.


MARINE GROWTH: Earns $1.3 Million in Q3 2009
--------------------------------------------
Marine Growth Ventures, Inc., filed its quarterly report on Form
10-Q, showing net income of $1,260,053 for the three months ended
September 30, 2009, compared with a net loss of $1,331,106 for the
same period of 2008.  Net income/(loss) was $753,485 and
($1,981,163) for the nine months ended September 30, 2009, and
2008, respectively.  "The increase in net income of $2,734,648 is
attributed to the settlement agreement with Greystone which
released the vessel 'the Babe' to Greystone."

Revenue was $0 for the nine months ended September 30, 2009,
compared to $12,000 earned in the nine months ended September 30,
2008.  In the nine months ended September 30, 2009, the Company
had no revenue.  The reduction in revenue was due to the
discontinuation of the bareboat charter.

The Company's balance sheet as of September 30, 2009, showed
$1,510,168 in assets and $5,096,226 of debts, for a stockholders'
deficit of $3,586,058.

The Company currently does not have sufficient cash reserves to
meet all of its anticipated obligations for the next twelve months
and there can be no assurance that the Company will ultimately
close on the necessary financing.

"As we note in our consolidated balance sheets as of September 30,
2009, and December 31, 2008, as well as our related consolidated
statements of operations, and cash flows for the year ended
September 30, 2009, we have experienced, and expects to continue
to experience, recurring net losses, negative cash flows from
operations, limited amount of funds on our balance sheet.
Accordingly, we have substantial doubt about our ability to
continue as a going concern."

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

                  http://researcharchives.com/t/s?579e

Cape Canaveral, Fla.-based Marine Growth Ventures, Inc. is a
holding company and conducts its current operations primarily
through a wholly-owned subsidiary, Sophlex Ship Management, Inc.
Sophlex, which was founded in 1999, provides ship crewing and
management services to vessel owners and operators in the United
States and abroad.


METRO-GOLDWYN-MAYER: To Pursue Debt-to-Equity Swap if Sale Fails
----------------------------------------------------------------
The Wall Street Journal's Mike Spector and Lauren A. E. Schuker
report that people familiar with the matter said Metro-Goldwyn-
Mayer Inc. is readying a backup plan should bids for its assets
come in too low.  Binding offers for the studio are due March 19.

Sources told the Journal, MGM creditors are increasingly willing
to assume control over the studio.  The sources said that under
that scenario, MGM would likely pursue a "standalone" plan in
which lenders would convert their debt to equity.

People familiar with the backup plan told the Journal if creditors
opt for the standalone debt-to-equity conversion plan, MGM would
then sell stock to another investor.  That investor, according to
the Journal's sources, could come from among MGM's creditors, many
of them hedge funds that have bought into the studio's bank debt
and are more receptive to taking equity.

According to the Journal, MGM is working to get a deal done
quickly ahead of payment dates on its debt.  People familiar with
the situation said that a final decision on MGM's fate is likely
by April.  A leniency agreement on MGM's debt expires March 31,
and the studio faces a $250 million revolving credit facility
maturing about a week later, the Journal relates.

The Journal notes that MGM's lending group, led by J.P. Morgan
Chase & Co., at one point included more than 100 investors.  The
Journal says any change in control outside of bankruptcy would
require unanimous approval.

MGM creditors are owed nearly $4 billion, and have for months
tried to drum up interest in the studio.  MGM originally sought
offers in the range of $2 billion or more.  According to the
Journal, people familiar with the situation said bidders are
signaling they're willing to pay only around $1.5 billion, and
possibly less, citing the sagging cash flow from the studio's film
library.  According to the Journal, some of the sources believe
bids could even fall as low as $1 billion.

The Journal also reports MGM's bank debt trades around 60 cents,
valuing the studio at roughly $2.4 billion.  The Journal says the
amount is at odds with some suitors' assessments.  MGM's creditors
have "gotten a little bit more brazen about hanging onto this
thing if the M&A process doesn't provide the results that they
like," said a person familiar with the situation, the Journal
relates.

The Journal's sources said Warner Brothers studio parent Time
Warner Inc. and Russian-born industrialist Len Blavatnik, who owns
Access Industries, are among MGM's leading suitors.  Liberty Media
Corp.; Lions Gate Entertainment Corp.; and New York hedge-fund
Elliott Management, a big investor in Ryan Kavanaugh's Relativity
Media, have also looked at MGM's books.

Other sources told the Journal News Corp. had offered to invest in
MGM in exchange for an equity stake, but hasn't heard back from
the studio.  Those sources said News doesn't plan to buy MGM.  The
report also says Summit Entertainment has looked at MGM's books
but it remained unclear whether they would bid.  Qualia Capital, a
media investment firm, has expressed interest in investing in MGM
if the studio pursues a standalone restructuring, the report adds.

                     About Metro-Goldwyn-Mayer

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.


METROPOLITAN LOFTS: Case Converted to Chapter 7 Liquidation
-----------------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona approved the conversion of the reorganization
case of Metropolitan Lofts, L.L.C., to Chapter 7 liquidation.

As reported in the Troubled Company Reporter on February 23, 2010,
the Debtor sought the conversion on grounds due to a substantial
or continuing loss or diminution of the estate and the absence of
a reasonable likelihood of rehabilitation.

Phoenix, Arizona-based Metropolitan Lofts, L.L.C., filed for
Chapter 11 bankruptcy protection on December 10, 2009 (Bankr. D.
Ariz. Case No. 09-31907).  Jerry L. Cochran, Esq., at Cochran Law
Firm, PC, assists the Company in its restructuring effort.  The
Company listed $10,000,001 to $50,000,000 in assets and
$10,000,001 to $50,000,000 in liabilities.


MGM MIRAGE: Appoints William Bible as New Director
--------------------------------------------------
The Board of Directors of MGM MIRAGE on March 8, 2010, appointed
William A. Bible as a new director of the Company, subject to
gaming and other regulatory approvals, to serve as a member of the
Company's Board of Directors until the Company's next annual
meeting or until his successor is elected and qualified. Subject
to Mr. Bible obtaining gaming and other regulatory approvals, the
Company expects that he will be named to the Audit Committee.

"We are honored to welcome Bill Bible as the newest member of our
Board of Directors," said James J. Murren, MGM MIRAGE Chairman and
Chief Executive Officer.  "Bill's wealth of expertise and
familiarity with a wide range of financial and regulatory matters
in both hospitality and gaming will serve as a tremendous asset to
our Company."

Mr. Bible currently serves as the President of the Nevada Resort
Association, the advocacy voice for Nevada's gaming and resort
industry.  Mr. Bible will tender his resignation to the Nevada
Resort Association to be effective before the required gaming
regulatory approvals or waivers are granted to avoid any conflicts
inherent with concurrent service.

From 1988 to 1998, he served as the Chairman of the Nevada State
Gaming Control Board.

His broad tenure as a state official includes his experience as
Director of Nevada's Administration Department under Gov. Richard
Bryan (1983-1988); Nevada Assembly Fiscal Analyst and Director of
the Division of Fiscal Analysis of the Legislative Counsel Bureau
(1977-1983); and Nevada Deputy Budget Administrator (1973-1977)
and Nevada Chief Assistant Budget Administrator (1971-1973) under
Gov. Mike O'Callaghan.

Mr. Bible graduated from Stanford University in 1967 with a
Bachelor of Arts Degree in History with a minor in Political
Science, followed by a Masters Degree in Business Administration
in 1971 from the University of Nevada, Reno.  His Masters program
emphasized capital budgeting, resource allocation, portfolio
management and general financial management.

There is no arrangement or understanding between Mr. Bible and any
other persons pursuant to which he was selected as a director of
the Company.  Furthermore, the Company has not been since the
beginning of the last fiscal year, and is not currently proposed
to be, a participant in any related party transaction with Mr.
Bible within the meaning of Item 404(a) of Regulation S-K.

Upon receipt of the requisite gaming and other regulatory
approvals, Mr. Bible, as a member of the Board of Directors of the
Company, will be entitled to receive fees paid and stock
appreciation rights granted by the Company to its directors who
are not full-time employees of the Company.

                        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.


MGM MIRAGE: To Sell $845 Mil. Senior Secured Notes Due 2020
-----------------------------------------------------------
MGM MIRAGE proposes to offer up to $845 million in aggregate
principal amount of senior secured notes due 2020 in a private
placement.  The Company plans to use the net proceeds from the
offering to repay a portion of the outstanding indebtedness under
its senior credit facility and related fees and expenses.

The notes will be secured by a mortgage on MGM Grand Las Vegas and
substantially all existing and future property of MGM Grand Hotel,
LLC, and, upon receipt of the necessary gaming approvals, a pledge
of the limited liability company interests in MGM Grand Hotel,
LLC.

The notes will be general senior obligations of the Company,
guaranteed by substantially all of the Company's domestic
subsidiaries, which also guarantee the Company's other senior
indebtedness, and equal in right of payment with, or senior to,
all existing or future indebtedness of the Company and each
guarantor.

The notes proposed to be offered will not be registered under the
Securities Act of 1933, as amended, or any state securities law
and may not be offered or sold in the United States or to any U.S.
persons absent registration under the Securities Act, or pursuant
to an applicable exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and
applicable state securities laws.  The notes will be offered only
to "qualified institutional buyers" under Rule 144A of the
Securities Act or, outside the United States, to persons other
than "U.S. persons" in compliance with Regulation S under the
Securities Act.

                        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.


MGM MIRAGE: Appoints William Bible as New Director
--------------------------------------------------
The Board of Directors of MGM MIRAGE on March 8, 2010, appointed
William A. Bible as a new director of the Company, subject to
gaming and other regulatory approvals, to serve as a member of the
Company's Board of Directors until the Company's next annual
meeting or until his successor is elected and qualified. Subject
to Mr. Bible obtaining gaming and other regulatory approvals, the
Company expects that he will be named to the Audit Committee.

"We are honored to welcome Bill Bible as the newest member of our
Board of Directors," said James J. Murren, MGM MIRAGE Chairman and
Chief Executive Officer.  "Bill's wealth of expertise and
familiarity with a wide range of financial and regulatory matters
in both hospitality and gaming will serve as a tremendous asset to
our Company."

Mr. Bible currently serves as the President of the Nevada Resort
Association, the advocacy voice for Nevada's gaming and resort
industry. Mr. Bible will tender his resignation to the Nevada
Resort Association to be effective before the required gaming
regulatory approvals or waivers are granted to avoid any conflicts
inherent with concurrent service.

From 1988 to 1998, he served as the Chairman of the Nevada State
Gaming Control Board.

His broad tenure as a state official includes his experience as
Director of Nevada's Administration Department under Gov. Richard
Bryan (1983-1988); Nevada Assembly Fiscal Analyst and Director of
the Division of Fiscal Analysis of the Legislative Counsel Bureau
(1977-1983); and Nevada Deputy Budget Administrator (1973-1977)
and Nevada Chief Assistant Budget Administrator (1971-1973) under
Gov. Mike O'Callaghan.

Mr. Bible graduated from Stanford University in 1967 with a
Bachelor of Arts Degree in History with a minor in Political
Science, followed by a Masters Degree in Business Administration
in 1971 from the University of Nevada, Reno. His Masters program
emphasized capital budgeting, resource allocation, portfolio
management and general financial management.

There is no arrangement or understanding between Mr. Bible and any
other persons pursuant to which he was selected as a director of
the Company.  Furthermore, the Company has not been since the
beginning of the last fiscal year, and is not currently proposed
to be, a participant in any related party transaction with Mr.
Bible within the meaning of Item 404(a) of Regulation S-K.

Upon receipt of the requisite gaming and other regulatory
approvals, Mr. Bible, as a member of the Board of Directors of the
Company, will be entitled to receive fees paid and stock
appreciation rights granted by the Company to its directors who
are not full-time employees of the Company.

                        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.


MGM MIRAGE: To Sell $845 Mil. Senior Secured Notes Due 2020
-----------------------------------------------------------
MGM MIRAGE proposes to offer up to $845 million in aggregate
principal amount of its 9% senior secured notes due 2020 at par.
The transaction is expected to close on March 16, 2010.  The
Company plans to use the net proceeds from the offering to repay a
portion of the outstanding indebtedness under its senior credit
facility and related fees and expenses.

The notes will be secured by a mortgage on MGM Grand Las Vegas and
substantially all existing and future property of MGM Grand Hotel,
LLC, and, upon receipt of the necessary gaming approvals, a pledge
of the limited liability company interests in MGM Grand Hotel,
LLC.

The notes will be general senior obligations of the Company,
guaranteed by substantially all of the Company's domestic
subsidiaries, which also guarantee the Company's other senior
indebtedness, and equal in right of payment with, or senior to,
all existing or future indebtedness of the Company and each
guarantor.

The notes proposed to be offered will not be registered under the
Securities Act of 1933, as amended, or any state securities law
and may not be offered or sold in the United States or to any U.S.
persons absent registration under the Securities Act, or pursuant
to an applicable exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and
applicable state securities laws.  The notes will be offered only
to "qualified institutional buyers" under Rule 144A of the
Securities Act or, outside the United States, to persons other
than "U.S. persons" in compliance with Regulation S under the
Securities Act.

                        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.


MICHAEL WILLIAM CURTIS: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Joint Debtors: Michael William Curtis
               Toni Dru Curtis
               1535 Northridge Drive
               Prescott, AZ 86301

Bankruptcy Case No.: 10-06082

Chapter 11 Petition Date: March 8, 2010

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

Judge: Redfield T. Baum PCT Sr.

Debtors' Counsel: Thomas Allen, Esq.
                  Allen, Sala & Bayne, PLC
                  Viad Corporate Center
                  1850 N. Central Ave., #1150
                  Phoenix, AZ 85004
                  Tel: (602) 256-6000
                  Fax: (602) 252-4712
                  Email: tallen@asbazlaw.com

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

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

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

The petition was signed by the Joint Debtors.


MOVIE GALLERY: Gets Nod for Sonnenschein as Counsel
---------------------------------------------------
Movie Gallery Inc. and its units obtained the Court's authority to
employ Sonnenschein Nath & Rosenthal LLP, as counsel, nunc pro
tunc to the Petition Date.

The Debtors seek to employ Sonnenschein because of its expertise
and extensive experience and knowledge in the field of business
reorganizations under Chapter 11 of the Bankruptcy Code and the
firm's particular knowledge of the Debtors and their 2007
Bankruptcy Case proceedings.

The Debtors believe that Sonnenschein possesses the necessary
familiarity with their businesses, as well as the necessary
bankruptcy experience and expertise to handle the complex and
novel issues that may arise within the reorganization
proceedings.

As their counsel, the Debtors expect Sonnenschein to perform
these services:

(a) provide legal advise with respect to the Debtors' powers
     and duties as Debtors-in-Possession in the continued
     operation of their businesses and management or disposition
     of their property;

(b) all necessary action to protect and preserve the Debtors'
     estates, including the prosecution of actions on behalf of
     the Debtors, defense of any actions commenced against the
     Debtors, negotiations concerning any and all litigation in
     which the Debtors are involved and claims filed against the
     Debtors' estates;

(c) attend meetings and negotiating with representative of
     the creditors and other parties-in-interest;

(d) all necessary motions, answers, orders, reports and other
     legal papers in connection with the administration of the
     Debtors' estates;

(e) represent the Debtors in connection with obtaining
     postpetition financing;

(f) advise the Debtors in connection with any potential sale of
     the assets;

(g) perform any and all other necessary legal services for the
     Debtors in connection with the Debtors' Chapter 11 cases;

(h) all aspects of the confirmation process, including securing
     the approval of a disclosure statement and confirmation of
     a plan of reorganization at the earliest possible date; and

(i) other related or necessary legal advice as may be
     appropriate in connection with the prosecution of the
     Debtors' Chapter 11 cases.

The Debtors propose to pay Sonnenschein on its hourly rates plus
the reimbursement of its reasonable necessary out of pocket
expenses in representing the Debtors.

Sonnenschein received $200,000 retainer in connection with its
preparation for the filing of the Debtors' Bankruptcy
Proceedings.  The amount of the retainer has been reduced by the
application of Sonnenschein's final prepetition charges.

Sonnenschein's hourly rates are:

  Professional                         Hourly Rate
  ------------                         -----------
  Partners                            $295 to $890
  Associates                          $190 to $525
  Paraprofessionals                   $125 to $260

John A. Bicks, Esq., a partner of Sonnenschein, assures the Court
that it does not hold or represent any interest adverse to the
Debtors' estates in matters upon the firm is to be engaged.
Furthermore, Sonnenschein is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code, as modified by Section
1107(b) of the Bankruptcy Code, Mr. Bicks maintains.

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc. is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.

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: Proposes Pachulski as Counsel
--------------------------------------------
The Official Committee of Unsecured Creditors in Movie Gallery
Inc.'s cases seeks the Court's authority to retain Pachulski Stang
Ziehl & Jones LLP, in New York, as its lead counsel, nunc pro tunc
to February 10, 2010.

John Roussey, co-chair of the Creditors Committee and a
representative of Universal Studios Home Entertainment, explains
to the Court that the Creditors Committee believes that
Pachulski is well qualified to act as lead counsel because of the
firm's extensive experience representing creditors committees,
debtors , creditors, trustees and others in a wide variety of
bankruptcy cases.

As lead counsel, Pachulski is expected to assist, advise and
represent the Creditors Committee in:

(a) its consultations with the Debtors regarding the
     administration of the Chapter 11 cases;

(b) the analysis of the Debtors' assets and liabilities,
     investigation of the extent and validity of liens and
     participate in and review any proposed asset sales,
     any asset dispositions, financing arrangements and cash
     collateral stipulations or proceedings;

(c) any manner relevant to the review and determination of the
     Debtors' rights and obligations under leases and other
     executory contracts;

(d) the investigation of the acts, conduct, assets, liabilities
     and financial condition of the Debtors, the Debtors'
     operations and the desirability of the continuance of any
     portion of those operations, and any other matters relevant
     to the case or to the formulation of a plan;

(e) its participation in the negotiation, formulation and
     drafting of a plan of liquidation or reorganization;

(f) issues concerning the appointment of a trustee or examiner
     under Section 1104 of the Bankruptcy Code;

(g) understanding its powers and its duties under the
     Bankruptcy Code and the Bankruptcy Rules and in performing
     other services as are in the interests of those represented
     by the Committee; and

(h) the evaluation of claims and on any litigation matters,
     including avoidance actions.

In exchange for its services, Pachulski will be paid based on its
current hourly rates:

Professional                         Hourly Rate
------------                         -----------
Robert J. Feinstein, Esq.                   $855
Robert B. Orgel, Esq.                       $825
John A. Morris, Esq.                        $750
Beth E. Levine, Esq.                        $550
Gabrille A. Rohwer, Esq.                    $550
David A. Abadir, Esq.                       $425
Thomas J. Brown                             $205

Mr. Roussey informs the Court that Pachulski has not received a
retainer to represent the Creditors' Committee in the Chapter 11
cases.

Robert J. Feinstein, Esq., a partner at Pachulski, assures the
Court that his firm does not hold or represent any interest
adverse to the Debtors.  Further. Mr. Feinstein states that
Pachulski is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code.

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc. is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.

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: Wins Approval for Kutak Rock as Co-Counsel
---------------------------------------------------------
Movie Gallery Inc. and its units obtained the Court's authority to
employ Kutak Rock LLP, in Richmond, Virginia, as their co-counsel.

The Debtors have also obtained approval for employ Sonnenschein
Nath & Rosenthal LLP, in New York as their attorneys in the
Chapter 11 cases.  Kutak Rock will serve as conflicts counsel in
the Debtors' Chapter 11 cases, to handle matters in connection
with matters that the Debtors may encounter that cannot be
appropriately handled by Sonnenschein.

Kutak Rock has been representing the Debtors in connection with
the Debtors' 2007 Bankruptcy Cases.  On January 22, 2010, the
Debtors entered into the Engagement Letter with Kutak Rock
regarding contingency planning and the preparation for the
potential commencement and prosecution of their new Chapter 11
cases.

As a result of Kutak Rock's prior and current representation of
the Debtors, Kutak Rock has become familiar with the Debtors'
business, legal and financial affairs.  In addition, Kutak Rock
is well qualified to represent the Debtors based on its
significant bankruptcy practice.

As co-counsel to the Debtors and in coordination with
Sonnenschein, Kutak Rock will render these services:

(a) advise the Debtors with respect to their powers and duties
     as debtors-in-possession in the continued management and
     operation of their business and properties;

(b) advise consult on the conduct of the Chapter 11 cases,
     including all legal and administrative requirements of
     operating in Chapter 11;

(c) taking all necessary action to protect and preserve the
     Debtors' estates, including prosecuting actions on the
     Debtors' behalf, defending any action commenced against the
     Debtors and representing the Debtors' interests in
     negotiations concerning all litigation in which the Debtors
     are involved, including objections to claims filed against
     the Debtors' estates;

(d) prepare appropriate pleadings, including motions,
     applications, orders, reports and papers necessary or
     otherwise beneficial to the administration of the Debtors'
     estates;

(e) act as conflicts counsel to the Debtors in connection
     with matters that cannot be appropriately handled by
     Sonnenschein because of a conflict-of-interest or
     otherwise; and

(d) perform all other necessary or otherwise beneficial legal
     services for the Debtors in connection with the prosecution
     of the Debtors' Chapter 11 cases.

The Debtors intend that the services of Kutak Rock will
complement, and not duplicate, the services to rendered by
Sonnenschein.

The Debtors intend to pay Kutak Rock based on the firm's hourly
rates, and reimburse the firm for their reasonable, necessary
out-or-pocket expenses.

Kutak Rock's hourly rates are:

  Professional                       Hourly Rate
  ------------                       -----------
Partners                            $250 to $525
Of Counsel                          $200 to $450
Associates                          $150 to $295
Paraprofessionals                    $95 to $175

These are the professionals presently expected to have primary
responsibility for providing services to the Debtors:

  Name                                 Hourly Rate
  ----                                 -----------
Michael Condyles, Esq.                      $410
Loc Pfeiffer, Esq.                          $380
Peter J. Barrett, Esq.                      $355
Kimberly A. Pierro                          $260
Jeremy S. Williams, Esq.                    $240
Matthew J. Kurz, Esq.,                      $230

Michael A. Condyles, Esq., a partner of Kutak Rock, assures the
Court that Kutak Rock is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code, and Kutak Rock
does not hold or represent an interest adverse to the Debtors'
estates.

A full-text copy of Kutak Rock's Engagement Letter is available
for free at http://bankrupt.com/misc/MG_kutakrockengltr.pdf

                        About Movie Gallery

Based in Wilsonville, Ore., Movie Gallery, Inc. is the second
largest North American video and game rental company, operating
stores in the U.S. and Canada under the Movie Gallery, Hollywood
Video and Game Crazy brands.

Movie Gallery first filed for Chapter 11 on Oct. 16, 2007 (Bankr.
E.D. Va. Case Nos. 07-33849 to 07-33853).  Kirkland & Ellis LLP
and Kutak Rock LLP represented the Debtors.  The Company emerged
from bankruptcy on May 20, 2008, with private-investment firms
Sopris Capital Advisors LLC and Aspen Advisors LLC as its
principal owners.  William Kaye was appointed plan administrator
and litigation trustee.

Movie Gallery returned to Chapter 11 protection on February 3,
2009 (Bankr. E.D. Va. Case No. 10-30696).  Attorneys at
Sonnenschein Nath & Rosenthal LLP and Kutak Rock LLP represent the
Debtors in their second restructuring effort.  Kurtzman Carson
Consultants serves as claims and notice agent.

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)


NEPHROS INC: Posts $711,000 Net Loss in Q3 2009
-----------------------------------------------
Nephros, Inc. filed its quarterly report on Form 10-Q, showing a
net loss of $395,000 on $711,000 of revenue for the three months
ended September 30, 2009, compared with a net loss of $1.3 million
on $393,000 of revenue for the same period of 2008.

The Company's balance sheet as of September 30, 2009, showed
$3.3 million in assets, $867,000 of debts, and $2.4 million of
stockholders' equity.

The Company's recurring losses and difficulty in generating
sufficient cash flow to meet its obligations and sustain its
operations raise substantial doubt about the Company's ability to
continue as a going concern.

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

                  http://researcharchives.com/t/s?579b

River Edge, N.J. based Nephros, Inc. has been engaged primarily in
the development of hemodiafiltration, or HDF, products and
technologies for treating patients with End Stage Renal Disease,
or ESRD.


NEW LEAF BRANDS: David Tsiang Steps Down as Board Member
--------------------------------------------------------
New Leaf Brands Inc. reported that David Tsiang tendered and its
Board of Directors accepted his resignation.  Mr. Tsiang will
remain in his position as the company's Chief Financial Officer.
His compensation remains the same.

Baywood International, Inc. changed its name effective October 16,
2009 to New Leaf Brands, Inc. to reflect the change in strategic
direction with the sale of Baywood's nutraceutical businesses on
October 9, 2009.  The name change was effective in the market at
the open of business October 19, 2009, at which time the Company's
ticker symbol changed from BAYW.OB to NLEF.OB.

On July 24, 2009, the Company entered into an Asset Purchase
Agreement with Nutra, Inc., a subsidiary of Nutraceutical
International Corporation.  The Company sold substantially all of
the rights and assets of Nutritional Specialties' business,
including but not limited to its accounts, notes and other
receivables, inventory, tangible assets, rights existing under
assigned purchase orders, proprietary rights, government licenses,
customer lists, records, goodwill and assumed contracts.  Certain
rights and assets were excluded from the purchased assets,
including the right to market, sell and distribute beverages.

The Company's new planned strategic direction is to build a
beverage company around its New Leaf brand of ready-to-drink teas
and other new functional beverages.  Even with limited access to
capital, the Company has grown the New Leaf brand.  New Leaf
beverages are sold in 24 states, through 75 distributors and 14
well-known retailers in over 8,000 outlets.  The Company sold
118,820 cases of iced tea in the third quarter of 2009, up over
54% from 77,124 cases in the third quarter of 2008.  The Company
anticipates that, after its debts are repaid and renegotiated, it
will be able to raise capital to grow its New Leaf brand as well
as develop additional brands.

In exchange, Nutra, Inc. agreed to pay an aggregate purchase price
of $8,250,000 in cash, less payment of liabilities, a $250,000
retention and certain pre-closing working capital adjustments.
Pursuant to the Agreement, the assets of Nutritional Specialties
were evaluated at closing to see if they have a minimum net asset
value as of the closing date, after giving effect to normal
generally accepted accounting principles, adjustments for reserves
and except for routine reductions related to normal amortization
and depreciation, equal to $1,848,604.  If the net asset value was
greater or less than $1,848,604 at the closing, the purchase price
payable at closing would be increased or decreased by the amount
of such difference on a dollar-for-dollar basis.  At closing, the
net asset value was $2,176,411 and therefore the initial purchase
price of $8,250,000 was increased by $327,807.  The asset sale
contemplated by the Agreement closed on October 9, 2009.

The Company is currently in default on notes that mature before
November 10, 2009.  The Company said $1,364,219 of this debt was
paid in October 2009 and the Company intends to convert the
remaining debt into equity.  In the subsequent period ended as of
November 10, 2009, the related party debt holders agreed to
convert an aggregate of $3,822,638 of debt and $492,704 of accrued
interest into an aggregate of 17,261,368 shares of common stock at
a conversion price of $0.25 per share.  The effect of these
conversion will be a expense of roughly $7,060,000 based on the
intrinsic value of the company stock compared to the exercise
price.  As of November 16, 2009, the shares have not yet been
issued.


NOVADEL PHARMA: Dec. 31 Balance Sheet Upside Down by $1.3MM
-----------------------------------------------------------
NovaDel Pharma Inc. released its annual report, disclosing a net
loss of $7.6 million on license fees revenue of $422,000 for the
year ended Dec. 31, 2009, compared with a net loss of $9.6 million
on revenue of $361,000 a year earlier.

The Company's balance sheet showed $4.4 million in total assets
and $8.7 in total liabilities resulting to a $1.3 million
stockholders' deficit at Dec. 31, 2009.

Cash and cash equivalents totaled $2.7 million at Dec. 31, 2009.

Highlights during the 2009 fiscal year included:

  * Entry into licensing agreements with Mist Acquisition, LLC and
    ECR Pharmaceuticals Company, Inc. to manufacture and
    commercialize NitroMist(TM) and ZolpiMist(TM), respectively.

  * Entry into an agreement with Seaside 88, LP to purchase up to
    13.0 million shares of common stock.

  * Entry into an agreement with ProQuest Investments L.P. to
    convert the outstanding convertible notes and associated
    liquidated damages notes and accrued interest into shares of
    the Company's common stock.

Steven B. Ratoff, the Company's Chairman and CEO, said "The
licensing of Nitromist and Zolpimist as well as the strengthening
of our balance sheet provides a solid foundation for accelerating
our product development, particularly development of Duromist, a
sildenafil citrate oral spray for erectile dysfunction.
Furthermore, we look forward to the commercialization of our
approved products with the expectation that our partners will
formally launch Nitromist and Zolpimist in the second half of
2010."

The Company strengthened its balance sheet at Dec. 31, 2009, with
the conversion of $3.7 million of convertible notes and related
accrued interest and the receipt of $4.0 million of non-
refundable licensee fees during the fourth quarter.  The license
fees are reported as current portion of deferred revenue at
Dec. 31, 2009.

A full-text copy of the Company's press release on its 4th quarter
and full year 2009 results is available for free at
http://ResearchArchives.com/t/s?57c2

                      About NovaDel Pharma

Flemington, New Jersey-based NovaDel Pharma Inc. (NYSE AMEX: NVD)
-- http://www.novadel.com/-- is a specialty pharmaceutical
company developing oral spray formulations for a broad range of
marketed drugs.  The Company's proprietary technology offers, in
comparison to conventional oral dosage forms, the potential for
faster absorption of drugs into the bloodstream leading to quicker
onset of therapeutic effects and possibly reduced first pass liver
metabolism, which may result in lower doses.  Oral sprays
eliminate the requirement for water or the need to swallow,
potentially improving patient convenience and adherence.

As of September 30, 2009, the Company had $2.27 million in total
assets against $9.67 million in total liabilities, resulting in
stockholders' deficit of $7.40 million.

The Company filed with the Securities and Exchange Commission its
Annual Report for the year ended December 31, 2008, which included
an audit opinion with a "going concern" explanatory paragraph.
The going-concern explanatory paragraph from NovaDel's independent
registered public accounting firm -- J.H. Cohn LLP in Roseland,
New Jersey -- expressed substantial doubt, based upon current
financial resources, as to whether NovaDel can continue to meet
its obligations beyond 2009 without access to additional working
capital.


ORLEANS HOMEBUILDERS: Gets Nod to Hire Garden City as Claims Agent
------------------------------------------------------------------
Orleans Homebuilders, Inc., et al., sought and obtained permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ The Garden City Group, Inc., as claims, notice, and
balloting agent.

GCG will, among other things:

     a. serve required notices and other pleadings;

     b. prepare for filing with the Clerk's Office a certificate
        or affidavit of service that includes an alphabetical list
        of persons on whom the notice was served, along with their
        addresses and the date and manner of service;

     c. maintain copies of proofs of claim and proofs of interest
        filed in the Debtors' Chapter 11 cases; and

     d. maintain official claims registers in the Debtors' Chapter
        11 cases by docketing proofs of claim and proofs of
        interest in a claims database.


GCG will be compensated based on its agreement with the Debtor.  A
copy of the agreement is available for free at:

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

Karen B. Shaer, the Executive Vice President and General Counsel
of GCG, assured the Court that the firm is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

                    About Orleans Homebuilders

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 the following 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).

Curtis S. Miller, Esq., and Robert J. Dehney, Esq., at Morris,
Nichols, Arsht & Tunnell, is the Company's Delaware and
restructuring counsel.  Cahill Gordon & Reindell LLP is the
Company's bankruptcy and restructuring counsel.  Blank Rome LLP is
the Company's special corporate counsel.  FTI Consulting Inc. is
the Company's financial advisor.  BMO Capital Markets is the
Company's M&A advisor.  Lieutenant Island Partners is the
Company's M&A consultant.

The Company estimated its assets and liabilities at $100,000,001
to $500,000,000.


ORLEANS HOMEBUILDERS: Sec. 341(a) Meeting Scheduled for April 14
-----------------------------------------------------------------
Roberta A. Deangelis, the Acting U.S. Trustee for Region 3, will
convene a meeting of creditors in Orleans Homebuilders, Inc. et
al.'s Chapter 11 case on April 14, 2010, at 2:00 p.m.  The meeting
will be held at J. Caleb Boggs Federal Building, 2nd Floor, Room
2112, 844 King Street, Suite 2207, Lockbox 35, Wilmington,
Delaware 19801.

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.

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 the following 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).

Curtis S. Miller, Esq., and Robert J. Dehney, Esq., at Morris,
Nichols, Arsht & Tunnell, is the Company's Delaware and
restructuring counsel.  Cahill Gordon & Reindell LLP is the
Company's bankruptcy and restructuring counsel.  Blank Rome LLP is
the Company's special corporate counsel.  FTI Consulting Inc. is
the Company's financial advisor.  BMO Capital Markets is the
Company's M&A advisor.  Lieutenant Island Partners is the
Company's M&A consultant.  The Company's claims and notice agent
is Garden City Group Inc.

The Company estimated its assets and liabilities at $100,000,001
to $500,000,000.


ORLEANS HOMEBUILDERS: Taps Cahill Gordon as Bankruptcy Counsel
--------------------------------------------------------------
Orleans Homebuilders, Inc., et al., have sought authorization from
the U.S. Bankruptcy Court for the District of Delaware to employ
Cahill Gordon & Reindel LLP as bankruptcy and restructuring
counsel.

Cahill Gordon will, among other things:

     a. provide legal support with respect to necessary actions to
        protect and to preserve the estates and assets of the
        Debtors, including the prosecution of actions on the
        Debtors' behalf, the defense of any actions commenced
        against the Debtors, the negotiations of disputes in which
        the Debtors are involved, and the preparation of
        objections to claims filed against the Debtors' estates;

     b. prepare motions, applications, answers, orders, reports,
        and other papers in connection with the administration of
        the Debtors' estates;

     c. negotiate and draft any agreements for the sale or
        purchase of any or all of the Debtors' assets, if
        appropriate; and

     d. negotiate and draft any plan of reorganization and all
        documents related thereto, including, but not limited to,
        a disclosure statement, ballots, and other forms for
        voting thereon.

Cahill Gordon will be paid based on the hourly rates of its
personnel:

        Attorneys                 $360-$888
        Paralegals                $175-$280

Joel H. Levitin, a partner at Cahill Gordon, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

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 the following 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).

The Company estimated its assets and liabilities at $100,000,001
to $500,000,000.


ORLEANS HOMEBUILDERS: Wants FTI Consulting as Financial Advisor
---------------------------------------------------------------
Orleans Homebuilders, Inc., et al., have asked for authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ FTI Consulting, Inc., as financial advisor.

FTI Consulting will, among other things:

     a. assist the Debtors in the preparation of financial-related
        disclosures required by the Court, including the Schedules
        of Assets and Liabilities, the Statements of Financial
        Affairs, and Monthly Operating Reports;

     b. assist the Debtors with information and analyses required
        pursuant to debtor-in-possession financing including the
        preparation for hearings regarding the use of cash
        collateral and DIP financing;

     c. assist with the identification and implementation of
        short-term cash management procedures; and

     d. provide advisory assistance in connection with the
        development and implementation of key employee retention
        and other critical employee benefit programs.

FTI Consulting will be paid based on the hourly rates of its
personnel:

        Senior Managing Director                 $755-$885
        Directors/Managing Directors             $545-$725
        Consultants/Senior Consultants           $270-$515
        Administration/Paraprofessionals         $110-$225

William Nolan, senior managing director at FTI Consulting, assures
the Court that the firm is "disinterested" as that term is defined
in Section 101(14) of the Bankruptcy Code.

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 the following 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).

The Company estimated its assets and liabilities at $100,000,001
to $500,000,000.


ORLEANS HOMEBUILDERS: Committee Organizational Meeting March 11
---------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on March 11, 2009, at
10:00 a.m. in the bankruptcy case of Orleans Homebuilders, Inc.,
et al.  The meeting will be held at Hotel DuPont, 11th & Market
Streets, Wilmington, DE 19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

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 the following 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).

Curtis S. Miller, Esq., and Robert J. Dehney, Esq., at Morris,
Nichols, Arsht & Tunnell, is the Company's Delaware and
restructuring counsel.  Cahill Gordon & Reindell LLP is the
Company's bankruptcy and restructuring counsel.  Blank Rome LLP is
the Company's special corporate counsel.  FTI Consulting Inc. is
the Company's financial advisor.  BMO Capital Markets is the
Company's M&A advisor.  Lieutenant Island Partners is the
Company's M&A consultant.  The Company's claims and notice agent
is Garden City Group Inc.

The Company estimated its assets and liabilities at $100,000,001
to $500,000,000.


OVERSEAS SHIPHOLDING: Second Offering Won't Affect Moody's Ratings
------------------------------------------------------------------
Moody's Investors Service said that the secondary offering by
Overseas Shipholding Group, Inc., of 3.5 million shares of its
common stock does not affect Moody's debt ratings of OSG.

The last rating action on OSG was the August 3, 2009 downgrade,
including of the corporate family rating to Ba2.

Overseas Shipholding Group, Inc., headquartered in New York City,
NY, is one of the largest publicly traded tanker companies in the
world, engaged primarily in the ocean transportation of crude oil
and petroleum products.


PACIFIC ETHANOL: Calif. State Court OKs Settlement with Socius
--------------------------------------------------------------
The Superior Court of the State of California for the County of
Los Angeles approved a Stipulation for Settlement of Claim between
Socius CG II Ltd. and Pacific Ethanol, Inc.  The Order provides
for the full and final settlement of Socius' $5,000,000 claim
against Pacific Ethanol.

Socius purchased the Claim from Lyles United LLC, a creditor of
Pacific Ethanol, pursuant to the terms of a Purchase and Option
Agreement dated effective as of March 2, 2010, between Socius and
Lyles United.  The Claim consists of the right to receive
$5,000,000 of principal amount of and under a loan made by Lyles
United to us pursuant to the terms of an Amended and Restated
Promissory Note dated Nov. 7, 2008, in the original principal
amount of $30,000,000.  Pursuant to the terms of the Order, on
March 5, 2010, we issued and delivered to Socius 5,800,000 shares
of our common stock.

The Settlement Shares represent approximately 9.99% of the total
number of shares of our common stock outstanding immediately
preceding the date of the Order.  The total number of shares of
our common stock to be issued to Socius or its designee in
connection with the Order will be adjusted on the 6th trading day
following the date on which the Settlement Shares are issued:

   * if the number of VWAP Shares exceeds the number of Settlement
     Shares initially issued, then we will issue to Socius or its
     designee additional shares of our common stock equal to the
     difference between the number of VWAP Shares and the number
     of Settlement Shares; and

   * if the number of VWAP Shares is less than the number of
     Settlement Shares, then Socius or its designee will return to
     us for cancellation that number of shares as equals the
     difference between the number of VWAP Shares and the number
     of Settlement Shares.

The number of VWAP Shares is equal to

   * $5,000,000 plus Socius' reasonable legal fees, expenses, and
     costs; and

   * divided by 80% of the volume weighted average price of the
     company's common stock over the 5-day trading period
     immediately following the date on which the Settlement Shares
     were issued.

In no event will the number of shares of our common stock issued
to Socius or its designee in connection with the settlement of the
Claim, aggregated with all shares of our common stock then owned
or beneficially owned or controlled by, collectively, Socius and
its affiliates, at any time exceed (x) 9.99% of the total number
of shares of our common stock then outstanding , or (y) without
our prior written consent, that number of shares of our common
stock that would trigger a new limitation under Internal Revenue
Code Section 382.

In addition, in no event will the aggregate number of shares of
our common stock issued to Socius or its designee in connection
with the settlement of the Claim, aggregated with any other shares
of our common stock issued to Socius and its designees by us, at
any time exceed 19.99% of the total number of shares of our common
stock outstanding immediately preceding the date of the Order
unless we have obtained either stockholder approval of the
issuance of more than such number of shares of our common stock
pursuant to NASDAQ Marketplace Rule 5635(d) or a waiver from
NASDAQ of our compliance with Rule 5635(d).

A full-text copy of the Order Approving Stipulation of Claim is
available for free at http://ResearchArchives.com/t/s?5794

A full-text copy of the Purchase and Option Agreement dated March
2, 2010 by and between Lyles United, LLC and Socius CG II, Ltd.
containing an Acknowledgment by Pacific Ethanol Inc. is available
for free at http://ResearchArchives.com/t/s?5795

A full-text copy of the Option/Purchase Agreement dated March 2,
2010 by and between Lyles Mechanical Co. and Socius CG II, Ltd.
containing an Acknowledgment by Pacific Ethanol Inc. is available
for free at http://ResearchArchives.com/t/s?5797

                     About Pacific Ethanol

Pacific Ethanol Holding Co. LLC and four affiliates filed for
Chapter 11 on May 17, 2009 (Bankr. D. Del. Case No. 09-11713).
Judge Kevin Gross handles the case.  Attorneys at Cooley Godward
Kronish LLP represent the Debtors as counsel.  Attorneys at Potter
Anderson & Corroon LLP are co-counsel.  Epiq Bankruptcy Solutions
LLC is the claims agent.  Pacific Ethanol Holding disclosed
$50 million to $100 million in assets and $100 million to
$500 million in debts in its petition.

Pacific Ethanol Inc. and its marketing subsidiaries, Kinergy
Marketing LLC, and Pacific Ag. Products, LLC, have not filed for
Chapter 11 bankruptcy protection.  The Company is expected to
continue to manage the Plant Subsidiaries under an Asset
Management Agreement and Kinergy and PAP are expected to continue
to market and sell the Plant Subsidiaries' ethanol and feed
production under existing Marketing Agreements.


PARKER DRILLING: S&P Assigns 'B+' Rating on $300 Mil. Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating (the same as the corporate credit rating on the company) to
Parker Drilling Co.'s new $300 million senior unsecured notes due
2018.  In addition, S&P assigned a recovery rating of '3' to this
debt, indicating expectations of meaningful (50%-70%) recovery in
a payment default.  Parker Drilling will use proceeds from the new
notes to repay its 9.625% senior notes and for general corporate
purposes, including repayment of borrowings outstanding under the
revolving credit facility.

The corporate credit rating on Parker Drilling is 'B+' and the
outlook is stable.  "The ratings on Parker reflect the company's
participation in a highly competitive, cyclical industry; its
large capital spending program; its operations in international
markets and areas that can expose it to geopolitical risks, and
currently soft industry conditions, given weak gas prices," said
Standard & Poor's credit analyst Aniki Saha-Yannopoulos.  The
ratings also account for the company's business and geographic
diversity, its high-profile projects with integrated oil
companies, and low debt leverage.

                           Rating List

                        Parker Drilling Co

       Corporate Credit Rating                 B+/Stable/--

                         Rating Assigned

                        Parker Drilling Co

           $300 Mil. Sr Unsec. Notes Due 2018       B+
              Recovery Rating                       3


PHILOSOPHY INC: S&P Changes Outlook to Stable; Affirms 'B' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Phoenix,
Arizona-based philosophy Inc. to stable from negative.  At the
same time, S&P affirmed its ratings on the company, including the
'B' corporate credit rating.

"The outlook revision reflects the company's improved operating
performance and credit metrics, and S&P's expectation that the
company will maintain credit measures close to current levels over
the next year," said Standard & Poor's credit analyst Susan ding.

The ratings on philosophy Inc. reflect its narrow business focus
and participation in the highly competitive and fragmented
cosmetics and personal care industries, relatively small sales and
earnings base, and significant customer concentration.

Philosophy has established good brand loyalty in its niche beauty,
personal care, and cosmetic segments.  However, the company
maintains a narrow product focus in these segments, and
competition remains intense.  The company competes with other
niche players such as Bare Escentuals Beauty Inc. (B+/Watch
Positive) and continues to face increasing competitive pressure
from larger beauty brands such as The Estee Lauder Cos. Inc.
(A/Negative/A-1), in addition to personal care brands of consumer-
product giants such as Procter & Gamble Co. (AA-/Stable/A-1+).
Intensified competition from these players could adversely affect
philosophy's profitability if it has to significantly increase
advertising and promotional spending to compete more directly with
these companies.

Although philosophy has a multichannel-distribution model, there
is still substantial channel and customer concentration through
direct response television (primarily through QVC), which accounts
for just under half of the company's sales.  However, Standard &
Poor's Ratings Services expects this concentration to decrease
somewhat as the company expands sales in other channels, such as
specialty retailers and department stores.  Nevertheless, the
company's revenue and earnings base remains relatively small
compared with some of its peers, and its revenues are primarily
concentrated in North America.  No significant acquisition
activity is expected over the intermediate term because the
company expects to grow by increasing penetration through its
existing channels and by capitalizing on opportunities to expand
its business internationally.  S&P expects that the company will
continue to invest in upgrading its systems and infrastructure to
achieve its growth objectives.

The outlook is stable.  S&P expects the company to maintain its
credit metrics close to current levels.  S&P would raise the
ratings if the company is able to maintain stable operating
results and margins remain in the low-to-mid 30% area.
Alternatively, S&P would lower the ratings if the company's
liquidity becomes constrained and covenant cushions tighten to
less than 10%.


PNG VENTURES: Wants Exclusive Plan Filing Extended Until May 7
--------------------------------------------------------------
PNG Ventures, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend their exclusive periods to file a
Chapter 11 plan or plans of reorganization and solicit acceptances
thereof until May 7, 2010, and July 6, 2010, respectively.

The Debtors have already filed a proposed Chapter 11 Plan of
Reorganization.

However, out of an abundance of caution, the Debtors are seeking
an extension.  In the event that the Plan is not confirmed, a
further extension will enable the Debtors to (i) negotiate a
different plan, and (ii) avoid any possibility of unnecessary
litigation and delay created by the filing of a competing plan.

The Debtors propose a hearing on their proposed extension on
April 9, 2010 at 1:00 p.m.  Objections, if any, are due March 15,
2010, at 4:00 p.m.

                        About PNG Ventures

PNG Ventures, Inc., produces, distributes, and sells liquefied
natural gas to customers within the transportation, industrial,
and municipal markets in the western United States and parts of
Mexico.  The Company sells substantially all of its LNG to fleet
customers, who typically own and operate their fueling stations.
The Company also sells a small volume of LNG to customers for non-
vehicle use.  The Company owns one public LNG fueling station from
which it sells LNG to numerous parties.  The Company produces LNG
at its liquefaction plant in Arizona, but also purchases, from
time to time, LNG supplies from third parties, typically on spot
contracts.  The Company sells LNG principally through supply
contracts that are normally on an index-plus basis, although it
also occasionally enters into fixed-price contracts.

The Company is headquartered in Dallas, Texas.  The LNG business
conducts its operations principally in Arizona and California.
Through the Company's LNG business, the Company offers turnkey
fuel solutions to its customers, including clean LNG fuel (99%
methane gas) and delivery, equipment storage, fuel dispensing
equipment and fuel loading facilities.

PNG Ventures and its affiliates filed for Chapter 11 on
September 10, 2009 (Bankr. D. Del. Case No. 09-13162).  Attorneys
at Fox Rothschild LLP represent the Debtors in their restructuring
effort.  Logan & Co. serves as claims and notice agent.


PREMIER GENERAL: Must Answer Involuntary Petition by March 17
-------------------------------------------------------------
ABI reports that the same creditors that put the affiliate of
water well drilling company Premier General Holdings Ltd. into
bankruptcy involuntarily eight months ago have done it again.

In July 2009, Dean Davenport, which has filed a lawsuit against
Premier, petitioned to force Premier into involuntary bankruptcy.

A court filing by Premier before the Supreme Court of Texas said
that in 1999, Mark Wynne, James Allen, and Dean Davenport formed a
partnership named Water Exploration Co., Inc.  Its purpose was to
drill for water in the Middle Trinity Aquifer in Northern Bexar
County, and to sell the water produced to the City of San Antonio
and Bexar Metropolitan Water District.  Each of the three partners
owned a 33% interest in WECO through their respective limited
partnerships: Premier General Holdings, Ltd. (Wynne), J. Allen
Family Partners, Ltd. (Allen), and Dillon Water Resources, LP
(Davenport).  The remaining 1% interest in WECO was owned by a
general partnership named WAD, Inc., an acronym for the partners'
last names.  Several years into the venture, the relationship
between Wynne and Allen on the one hand and Davenport on the other
became strained and they discussed getting a "divorce."
Ultimately, the partners became embroiled in litigation involving
multiple claims and counterclaims.  The pertinent claim is the one
by Davenport and his limited partnership, Dillon, alleging that
Wynne and Allen, and their respective partnerships, "converted"
Dillon's 33% partnership interest in WECO.  A trial court awarded
$70 million to Dillon as the purported "value" of Dillon's 33%
interest in WECO.  The trial court ultimately relied on that
"value" in awarding $60 million in actual damages against Premier,
after deducting a settlement credit.

Davenport reasoned that if he could force Premier into involuntary
bankruptcy, he could compel Premier to sell the very 33% interest
Mr. Wynne and Premier refused to voluntarily give up.  Following a
hearing, the bankruptcy court entered an order on October 19, 2009
that "PREMIER GENERAL HOLDINGS, LTD., is not an appropriate
candidate to have an Order for Relief entered against it as
contemplated by 11 U.S.C. 303.


PRINCETON OFFICE: Tax Sale Cert. Holder Didn't Hold Tax Claim
-------------------------------------------------------------
An entity that acquired a tax sale certificate at a prepetition
tax sale conducted in accordance with New Jersey law, by paying a
governmental entity the delinquent property taxes owed by the
debtor-limited partnership, did not qualify as the holder of a
"tax claim," and was not protected by 11 U.S.C. Sec. 511(a)'s
antimodification provision from having the debtor-limited
partnership, as part of its proposed Chapter 11 plan, from
reducing the interest rate payable on its claim from the 18% rate
established by state statute to a market rate.  Under New Jersey
law, the entity did not hold a claim for taxes, which it had
previously paid to the government entity, but merely a statutory
lien, which could be satisfied by payment of the sum that it paid
to acquire the tax sale certificate together with interest.
Princeton Office Park, L.P., --- B.R. ----, 2010 WL 596500 (Bankr.
D. N.J.) (Kaplan, J.).

                   About Princeton Office Park

Headquartered in Morristown, N.J., Princeton Office Park,
LP, is a real estate development company that owns a 170,000
square-foot building on 37 acres located at 4100 Quakerbridge
Road in Lawrence Township, N.J.  The property has been re-
zoned for multi-family residental use at 10 units per acre
or 370 units.

Princeton Office Park GP, L.P. holds a 50% equity interest in the
Debtor.  Princeton GP's general partner is United States Land
Resources, L.P., a New Jersey limited partnership, whose general
partner is United States Realty Resources, Inc., a New Jersey
corporation.  Lawrence S. Berger is the president of USRR.  The
Debtor's limited partners is Success Truehand GmbH, which holds a
31.67% equity interest in the Debtor.

The Company sought Chapter 11 protection (Bankr. D. N.J. Case No.
08-27149) on September 9, 2008.  Melissa A. Pena, Esq., at
Norris, McLauglin & Marcus, in New York, and Morris S. Bauer,
Esq., at Norris McLaughlin & Marcus PA, in Bridgewater, New
Jersey, represent the Debtor.  In its schedules, the Debtor
disclosed total assets of $25,000,000 and total debts of
$2,517,370.

On June 10, 2009, the Debtor filed a Plan and Disclosure
Statement, which provided for extended satisfaction of Plymouth
Park's tax sale certificate claim and lowering the interest rate
to 6% to reflect the market interest rate at the time.  The Plan
also proposed that Debtor would execute a note and mortgage to
secure its obligation to Plymouth Park.  That plan has been
confirmed or is rapidly moving toward confirmation.


PROVO CRAFT: S&P Assigns Corporate Credit Rating at 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Spanish Fork, Utah-based Provo Craft and Novelty
Inc.  The outlook is stable.

In addition, Standard & Poor's assigned its issue-level and
recovery ratings to Provo's proposed $170 million senior secured
credit facility, which is comprised of a $50 million five-year
revolving credit facility and $120 million six-year term loan
credit facility.  The $170 million senior secured credit facility
is rated 'B+', one notch higher than the corporate credit rating.
The recovery rating is '2', indicating S&P's expectation that
lenders will have substantial (70%-90%) recovery in the event of a
payment default.

"The ratings on Provo reflect the company's narrow business focus
in a small segment of the overall crafts industry, small revenue
base, high customer concentration, and limited operating history,"
said Standard & Poor's credit analyst Jacqueline Hui.  The company
benefits from well-recognized brands in the paper crafts industry
and solid margins.

Provo is a designer and marketer of craft products, marketed
primarily under the Cricut brand.  Cricut products include
electronic cutting systems machines and supplemental cartridges
and other crafts-related accessories.  The company distributes the
majority of its products through craft retail chains, mass
merchants, warehouse retailers and independent specialty
retailers.  The Cricut brand has high brand awareness and Provo
holds the market dominant position within the electronic cutting
systems market, but the $270 million electronic cutting systems
market is a small segment within the $4 billion paper crafts
industry.  Though the paper crafts industry grew at a compound
annual growth rate of about 9% from 2005 to 2007, it is
susceptible to discretionary consumer spending and experienced
softness during the recent economic downturn.  In addition, the
company has high customer concentration, with the top three
customers accounting for 43% of 2009 total revenues.

The stable outlook reflects S&P's expectation that the company
will maintain its strong market positions and solid operating
performance over the near term despite the current weak economic
environment.  S&P could consider a rating upgrade if the company
successfully further diversifies its business and strong operating
performance continues, with leverage maintained in the mid-3x
area.  S&P estimate this could occur if EBITDA increases 10%
(assuming debt levels do not significantly change from current
levels).  Alternatively, S&P could consider a downgrade if the
company's operating results weaken, causing leverage to exceed 5x,
liquidity to tighten, and covenant cushion levels to decrease
below 10%.  S&P estimates leverage could exceed 5x if EBITDA
declined 30% (assuming debt levels do not significantly change
from current levels).


PUREDEPTH INC: To Deregister Common Stock
-----------------------------------------
PureDepth Inc. said that it filed post-effective amendments to
each of its outstanding registration statements to deregister
remaining but unsold shares of common stock.  The Company also
said that it intends to voluntarily deregister its common stock on
or about March 15, 2010, with the Securities and Exchange
Commission.

The Company's obligation to file certain reports with the SEC,
including Forms 10-K, 10-Q, and 8K, will immediately be suspended.
As a result of the filing, the company expects that its shares
will no longer be quoted on the OTC Bulletin Board.  However,
PureDepth anticipates, but cannot guarantee, that its common stock
may be quoted on the Pink Sheets after it delists.

The Pink Sheets is a provider of pricing and financial information
for the over-the-counter securities markets.  It is a centralized
quotation service that collects and publishes market maker quotes
in real time primarily through its website, www.pinksheets.com,
which provides stock and bond price quotes, financial news, and
information about securities.  PureDepth does not have plans to
seeking the listing of its common stock on the OTCQX.

                    CEO Wood to Reduce Hours

PureDepth said that CEO Andy Wood will reduce his hours with the
Company and begin working half-time, effective immediately.

Mr. Wood stated, "After much consideration, our management team
and board of directors determined that the benefits of continued
registration no longer outweighed the financial and administrative
burdens imposed by the reporting requirements.  PureDepth was
spending more than $750,000 per year and significant management
time on compliance issues, money and time that would be better
spent investing in our markets and technology.  This need to
conserve the company's cash resources is also the reason that I
have agreed with the Board to work half-time, at half salary.

"We believe that the actions we are announcing today will allow us
to run our business most efficiently as we continue to promote and
develop new applications and markets for MLD technology," Mr. Wood
noted

                         About PureDepth

PureDepth, Inc., along with its wholly owned subsidiaries,
PureDepth Limited, PureDepth Incorporated Limited, PureDepth Japan
KK, and predecessor parent entity, Deep Video Imaging Limited,
develops, markets, licenses, and supports multi-layer display
technology.  The Company also sells prototype MLD-enabled display
devices and related components that it manufactures.  The
Company's technology has application in industries and markets
where LCD monitors and displays are utilized including location
based entertainment, computer monitors, telecommunications, mobile
phones and other hand held devices.

At October 31, 2009, the Company had total assets of $7,519,777
against total liabilities of $16,857,577, resulting in
stockholders' deficit of $9,337,800.


QUAD/GRAPHICS INC: Moody's Assigns 'Ba2' Corporate Family Rating
----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to
Quad/Graphics, Inc., of Ba2 corporate family rating, Ba2
probability of default rating and an SGL-3 speculative grade
liquidity rating (indicating adequate liquidity arrangements); the
rating outlook is stable.  The company's senior secured credit
facilities were rated Ba2, the same level as the CFR.

Pending regulatory approval and normal pre-conditions including
shareholder approvals, Quad will acquire World Color Press Inc.
This is a transformational transaction.  Although Quad has a
reputation for being an efficient, low cost operator, Worldcolor's
revenue base is just over 70% larger than Quad's and is
accompanied by a much higher cost structure.  Success depends on
quickly and cost-effectively eliminating redundant operations so
that the continuing entity's capacity utilization increases and it
takes on Quad's cost structure.  Moody's also anticipate that near
term capital expenditures can be temporarily suppressed as
capacity is rationalized.  The friendly nature of the business
combination has provided Quad with ample time to formulate
credible integration plans, however, the differences in the scale
and the magnitude of anticipated synergies (+/- 5% of pro forma
Revenues) suggest that execution risks are material.  Risks are
amplified by secular pressures that significantly limit growth
prospects for companies in the North American commercial printing
industry.  In turn, execution set-backs will not be masked by
market growth.  As well, liquidity planning is relatively
aggressive; should the company suffer a material set-back, the
liquidity cushion may be quickly eroded.

Assignments:

Issuer: Quad/Graphics Inc.

  -- Corporate Family Rating, Assigned Ba2
  -- Probability of Default Rating, Assigned Ba2
  -- Speculative Grade Liquidity Rating, Assigned SGL-3
  -- Outlook, Assigned Stable
  -- Senior Secured Bank Credit Facility, Assigned Ba2 (LGD3, 46%)

Quad has not previously been rated by Moody's; this action is the
Moody's first for the company.

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

Headquartered in Sussex, Wisconsin, Quad/Graphics, Inc. (Quad), is
a leading North American commercial printing company.  The company
is in the process of acquiring World Color Press Inc., the second-
largest commercial printer in North America, which is based in
Montreal, Quebec, Canada.


QUAD/GRAPHICS INC: S&P Assigns 'BB' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Sussex, Wisconsin-based Quad/Graphics Inc. in
connection with its acquisition of print industry competitor,
World Color Press Inc.

At the same time, S&P assigned its issue-level and recovery
ratings to the company's proposed $1.2 billion senior secured
credit facility, consisting of an $800 million term loan due 2016
and a $400 million revolving credit facility due 2014, the
proceeds of which will finance the acquisition.  The credit
facility is rated 'BB+' (one notch higher than the corporate
credit rating on the company) with a recovery rating of '2',
indicating S&P's expectation of substantial (70% to 90%) recovery
for lenders in the event of payment default.

"The 'BB' corporate credit rating reflects the highly competitive
printing business in which Quad operates, significant revenue
volatility over the economic cycle, uncertainties related to the
sustainability of the emerging recovery in printing, and
meaningful integration risks related to the acquisition of World
Color," said Standard & Poor's credit analyst Michael Listner.

"These factors are somewhat offset by S&P's expectation that the
acquisition will expand Quad's geographic footprint and customer
base, while enabling the company to realize a meaningful level of
cost synergies over the next several years through the elimination
of excess printing capacity and overlapping administrative
functions."

Although pro forma credit measures are good for the rating, S&P
believes that the scale of the transaction presents integration
risks, including potential lost sales from contract terminations,
the potential for integration costs to exceed management's
expectations, and timing delays in realizing synergies.  Still,
Quad maintains one of the most efficient operating platforms
across the printing industry, as evidenced by one of the highest
EBITDA margins (18% in 2009).  Given expected good credit measures
for the company, the rating can withstand a relatively high level
of variability in the timing of synergies, as well as the costs
incurred to realize those savings.

S&P is projecting a mid-single-digit percentage decline in 2010
revenues compared to pro forma revenues of $4.9 billion in 2009.
However, expect that EBITDA will grow in the mid-single-digit
percentage area as a result of a modest amount of synergies
realized during the second half of 2010 (assuming the acquisition
closes in the summer of 2010).  The 'BB' rating reflects its
expectation that revenue will decline in the mid-single-digit
percentage area in 2011, as a result of incremental lost sales and
continued price degradation, but that the company will begin to
realize a more significant level of synergies during that year,
leading to growth in EBITDA in the low-teens percentage area.
Based on these operating assumptions (as well as S&P's expectation
that free cash flow will be used to prepay term debt), its measure
of leverage (adjusted for underfunded pension obligations at World
Color and operating leases) could improve to the low- to mid-2x
range at the end of 2011 from about 2.7x expected at the end of
2010.  Key risks to improving leverage are revenue variability and
integration underperformance.


R STAR RESTAURANTS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: R Star Restaurants, Inc.
          dba Lone Star Steakhouse
          dba Lone Star Steakhouse & Saloon
        1222 East Irvine Boulevard
        Tustin, CA 92780

Bankruptcy Case No.: 10-12892

Chapter 11 Petition Date: March 8, 2010

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

Judge: Theodor Albert

Debtor's Counsel: Thomas J. Polis, Esq.
                  Polis & Associates, APLC
                  19800 MacArthur Blvd., Ste 1000
                  Irvine, CA 92612-2433
                  Tel: (949) 862-0040
                  Fax: (949) 862-0041
                  Email: tom@polis-law.com

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

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

According to the schedules, the Company has assets of $2,060,438,
and total debts of $3,426,812.

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

             http://bankrupt.com/misc/cacb10-12892.pdf

The petition was signed by Gregg H. Rotcher, president of the
Company.


RAYMOND HERMAN MEHNER: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Raymond Herman Mehner
          aka Ray Mehner
        1416 Galaxy Drive
        Hinton, IA 51024

Bankruptcy Case No.: 10-80627

Chapter 11 Petition Date: March 8, 2010

Court: United States Bankruptcy Court
       District of Nebraska (Omaha Office)

Debtor's Counsel: Jenna B. Taub, Esq.
                  Jenna Taub Law
                  11930 Arbor Street, Suite 202
                  Omaha, NE 68145
                  Tel: (402) 210-2335
                  Email: jenna@jennalaw.com

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

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

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

The petition was signed by Mr. Mehner.


RC SOONER: Gets Interim Nod to Use Fannie Mae's Cash Collateral
---------------------------------------------------------------
RC Sooner Holdings, LLC, et al., sought and obtained interim
authorization from the U.S. Bankruptcy Court for the District of
Delaware to use the cash collateral of Federal National Mortgage
Association, aka Fannie Mae.

Christopher S. Chow, Esq., and Matthew G. Summers, Esq., at
Ballard Spahr LLP, the attorneys for the Debtors, explain that the
Debtors need the money to fund their Chapter 11 case, pay
suppliers and other parties.  The Debtors will use the collateral
pursuant to a budget, a copy of which is available for free at:

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

In exchange for using the cash collateral, the Debtors propose to
grant Fannie Mae additional and replacement security interests and
liens.

The Debtors will provide Fannie Mae, within 20 days following the
end of each prior month, a report summarizing income received by
the Debtors and expenses paid by the Debtors during the prior
month.

The Court has set a final hearing for March 11, 2010, at
9:00 a.m., on the Debtors' request to use cash collateral.

Wilmington, Delaware-based RC Sooner Holdings, LLC, filed for
Chapter 11 bankruptcy protection on February 22, 2010 (Bankr. D.
Delaware Case No. 10-10528).  Christopher S. Chow, Esq., at
Ballard Spahr Andrews & Ingersoll, LLP, assists the Company in its
restructuring effort.  The Company estimated its assets and debts
at $10,000,001 to $50,000,000.


REGENT COMMUNICATIONS: Gets Court OK to Hire KCC as Claims Agent
----------------------------------------------------------------
Regent Communications, Inc., et al., sought and obtained interim
authorization from the Hon. Kevin Gross of the U.S. Bankruptcy
Court for the District of Delaware to employ Kurtzman Carson
Consultants LLC as notice, claims and solicitation agent.

KCC will, among other things:

     a. prepare and serve notices in the Chapter 11 cases;

     b. receive, examine, and maintain copies of proofs of claim
        and proofs of interest filed in the Debtors' Chapter 11
        cases;

     c. maintain official claims registers in the Debtors' Chapter
        11 cases by docketing proofs of claim and proofs of
        interest in a claims database; and

     d. record transfers of claims.

KCC will be compensated for its services based on its services
agreement with the Debtors.  A copy of the agreement is available
for free at http://bankrupt.com/misc/REGENT_COMM_servicespact.pdf

Albert Kass, vice president of corporate restructuring services at
KCC, assures the Court that the firm is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Cincinnati, Ohio, Regent Communications, Inc., is
a radio broadcasting company that acquires, develops, and operates
radio stations.  There are 47 subsidiary entities with 62 radio
stations in markets in Colorado, Illinois, Indiana, Kentucky,
Louisiana, Michigan, Minnesota, New York, and Texas.  Regent
Communications focuses on radio stations in mid-sized market that
are diversified in terms of geographic location, target
demographics and format in order to minimize the effects of
downturns in specific markets and changes in format preferences.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Delaware Case No. 10-10632).  Michael R. Nestor,
Esq., at Young Conaway Stargatt & Taylor, assists the Company in
its restructuring effort.  As of January 31, 2010, the Company had
$166,506,000 in assets and $211,282,000 in liabilities.


REGENT COMMUNICATIONS: Sec. 341(a) Meeting Scheduled for March 31
-----------------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
in Regent Communications, Inc., et al.,'s Chapter 11 case on
March 31, 2010, at 11:00 a.m.  The meeting will be held at J.
Caleb Boggs Federal Building, 844 North King Street, 2nd Floor,
Room 2112, Wilmington, Delaware 19801.

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.

Headquartered in Cincinnati, Ohio, Regent Communications, Inc., is
a radio broadcasting company that acquires, develops, and operates
radio stations.  There are 47 subsidiary entities with 62 radio
stations in markets in Colorado, Illinois, Indiana, Kentucky,
Louisiana, Michigan, Minnesota, New York, and Texas.  Regent
Communications focuses on radio stations in mid-sized market that
are diversified in terms of geographic location, target
demographics and format in order to minimize the effects of
downturns in specific markets and changes in format preferences.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Delaware Case No. 10-10632).  Michael R. Nestor,
Esq., at Young Conaway Stargatt & Taylor, assists the Company in
its restructuring effort.  As of January 31, 2010, the Company had
$166,506,000 in assets and $211,282,000 in liabilities.


REGENT COMMUNICATIONS: Taps Young Conaway as Delaware Counsel
-------------------------------------------------------------
Regent Communications, Inc., et al., have sought authorization
from the U.S. Bankruptcy Court for the District of Delaware to
employ Young Conaway Stargatt & Taylor, LLP, as Delaware
bankruptcy counsel, nunc pro tunc to the Petition Date.

Younmg Conaway will, among other things:

     a. prepare and pursue confirmation of a plan and approval of
        a disclosure statement;

     b. prepare applications, motions, answers, orders, reports,
        and other legal papers;

     c. appear in Court and to protect the interests of the
        Debtors before the Court; and

     d. perform all other legal services for the Debtors which may
        be necessary and proper in the proceedings.

The Debtors are also seeking to hire Latham & Watkins, LLP, as
bankruptcy co-counsel.  Young Conaway and L&W have discussed a
division of responsibilities and will make every effort to avoid
duplication of effort in the Debtors' bankruptcy cases.

Younmg Conaway will be paid based on the hourly rates of its
personnel:

        Michael R. Nestor, Partner                $610
        Kara Hammond Coyle, Associate             $355
        Michael S. Neiburg, Associate             $285
        Morgan L. Seward, Associate               $265
        Debbie Laskin, Paralegal                  $220

Michael R. Nestor, a partner at Young Conaway, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Headquartered in Cincinnati, Ohio, Regent Communications, Inc., is
a radio broadcasting company that acquires, develops, and operates
radio stations.  There are 47 subsidiary entities with 62 radio
stations in markets in Colorado, Illinois, Indiana, Kentucky,
Louisiana, Michigan, Minnesota, New York, and Texas.  Regent
Communications focuses on radio stations in mid-sized market that
are diversified in terms of geographic location, target
demographics and format in order to minimize the effects of
downturns in specific markets and changes in format preferences.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Delaware Case No. 10-10632).  As of January 31,
2010, the Company had $166,506,000 in assets and $211,282,000 in
liabilities.


REGENT COMMUNICATIONS: Wants Latham & Watkins as Co-Counsel
-----------------------------------------------------------
Regent Communications Inc., et al., have asked for permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Latham & Watkins LLP as bankruptcy co-counsel, nunc pro tunc to
the Petition Date.

L&W will, among other things:

     a. attend meetings and negotiate with representatives of
        creditors, interest holders and other parties-in-interest;

     b. take necessary action to protect and preserve the Debtors'
        estates, including prosecuting actions on the Debtors'
        behalf, defending any action commenced against the Debtors
        and representing the Debtors' interests in negotiations
        concerning litigation in which the Debtors are involved,
        including objections to claims filed against the estates;

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

     d. take necessary action on behalf of the Debtors to obtain
        approval of a disclosure statement and confirmation of a
        plan.

The Debtors have also employed Young Conaway Stargatt & Taylor,
LLP, as Delaware bankruptcy counsel.  L&W has advised the Debtors
that it will carefully monitor and coordinate with YCS&T and any
other professionals retained by the Debtors and will clearly
delineate their respective duties, to prevent duplication of
effort.

L&W will be paid based on the hourly rates of its personnel:

        Partners              $750-$1,090
        Counsel               $695-$1,065
        Associates             $370-$740
        Paraprofessionals      $95-$430

Josef S. Athanas, a partner at L&W, assures the Court that the
firm is "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Cincinnati, Ohio, Regent Communications, Inc., is
a radio broadcasting company that acquires, develops, and operates
radio stations.  There are 47 subsidiary entities with 62 radio
stations in markets in Colorado, Illinois, Indiana, Kentucky,
Louisiana, Michigan, Minnesota, New York, and Texas.  Regent
Communications focuses on radio stations in mid-sized market that
are diversified in terms of geographic location, target
demographics and format in order to minimize the effects of
downturns in specific markets and changes in format preferences.

The Company filed for Chapter 11 bankruptcy protection on March 1,
2010 (Bankr. D. Delaware Case No. 10-10632).  As of January 31,
2010, the Company had $166,506,000 in assets and $211,282,000 in
liabilities.


REPUBLIC STORAGE: Court Closes Chapter 11 Reorganization Case
-------------------------------------------------------------
The Hon. Russ Kendig of the U.S. Bankruptcy Court for the Northern
District of Ohio has closed the Chapter 11 case of The Belden
Locker Company, fka Republic Storage Systems Company, Inc.

Based in Canton, Ohio, Republic Storage Systems Company Inc. nka
The Belden Locker Company -- http://www.republicstorage.com/--
manufactured several lines of shelving and storage products
including lockers, industrial storage products, custom designed
mezzanine systems and engineered storage systems.

The Company filed for Chapter 11 protection on March 14, 2006
(Bankr. N.D. Ohio Case No. 06-60316).  James Michael Lawniczak,
Esq., Karen A. Visocan, Esq., Lisa M. Yerrace, Esq., Nathan A.
Wheatley, Esq., and Laura McBride, Esq, at Calfee, Halter &
Griswold LLP, represent the Debtor in its restructuring efforts.
Dov Frankel, Esq., Harry W. Greenfield, Esq., at Buckley King,
LPA; and Wanda Borges, Esq., at Borges Donovan Attorneys at Law,
LLC, represent the official committee of unsecured creditors.
When the Debtor filed for protection from its creditors, it listed
between $10 million and $50 million in assets and debts.


REVLON INC: Proposes Refinancing of Credit Facilities
-----------------------------------------------------
Revlon Consumer Products Corporation, the wholly owned operating
subsidiary of Revlon Inc., said it is exploring refinancing of its
existing credit facilities, including its term loan facility and
revolving credit facility.

A revised term sheet that RCPC is discussing with the potential
lenders involved in refinancing RCPC's existing term loan facility
is available for free at http://ResearchArchives.com/t/s?57c8

The proposed refinancing transactions are expected to close and
fund in early- to mid-March 2010.  Consummation of the refinancing
is subject to market and other customary conditions, including,
among other things, the execution of definitive documentation and
perfection of security interests in collateral.  There can be no
assurances as to the terms and conditions on which the possible
refinancing may be finalized and closed, nor that the possible
refinancing will be finalized and closed.


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.


RICHMOND HILLS: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Richmond Hills Residential Partners, LLC
        3317 Masonboro Loop Road, Ste 150
        Wilmington, NC 28409

Bankruptcy Case No.: 10-01808

Chapter 11 Petition Date: March 8, 2010

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  Email: efile@stubbsperdue.com

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

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

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

             http://bankrupt.com/misc/nceb10-01808.pdf

The petition was signed by Stephen D. Saieed, member-manager of
the Company.


ROBERT DUNHAM: Case Summary & 7 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Robert W. Dunham
        6010 Restview Drive
        Harrisburg, PA 17112

Bankruptcy Case No.: 10-01801

Chapter 11 Petition Date: March 8, 2010

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Craig A. Diehl, Esq.
                  3464 Trindle Road
                  Camp Hill, PA 17011-4436
                  Tel: (717) 763-7613
                  Fax: (717) 763-8293
                  Email: cdiehl@cadiehllaw.com

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

Estimated Debts: $0 to $50,000

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

             http://bankrupt.com/misc/pamb10-01801.pdf

The petition was signed by Mr. Dunham.


ROBERT NAGY: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Joint Debtors: Robert S. Nagy
               Leah J. Therasse
                 dba Therasse Rentals
               13831 Edinboro Plank Road
               Cambridge Springs, PA 16403

Bankruptcy Case No.: 10-10404

Chapter 11 Petition Date: March 8, 2010

Court: United States Bankruptcy Court
       Western District of Pennsylvania (Erie)

Judge: Thomas P. Agresti

Debtors' Counsel: Gary V. Skiba, Esq.
                  The McDonald Group, L.L.P.
                  456 West Sixth Street
                  P.O. Box 1757
                  Erie, PA 16507
                  Tel: (814) 456-5318
                  Fax: (814) 456-3840
                  Email: gskiba@tmgattys.com

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

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

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

            http://bankrupt.com/misc/pawb10-10404.pdf

The petition was signed by the Joint Debtors.


ROSE LEE TAYLOR: Case Summary & 6 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Rose Lee Taylor
        4945 Farmwood Drive
        Memphis, TN 38116

Bankruptcy Case No.: 10-22568

Chapter 11 Petition Date: March 8, 2010

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

Judge: Paulette J. Delk

Debtor's Counsel: Steven Lee Lefkovitz, Esq.
                  Lefkovitz & Lefkovitz
                  618 Church Street, #410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Email: slefkovitz@lefkovitz.com

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

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

According to the schedules, the Company has assets of $1,236,900,
and total debts of $383,261.

A full-text copy of Ms. Taylor's petition, including a list of her
6 largest unsecured creditors, is available for free at:

             http://bankrupt.com/misc/tnwb10-22568.pdf

The petition was signed by Ms. Taylor.


RQB RESORT: Files List of 20 Largest Unsecured Creditors
--------------------------------------------------------
RQB Resort, LP, has filed with the U.S. Bankruptcy Court for the
Middle District of Florida a list of its 20 largest unsecured
creditors.

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

                 http://bankrupt.com/misc/flmb10-01596.pdf

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection on March 1, 2010 (Bankr. M.D. Fla. Case No. 10-01596).
The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, assists the
Company in its restructuring effort.  The Company estimated its
assets and debts at $100,000,001 to $500,000,000.


RQB RESORT: Gets 35-Day Extension for Filing of Schedules
---------------------------------------------------------
The Hon. Paul M. Glenn of the U.S. Bankruptcy Court for the Middle
District of Florida has extended, at the behest of RQB Resort, LP,
and RQB Development, LP, the deadline for the filing of
consolidated creditor matrix, schedule of current income and
expenditure, schedules of assets and liabilities, statements of
financial affairs, and lists of unexpired leases and executory
contracts until April 19, 2010.

The Debtors combined have approximately 300 creditors.  The
Debtors said that given the size and complexity of their
businesses, the Debtors require additional 35 days from the
previous March 15 deadline to complete their schedules and
statements.

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection on March 1, 2010 (Bankr. M.D. Fla. Case No. 10-01596).
The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, assists the
Company in its restructuring effort.  The Company estimated its
assets and debts at $100,000,001 to $500,000,000.


RQB RESORT: Section 341(a) Meeting Scheduled for April 14
---------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of creditors
in RQB Resort, LP's Chapter 11 case on April 14, 2010, at 12:00
p.m.  The meeting will be held at FIRST FLOOR, 300 North Hogan St.
Suite 1-200, Jacksonville, FL 32202.

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.

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection on March 1, 2010 (Bankr. M.D. Fla. Case No. 10-01596).

The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, assists the
Company in its restructuring effort.  The Company estimated its
assets and debts at $100,000,001 to $500,000,000.


RQB RESORT: Taps Smith Hulsey as Bankruptcy Counsel
---------------------------------------------------
RQB Resort, LP, and RQB Development, LP, have asked for
authorization from the U.S. Bankruptcy Court for the Middle
District of Florida to employ Smith Hulsey & Busey as bankruptcy
counsel, nunc pro tunc to March 1, 2010.

Smith Hulsey will represent the Debtors in their Chapter 11 cases.

Smith Hulsey will be paid based on the hourly rates of its
personnel:

     Attorneys      $180-$455
     Paralegals       $155

The Debtors assure the Court that Smith Hulsey is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection on March 1, 2010 (Bankr. M.D. Fla. Case No. 10-01596).
The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.

The Company estimated its assets and debts at $100,000,001 to
$500,000,000.


RUBICON US: Noteholders Win Approval to File Rival Plan
-------------------------------------------------------
Michael Bathon at Bloomberg News reported that U.S. Bankruptcy
Judge Brendan Linehan Shannon terminated Rubicon US REIT Inc.'s
exclusive period to propose a Chapter 11 plan, giving the
noteholders owed $81.1 million the right to file a competing plan.

"I acknowledge that terminating exclusivity is an extraordinary
step," Judge Shannon said at a hearing on March 9.  "There is a
basic disagreement on what direction this case should go," and
"the circumstances of this case merit termination of exclusivity,"
he said.

The noteholders claim Rubicon is pursuing "a sale process where
they would take a significant haircut" compared to a proposal they
have crafted.  A plan by noteholders would allow them to "take the
equity and sell the assets over time," Joseph P. Davis, an
attorney for the noteholders, told Judge Shannon.

The Rubicon Noteholders consist of the holders of 100% of the
global senior notes, which include affiliates of Starwood Capital
Group Global, LLC, KJ Mandrake LLC, JPMorgan Chase Funding Inc.
and N-Real Estate CDO IX, Ltd.

                      Noteholders' Allegations

A group of holders of notes issued by Rubicon US REIT filed --
only three weeks in to the case -- a motion for an order
terminating the exclusive periods for Rubicon to propose and
solicit acceptances of a plan.  The Rubicon Noteholders say
extraordinary circumstances warrant the immediate relief.  They
say the Debtors were forced to file for bankruptcy as a result of
a series of "disastrous errors committed by their directors and
their attorney."  Rubicon, according to the Noteholders, entered
into a one-sided, secret letter of intent with Global Asset
Capital LLC that put "Rubicon and the other Debtors on a
disastrous and value-diminishing course".

According to counsel, Dennis A. Meloro, Esq., at Greenberg
Traurig, LLP, as a result of entering into the LOI and its
subsequent breaches, Rubicon found itself a defendant in the
Chancery Court Litigation and the subject of the TRO which
enjoined Rubicon from: (i) disclosing any of the contents of the
LOI without prior written consent of GAC; (ii) soliciting or
entertaining any third party offers involving any of the Sale
Properties set forth in the LOI for the duration of the LOI; and
(iii) asserting that the LOI had terminated pursuant to the
termination provisions set forth therein.

With the TRO in effect, Rubicon faced a dilemma: (i) remain out of
bankruptcy to be embroiled in costly litigation with GAC while the
terms of the TRO enjoined Rubicon from, inter alia, entertaining
any alternative proposals for an out-of-court sales process or a
workout, which would maximize the value of the enterprise; or (ii)
negotiate a stalking horse agreement and settlement with GAC that
would require a chapter 11 filings.

Following entry of the TRO, without any negotiating leverage,
Rubicon entered into settlement discussions with GAC, resulting in
the execution of the Exclusive Negotiating Rights Agreement.
Among other things, the Exclusivity Agreement (i) requires the
Debtors to file for Chapter 11 by January 20, 2010; (ii) requires
the Debtors to use their best efforts to negotiate a stalking
horse agreement for the Sale Properties in accordance with onerous
terms contained in an attached term sheet; and (iii) provides a 52
day "Exclusive Negotiation Period" during which the Debtors are
prohibited from entertaining any other sale or restructuring
proposals.

Since Rubicon's financial problems began, the Rubicon Noteholders
unanimously opposed the filing of bankruptcy cases by Rubicon and
its subsidiaries.  The Rubicon Noteholders did not consider a
chapter 11 filing to be a viable option because (i) all the
mortgages generate sufficient cash to service their debt and pay
local operating expenses; (ii) collectively the mortgages generate
sufficient free cash to pay Rubicon's operating expenses, (iii) a
bankruptcy would be expensive and destroy value, and (iv) the fire
sale liquidation value realized in bankruptcy would be less than
the going-concern value that the company could obtain in an out-
of-court sales process.  In that regard, the Rubicon Noteholders
did not enforce their remedies after the Notes went into default
in September 2009 and consistently provided the company with the
liquidity it required.

To preserve the Debtors' going concern value, the Rubicon
Noteholders are prepared to file a plan of reorganization.

                       About Rubicon US REIT

Rubicon US REIT Inc. is a Chicago-based real estate investment
trust.  Rubicon filed for Chapter 11 bankruptcy protection on
January 20, 2010 (Bankr. D. Del. Case No. 10-10160).  Attorneys at
Phillips, Goldman & Spence, have been tapped as bankruptcy
counsel.  Phillips, Goldman & Spence, P.A. is Delaware bankruptcy
counsel Grant Thornton LLP is the Company's financial advisor.
Garden City Group is the claims and notice agent.  In its
petition, the Company listed $100,000,001 to $500,000,000 in
assets and $100,000,001 to $500,000,000 in liabilities.  The
Company's affiliates -- Rubicon GSA II, LLC, et al. -- also filed
Chapter 11 petitions.


SARGENT RANCH: Court Establishes April 9 as Claims Bar Date
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
has fixed April 9, 2010, as the deadline for individuals or
entities to file proofs of claim against Sargent Ranch, LLC.

Proofs of claim must be filed with the Clerk, U.S. Bankruptcy
Court, 325 West "F" Street, San Diego, California, with a copy
delivered to John L. Smaha, Esq., Smaha Law Group, APC, 7860
Mission Center Court, Suite 100, San Diego, California.

La Jolla, California-based Sargent Ranch, LLC, a California
Limited Liability Company, filed for Chapter 11 bankruptcy
protection on January 4, 2010 (Bankr. S.D. Calif. Case No. 10-
00046).  John L. Smaha, Esq., at Smaha Law Group, APC, assists the
Company in its restructuring effort.  The Company listed
$500,000,001 to $1,000,000,000 in assets and $50,000,001 to
$100,000,000 in liabilities.


SCHWAB INDUSTRIES: Wants to Hire Laurence Goddard as CRO
--------------------------------------------------------
Schwab Industries, Inc., et al., have asked for authorization from
the U.S. Bankruptcy Court for the Northern District of Ohio to
employ The Parkland Group, Inc., to provide restructuring services
and designate Laurence V. Goddard as Chief Restructuring Officer,
nunc pro tunc to the Petition Date.

Parkland will, among other things:

     (a) actively manage, in consultation with the Board the
         restructuring efforts of Debtors;

     (b) assist the management with management of cash and
         accounts payable;

     (c) assist the Debtors with the collection of accounts
         receivable; and

     (d) assisting the Debtors in managing their assets, including
         both personal property and real property assets;

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

         Principals          $325-$375
         Directors           $275-$325
         Consultants         $200-$275

Laurence V. Goddard, President of Parkland, assures the Court that
the firm is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code.

Ponte Vedra Beach, Florida-based RQB Resort, LP, aka Sawgrass
Marriott Resort & Cabana Club, filed for Chapter 11 bankruptcy
protection on March 1, 2010 (Bankr. M.D. Fla. Case No. 10-01596).
The Company's affiliate -- RQB Development, LP, aka Sawgrass
Marriott Golf Villas & Spa -- filed a separate Chapter 11
petition.

Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, assists the
Company in its restructuring effort.  The Company estimated its
assets and debts at $100,000,001 to $500,000,000.


SPA CHAKRA: Sale to Hercules Technology Approved
------------------------------------------------
Spa Chakra Inc. obtained approval from the Bankruptcy Court to
sell its luxury spa business.  According to Bloomberg's Bill
Rochelle, U.S. Bankruptcy Judge Stuart M. Bernstein wrote a
10-page decision that while marketing efforts were "deficient" and
"less than robust," he approved the sale because other bids were
inhibited by the $15 million secured claim of the buyer Hercules
Technology Growth Capital Inc.  According to the judge, no other
party was willing to compete at auction knowing that Hercules
could submit a credit bid of up to $15 million with its secured
claim.

The report relates that Hercules will buy the business by
exchanging $8 million of secured debt while assuming or paying
another $4.9 million in liabilities.

The Official Committee of Unsecured Creditors objected to the
sale.  The Creditors Committee had filed a motion converting the
case to Chapter 7 liquidation.

Spa Chakra, Inc., said it is proceeding towards a sale of
substantially all of its assets to Hercules Technology Growth
Capital.  As part of the process to successfully complete the
sale, Spa Chakra filed for protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 09-17260).


ST LAWRENCE HOMES: Standard Pacific Acquires 110 Home Sites
-----------------------------------------------------------
Amanda Jones Hoyle at Triangle Business Journal says Standard
Pacific Corp. has acquired 110 home sites in the Northampton
community in Wake Forest, a community formerly owned and developed
by St. Lawrence Homes of Raleigh.

St. Lawrence sold the property as part of its court-approved
reorganization plan.  The property has a tax value of more than
$7 million, Ms. Jones notes.

Founded in 1987, St. Lawrence Homes, Inc. -- http://www.stlh.com/
-- is a North Carolina based homebuilder with additional
operations in Ohio.  It claims to be recognized as one of the
largest privately held builders in the country.

St. Lawrence filed for Chapter 11 on February 2 (Bankr. E.D. N.C.,
Case No. 09-00775).  The Company, in its bankruptcy petition,
listed assets of $158.2 million against debt totaling
$116.4 million as of October 31.


STANDARD MOTOR: Narrows Net Loss to $5 Mil. in Q4
-------------------------------------------------
Standard Motor Products Inc. reported a net loss of $5.4 million
for the three months ended Dec. 31, 2009, compared with a net loss
of $33.6 million net loss for the same period a year ago.

Net sales for the fourth quarter of 2009 were $160.1 million,
compared with $148.9 million during the comparable quarter in
2008.  Losses from continuing operations for the fourth quarter of
2009 were $5.2 million or 25 cents per diluted share, compared to
losses of $34.1 million or $1.84 per diluted share in the fourth
quarter of 2008.

The Company's balance sheet at Dec. 31, 2009, showed
$484.4 million total assets and $290.5 million in total
liabilities.

Consolidated net sales for 2009 were $735.4 million, compared to
consolidated net sales of $775.2 million during the comparable
period in 2008.  Earnings from continuing operations for 2009 were
$5.9 million or 31 cents per diluted share, compared to losses of
$21.1 million or $1.14 per diluted share in the comparable period
of 2008.

Mr. Lawrence I. Sills, Standard Motor Products' Chairman and Chief
Executive Officer, commented, "We are pleased with our results,
both for the fourth quarter and the full year 2009.  For the
second quarter in a row, sales were ahead of the comparable
quarter in 2008.

"Fourth quarter 2009 sales were aided by new wire business to NAPA
and new customers in Temperature Control.  In addition, the
aftermarket, which accounts for roughly 90% of our total sales,
remains quite healthy.  And while it is still early in the year,
these trends appear to be continuing into 2010, as our volume
through February is running ahead of 2009.

"Gross margins continue to improve, as a result of increased
volume and savings from our low cost Mexican operations. SG&A
expenses remain under control, as a result of substantial cost
cutting and the reduction of nearly 10% of our salaried work
force.

"Perhaps our biggest achievement in 2009 was in the area of cash
flow.  Over the 12 month period, we reduced our total debt by
$117.8 million from $194.2 million to $76.4 million.  This
included the retirement of our July 2009 convertible debt
obligations. Our debt to adjusted EBITDA ratio, excluding special
items, went from 6.2 times to a very healthy 1.7 times.  This
improvement was aided by a successful equity offering in October,
in which we received net proceeds of $27.5 million.  All this took
a tremendous effort throughout the company, and we are extremely
proud of our people for what they have been able to accomplish.

"In addition, based on our 2009 performance and our outlook for
2010, we reinstated our quarterly dividend that was suspended at
the end of 2008. On March 1st we paid a dividend of 5 cents per
share to stockholders of record on February 15th."

                      About Standard Motor

Standard Motor Products, Inc. (NYSE: SMP), headquartered in Long
Island City, New York, is a manufacturer and distributor of
replacement parts for the automotive aftermarket industry.  The
company is organized into two principal divisions: (i) Engine
Management (ignition and emission parts; ignition wires; battery
cables; and fuel system parts) and (ii) Temperature Control (air
conditioning compressors; other air conditioning parts; and heater
parts).  Standard Motor's annualized revenues currently
approximate $775 million.

                          *     *     *

As reported by the Troubled Company Reporter on July 17, 2009,
Moody's Investors Service withdrew all ratings of Standard Motor
Products' after the only rated debt having been redeemed upon
maturity.  Ratings withdrawn include the Corporate Family Rating
at Caa1, and $32 million convertible subordinated debentures due
July 2009 at Caa2.  The last rating action occurred on June 30,
2009, when its CFR was upgraded to Caa1 from Caa2.

On June 23, the TCR said Standard & Poor's Ratings Services
withdrew its 'CC' corporate credit rating and other debt ratings
on Standard Motor Products at the company's request.  There is a
small amount of rated debt remaining after the recently completed
exchange offer.


TEAM NATION: Posts $293,864 Net Loss in Q3 2009
-----------------------------------------------
Team Nation Holdings Corporation filed its quarterly report on
Form 10-Q, showing a net loss of $293,864 on $614,919 of revenue
for the three months ended September 30, 2009, compared with a net
loss of $389,556 on $492,720 of revenue for the same period of
2008.

The Company's balance sheet as of September 30, 2009, showed
$3.2 million in assets and $4.9 million of debts, for a
stockholders' deficit of $1.6 million.

At September 30, 2009, the Company had negative working capital of
$4.8 million, total liabilities of $4.9 million, and a
stockholders' deficit of $1.6 million.  Currently scheduled debt
payment requirements for 2009 exceed the amount that can be
expected to be generated from operations.  "These conditions raise
substantial doubt about the Company's ability to continue as a
going concern."

Additionally, the Company has approximately $3.3 million in debt
which is in default.

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

                  http://researcharchives.com/t/s?57a1
Newport Beach, Calif.-based Team Nation Holdings Corporation is a
management and services company specializing in management
solutions for title companies and title production services.


TEAM NATION: Settles Lawsuit Filed Vs. Professional Business Bank
-----------------------------------------------------------------
Team Nation Holdings Corporation has entered into a material
agreement for settlement of a lawsuit and counter claims with
Professional Business Bank ("PBB").  The agreement reached between
the parties will result in dismissal of the court claims made
against PBB, counterclaims made by PBB against TEAM and dismissal
of the arbitration process between the parties.

The Company says the lawsuit began as a set of claims made against
PBB, by the Company for negligence per se, breach of fiduciary
duty, breach of implied covenant of good faith and dealing,
negligent interference with respect to business advantage,
intentional interference with respect to business advantage,
slander per se, public disclosure of private facts, violation of
Business and Professional Code, and for declaratory relief.  The
case was filed in Orange County California Superior Court under
Case No. 30-2008-00111650 on September 8, 2008.  On or about
October 2, 2009, PBB made counterclaims in a demand for
Arbitration for Breach of Contract, Breach of Guaranty Agreements,
Fraudulent Transfer and Fraudulent Obligation was made by PBB
against TEAM and related parties.

Under the agreement, TEAM will realize a net reduction of
$1,031,842.00 from its payables, while entering into the
settlement agreement.  In the settlement, four officers and
directors of TEAM agreed to surrender certain Certificates of
Deposit held at PBB in the interest of TEAM that will be paid
immediately upon performance of the actions under the Settlement
Agreement.  PBB agrees to provide financing that supersedes prior
financing between the parties, in an amount to be $2.75 million
dollars at a 5% interest rate with monthly payments of $20,000 per
month, increasing by $5,000 per annum with a five year balloon
payment due.  This refinancing under the agreement will repay two
notes, of $2,381,494.43 and $999,797.01.  Personal Guaranties were
executed by Dennis R. Duffy, Daniel Duffy, Janis Okerlund and
Norman Francis for purposes of securing the settlement on behalf
and for the benefit of TEAM.  A stipulated judgment of
$3,215,062.37 in favor of PBB shall be filed if any default
occurs.  Neither TEAM nor PBB made any concessions regarding the
merits of the separate parties' claims and counterclaims in the
settlement agreement.

A full-text copy of the settlement agreement is available for free
at http://researcharchives.com/t/s?57c4

                        About the Company

Newport Beach, Calif.-based Team Nation Holdings Corporation is a
management and services company specializing in management
solutions for title companies and title production services.

                          *     *     *

At September 30, 2009, the Company had negative working capital of
$4.8 million, total liabilities of $4.9 million, and a
stockholders' deficit of $1.6 million.  Currently scheduled debt
payment requirements for 2009 exceed the amount that can be
expected to be generated from operations.  "These conditions raise
substantial doubt about the Company's ability to continue as a
going concern."


TELANETIX INC: Earns $78,407 in Third Quarter
---------------------------------------------
Telanetix, Inc. filed its quarterly report on Form 10-Q, showing
net income of $78,407 on $8.1 million of revenue for the three
monhts ended September 30, 2009, compared with a net loss of
$619,498 on $8.5 million of revenue for the same period of 2008.

The Company's balance sheet as of September 30, 2009, showed
$30.5 million in assets and $36.4 million of debts, for a
stockholders' deficit of $5.8 million.

Mayer Hoffman McCann P.C. expressed substantial doubt about the
Company's ability to continue as a going concern after auditing
the Company's consolidated financial statements for the year ended
December 31, 2008.  The independent auditors noted that of the
Company's recurring losses and net working capital deficit at
December 31, 2008.  This condition remains as of September 30,
2009.

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

                  http://researcharchives.com/t/s?579d

Bellevue, Wash.-based Telanetix, Inc. is an IP communications
company, offering a range of communications solutions from hosted
IP voice and conferencing products, to text and data
collaboration, to telepresence videoconferencing products.


TIEGS FAMILY: U.S. Trustee Wants Reorganization Case Dismissed
--------------------------------------------------------------
The U.S. Trustee for Region 19 asks the U.S. Bankruptcy Court for
the District of Colorado to dismiss the Chapter 11 case of Tiegs
Family Trust.

The U.S. Trustee relates that the Debtor is not eligible for
bankruptcy relief.  The U.S. Trustee adds that the Debtor has had
negligible income from the petition date on and has conducted no
business activities of any kind.

Colorado Springs, Colorado-based Tiegs Family Trust filed for
Chapter 11 bankruptcy protection on November 23, 2009 (Bankr. D.
Colo. Case No. 09-35050).  According to the schedules, the Company
has assets of $16,655,259, and total debts of $13,406,089.


TOUSA INC: Proposes to Enter Into Remington Ranch JV Pacts
----------------------------------------------------------
Debtors Newmark Homes, L.P., and TOUSA Homes, Inc., seek the
Court's authority to enter into certain agreements related to the
sale of their interests in, and the unwinding of, a joint venture
known as the "Remington Ranch JV" pursuant to Section 363 of the
Bankruptcy Code.

Remington Ranch JV, formally known as RR Houston Development,
L.P., was created by RR Houston Developers, L.L.C., Newmark Homes
and K. Hovnanian Homes of Houston L.P for the purpose of
purchasing, developing, and selling about 450 acres of land
within Remington Ranch, a master planned community located in
Harris County, Texas.  The Remington Ranch JV owns 556 lots
within the Remington Ranch community, of which 407 lots are
finished and 151 are unfinished.

KB Homes Loan Star, Inc., purchased about 143 acres of the
Remington Ranch lots and is developing portions of the community.
In addition, RR Houston Investors, L.L.C., as general partner,
together with Newmark Homes, K. Hovnanian Homes, KB Homes and J.
Dickson Rogers formed a commercial partnership known as RR
Houston Investment L.P. to acquire certain land within Remington
Ranch.  TOUSA Homes maintains a 22% membership interest in
general partner RR Houston Investors and Newmark Homes maintains
a 21.5% directly owned limited partnership interest in the
Commercial Partnership.  The Commercial Partnership owns 26 acres
of land in Remington Ranch, which the Commercial Partnership is
actively seeking to sell.

Newmark Homes and K. Hovnanian Homes each entered into a contract
with the Remington Ranch JV to buy lots within the Remington
Ranch community.  Through the purchases under its Contract of
Sale, Newmark Homes owns seven lots within Remington Ranch.

In connection with the development of Remington Ranch, the
Remington Ranch JV entered into a "Joint Development and Funding
Agreement" with KB Homes providing for the design and
construction of certain infrastructure within the Community.  The
Joint Development Agreement included a cost sharing and
reimbursement mechanism to both pay for the infrastructure
development costs and also distribute among the Remington Ranch
JV and KB Homes certain reimbursements made by the Harris County
Municipal Utility District No. 96 for costs associated with
infrastructure development, which costs were paid, in the first
instance, by the Remington Ranch JV and KB Homes.

With respect to the lots owned by KB Homes within Remington
Ranch, the Remington Ranch JV, KB Homes, K. Hovnanian Homes and
Newmark Homes entered into the "RR Development Right of First
Refusal Agreement," whereby KB Homes granted a right of first
refusal to Newmark Homes and K. Hovnanian Homes in and to the
portion of land it developed.  The Remington Ranch JV, KB Homes,
K. Hovnanian Homes and Newmark Homes entered into the "KB Right
of First Refusal Agreement," whereby the Remington Ranch JV, K.
Hovnanian Homes and Newmark Homes each granted a right of first
refusal in and to a property developed by the Remington Ranch JV
within the Remington Ranch community.

The Remington Ranch JV has access to a development loan agreement
provided by Compass Bancshares, Inc., in the principal amount of
$11 million.  The current balance outstanding under the Lot
Development Loan is about $2.2 million.  Borrowings under
the Lot Development Loan are secured by a deed of trust
encumbering substantially all of the property owned by the
Remington Ranch JV.  In December 2009, KB Homes sued the
Remington Ranch JV and the General Partner in the 295th Judicial
District Court of Harris County, seeking payment of $1,905,724,
alleged by KB Homes to have been improperly allocated by the
Harris County MUD to the Remington Ranch JV in violation of the
Joint Development Agreement.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, relates that consistent with their wind-down strategy,
the Debtors explored various possibilities that would result in a
divestiture of their interests in the Remington Ranch JV.  To
that end, the Debtors have reached a global settlement of issues
related to the Remington Ranch JV, comprised of these agreements:

  (1) A lot exchange under an Exchange Agreement between the
      Remington Ranch JV and KB Homes;

  (2) The sale of Newmark Homes' seven lots within Remington
      Ranch pursuant to the Contract of Sale between Newmark
      Homes and KB Homes; and

  (3) The sale of Newmark Homes' and TOUSA Homes' ownership
      interests in the Remington Ranch JV and the General
      Partner for $750,000 pursuant to a letter agreement
      between Newmark Homes, TOUSA Homes and K. Hovnanian Homes.

The salient terms of the Agreements comprising the global
resolution of the Remington Ranch JV issues are:

A. Exchange Agreement

  (i) The Remington Ranch JV will convey the RR Property to KB
      Homes in exchange for 50 lots located at Woodcreek
      Reserve, City of Katy, in Fort Bend County.  In addition,
      the Remington Ranch JV and KB Homes will exchange all of
      the warranties, guaranties, rights related to
      improvements, studies, drainage facilities, easement and
      utility facilities in connection with the RR Property and
      the KB Property.  The Remington Ranch JV will also assign
      to KB Homes a Utility Development Agreement executed
      between the Remington Ranch JV and the Harris County MUD,
      and any and all rights under a Declaration of Covenants,
      Conditions and Restrictions for Remington Ranch.

(ii) K. Hovnanian Homes, Newmark Homes and KB Homes agree that
      of the first $500,000 resulting from the sale of the
      Commercial Partnership property within Remington Ranch,
      (i) the first $100,000 will be paid by KB Homes to Newmark
      Homes, and (ii) the remaining $400,000 will be distributed
      pro rata to Newmark Homes and K. Hovnanian Homes.

(iii) Pursuant to the Exchange Agreement, KB Homes will assume
      the unpaid principal balance of the Lot Development Loan
      of up to $1,991,500.  At the Closing, the Remington Ranch
      JV will be responsible for any residual unpaid balance
      over the maximum amount to be assumed by KB Homes.  With
      respect to the residual unpaid balance, Newmark Homes and
      K. Hovnanian Homes will each make an additional capital
      contribution of $150,000 to the Remington Ranch JV to
      cover the unpaid balance.

(iv) The Remington Ranch JV and KB Homes will release each
      other from any and all claims arising under the Joint
      Development Agreement.  KB Homes will dismiss the KB
      Homes Action against Remington Ranch JV and the General
      Partner.

  (v) The Remington Ranch JV, KB Homes, K. Hovnanian Homes and
      Newmark Homes will mutually release each other from the RR
      Right of First Refusal Agreement and the KB Homes Right of
      First Refusal.

(vi) The Exchange Agreement provides that as a condition to
      Closing, Newmark Homes will have performed all of its
      obligations under the Purchase Agreement and the closing
      of the purchase and sale will occur concurrently with the
      exchange under the Exchange Agreement.

(vii) The closing date is contemplated to occur no later than
      March 31, 2010.

B. Purchase Agreement

  (i) KB Homes will acquire the seven lots owned by Newmark
      Homes for $70,000.

(ii) The Closing of the sale is scheduled to take place
      Concurrently with the closing of the transactions pursuant
      to the Exchange Agreement and in no event later than
      March 31, 2010.

C. Letter Agreement

  (i) K. Hovnanian Homes will purchase TOUSA Homes' 25%
      membership interest in the General Partner and Newmark
      Homes's 49% limited partnership interest in the Remington
      Ranch JV for $750,000.  Newmark Homes and TOUSA Homes will
      execute and deliver to K. Hovnanian Homes an "Assignment
      of Interest."

The Agreements allow the Debtors to completely unwind their
position within Remington Ranch and divest all of their interests
in the Remington Ranch JV, Mr. Singerman notes.  The Debtors
believe that the total net recovery to their estates resulting
from the contemplated transactions, which total $900,000 after
taking into account the contribution required by Newmark Homes
with respect to the Lot Development Loan, is reasonable based on
the value of the Remington Ranch JV's lots and Newmark Homes' and
TOUSA Homes' share in the Remington Ranch JV and the General
Partner.

                        About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.


TOUSA INC: Sets May 14 Administrative Claims Bar Date
-----------------------------------------------------
TOUSA Inc. and its debtor affiliates sought and obtained a ruling
from the U.S. Bankruptcy Court for the Southern District of
Florida for the establishment of May 14, 2010, at 5:00 p.m., as
the deadline for parties-in-interest to file proofs of claim with
respect to administrative expenses for goods provided, services
rendered or transactions providing a benefit to the Debtors for
the period between January 29, 2008 and September 1, 2009.

The Debtors believe that the successful consummation of a Chapter
11 Plan in their cases would be materially aided by establishing
clear guidelines with respect to their potential liabilities,
including setting an Administrative Claims Bar Date.  The Debtors
have thus decided, together with the Official Committee of
Unsecured Creditors, to establish an Administrative Claims Bar
Date with respect to the administrative claimants.

The General Claims Bar Date exempted Administrative Claimants
from the May 19, 2008 Bar Date, Paul Steven Singerman, Esq., at
Berger Singerman, P.A., in Miami, Florida, points out.  Thus, by
filing the Administrative Claims Bar Date Motion, the Debtors
want to clarify the current outstanding amount in Administrative
Claims and obtain certainty with respect to the rights and
requirements of the existing Administrative Claimants.

Section 530(b) of the Bankruptcy Code provides for administrative
expense treatment for "the actual, necessary costs and expenses
of preserving the estate . . . for services rendered after the
commencement of the case."  The burden of establishing whether an
expense is entitled to administrative priority falls on the
claimant.  All claims that are entitled to priority as an
administrative expense must be paid in full on the effective date
of the plan, unless the holder of the administrative claim
consents to a different treatment.

At the Debtors' request, the Court holds that the General Claims
Bar Date Order will continue to govern the filing, form and other
requirements governing each and every proof of claim submitted on
account of the Administrative Claims Bar Date.

The Administrative Claimants who have already filed a proof of
claim against any of the Debtors, however, are not required to
file a duplicate proof of claim pursuant to the Administrative
Claims Bar Date.

Each Administrative Claimant will be required to file an
original, written proof of that Claim substantially in the form
of the Proof of Administrative Claim proposed by the Debtors.

All Proofs of Administrative Claim should be delivered by first-
class mail, overnight delivery or hand delivery so as to be
actually received on or before the Administrative Claims Bar Date
by the TOUSA Claims Processing Center, c/o Kurtzman Carson
Consultants, or the Clerk of the Bankruptcy Court.  Proofs of
Administrative Claims sent by facsimile or telecopy will not be
accepted.

Each Proof of Administrative Claim must:

  -- be written in English;

  -- include a claim amount denominated in U.S. dollars;

  -- state a claim against only one Debtor;

  -- clearly indicate the Debtors against which the creditor is
     asserting a claim;

  -- be signed by the Administrative Claimant, or if the
     Administrative Claimant is not an individual, by an
     authorized agent of the Administrative Claimant; and

  -- include supporting documentation or an explanation as to
     why documentation is not available.

The Debtors will mail the Administrative Claims Bar Date Notice
to the applicable parties on or before March 15, 2010.

Moreover, the Debtors will give notice of the Administrative
Claims Bar Date by the publication notice on or before March 15,
2010, to creditors for whom notice by mail is impracticable,
including creditors whose identities are known but whose
addresses are unknown by the Debtors pursuant to Rule 2002(l) of
the Federal Rules of Bankruptcy Procedure.  The Debtors will
specifically publish the Administrative Claims Bar Date notice in
the Wall Street Journal and in local newspapers identified by the
Debtors.

For the avoidance of doubt, the General Claims Bar Date remains
in full force and effect, the Court clarifies.

                        About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.


TOUSA INC: Sets May 14 Customer Claims Bar Date
-----------------------------------------------
TOUSA Inc. and its units sought and obtained a Court order
establishing May 14, 2010, at 5:00 p.m., as the supplemental bar
date with
respect to:

  -- each Claim of a customer arising from or related to a
     signed agreement to purchase a home from, or a home closed
     with, the Debtors before January 29, 2008; and

  -- each Claim of a customer arising from or related to a
     signed agreement to purchase a home from, or a home closed
     with, the Debtors after January 29, 2008, to the extent the
     Debtors have not paid or honored that Claim during their
     Chapter 11 cases.

Paul Steven Singerman, Esq., at Berger Singerman, P.A., in Miami,
Florida, relates that the General Claims Bar Date Order entered
by the Court on March 17, 2008 exempted Customer Claimants from
the Bar Date.  Specifically, claims of any customer who has
signed a contract or has closed on a home with the Debtors to the
extent that the Debtors were authorized by the Court to honor
those claims were not required to file a proof of claim by the
May 19, 2008 General Claims Bar Date.  The Debtors thus sought
the establishment of a Customer Claims Bar Date, with the intent
of ensuring a fair opportunity for Customer Claimants to submit a
proof of claim that will be evaluated for allowance and
distribution purposes.

The Customer Claims Bar Date will not apply to claimants whose
claims were not subject to the Prepetition Customer Claim Carve-
Out and are currently barred from filing their claims by the Bar
Date.  Specifically, as provided by the Original Bar Date Order,
those claimants whose claims related to (i) a known warranty
claim or other obligation that the Debtors had contested at the
time of the Original Bar Date, or (ii) damages arising from
claims for breach of contract, breach of warranty or
misrepresentation or any other litigation or pre-litigation
claim, were indeed subject to the original Bar Date and had to
file their proof of claim by the Original Bar Date.

In addition, Customer Claimants who already filed a proof of
claim by the Original Bar Date are not required to file a
duplicate proof of claim pursuant to the Customer Claims Bar
Date.

At the Debtors' behest, the Court ruled that the General Claims
Bar Date continue to govern the filing, form and other
requirements governing each and every proof of claim submitted on
account of the Customer Claims Bar Date.

All Customer Proofs of Claim should be delivered by first class
mail, overnight delivery or hand delivery so as to be actually
received on or before the Customer Claims Bar Date by the
Debtors' claims agent or the Clerk of the Court.

Each Customer Proof of Claim must be written in English, include
a claim amount denominated in U.S. dollars, state a claim against
only one Debtor, clearly indicate the Debtor against which the
creditor is asserting a claim, and include supporting
documentation.

The Debtors will serve a Customer Claims Bar Date Notice on or
before March 15, 2010, on the applicable parties-in-interest.  In
addition, the Debtors will provide notice of the Customer Claims
Bar Date on or before March 15, 2010, as provided under Rule
2002(l) of the Federal Rules of Bankruptcy Procedure, to
creditors to whom notice by mail is impracticable, including
creditors whose identities are known but whose addresses are
unknown by the Debtors.

                        About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.


TOUSA INC: Starwood Completes Purchase of Florida Lots
------------------------------------------------------
Starwood Land Ventures LLC finalized its acquisition of 5,499
residential lots from TOUSA, Inc., in late February 2010, Dow
Jones Newswires reports.

As previously reported, Starwood emerged as the successful bidder
for the TOUSA Assets at a January 22, 2010 auction, with an
improved bid of $81 million for 5,499 of TOUSA's unstarted lots
and 36 model homes in the Florida Region.  The United States
Bankruptcy Court for the Southern District of Florida approved
the sale on January 29, 2010.

Subsequently, Lennar Corporation and Starwood entered into a deal
in late February, whereby Lennar closed a deal to acquire or be
entitled to an option to acquire from Starwood more than 2,700
homesites in 38 communities across Florida.  The homesites were
part of TOUSA's Florida assets that Starwood acquired in late
January 2010.

                        About Tousa Inc.

Headquartered in Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on January 29, 2008 (Bankr. S.D. Fla. Case No. 08-
10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq., and Paul M. Basta,
Esq., at Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at
Berger Singerman, to represent them in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.


TUSCAWILLA HILLS: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Tuscawilla Hills Development, Inc.
        635 NW 13th Street, Suite C
        Gainesville, FL 32601

Bankruptcy Case No.: 10-10106

Chapter 11 Petition Date: March 8, 2010

Court: United States Bankruptcy Court
       Northern District of Florida (Gainesville)

Debtor's Counsel: Sharon T. Sperling, Esq.
                  Law Office of Sharon T. Sperling
                  P.O. Box 358000
                  Gainesville, FL 32635-8000
                  Tel: (352) 371-3117
                  Fax: (352) 377-6324
                  Email: sharon@sharonsperling.com

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

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

According to the schedules, the Company has assets of $1,406,203,
and total debts of $553,476.

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

             http://bankrupt.com/misc/flnb10-10106.pdf

The petition was signed by Wiley D. Wood, president of the
Company.


TREY RESOURCES: Posts $325,402 Net Loss in Q3 2009
--------------------------------------------------
Trey Resources, Inc. filed its quarterly report on Form 10-Q,
showing a net loss of $325,402 on $1.9 million of revenue for the
three months ended September 30, 2009, compared with a net loss of
$126,110 on $1.8 million of revenue for the same period of 2008.
The Company's balance sheet as of September 30, 2009, showed
$1.2 million in assets and $5.6 million of debts, for a
stockholders' deficit of $4.5 million.

The Company has suffered recurring operating losses and current
liabilities exceeded current assets by approximately $4.7 million,
as of September 30, 2009.  "These matters raise substantial doubt
about the Company's ability to continue as a going concern."

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

                  http://researcharchives.com/t/s?4b0c

Livingston, N.J.-based Trey Resources, Inc. operates as a business
consultant, and value-added reseller and developer of financial
accounting software in the United States.


TRUMP ENTERTAINMENT: Aims on Shutting Off Payments to Lenders
-------------------------------------------------------------
Bill Rochelle at Bloomberg News reports that at the ongoing plan
confirmation hearings, Trump Entertainment Resorts Inc., and the
first-lien lenders proposing the competing plan agreed that the
company is worth less than the senior secured debt.  As a result,
the Company filed a motion asking the Bankruptcy Court to
recharacterize some of the $52.1 million in payments made to the
lenders during the course of the case.

According to the report, Trump Entertainment asserts that the
lenders weren't entitled to payments of interest, principal and
fees given that the collateral is now indisputably worth less than
the debt.  Trump Entertainment made the payments as adequate
protection to lenders for any diminution in value of their
collateral.  Trump wants $45.8 million in previous payments
recharacterized as reductions of principal so the loan balance
would be reduced to $443 million.  The Company also wants an order
allowing it to stop payments to the lenders for the duration of
the case.

The contested confirmation hearing to determine who will end up
owning Trump Entertainment's casinos began February 23.  The
company and holders of 8.5% senior notes are proponents of one
plan.  Carl Icahn and Beal Bank, holders of prepetition secured
claims, are proponents of the other.

Under the plan proposed by the Beal Bank and Icahn Partners, dated
January 5, 2010, second lien lenders owed $1.25 billion and
general unsecured claim, who are out-of-the money would
conditionally receive a $14 million cash as "gift" from the
secured lenders.  Under the plan, majority of the first lien debt
will be converted to 62.971% of the equity in the reorganized
Debtors.  The remaining 33.326% will be available for sale to
second lien noteholders in a $225 million rights offering.
Mr. Icahn has bought 51% of Beal's $485 million first lien secured
claim and holds $154.9 million of the second lien claims. Mr.
Icahn already has an existing controlling stake in the Tropicana
Atlantic City Hotel & Casino, one of the Debtors' largest
competitors.

Under the plan proposed by the Ad hoc committee of holders of
second lien notes, the noteholders and unsecured creditors will
recover just under 1% in the form of stock (5% of the stock of the
reorganized Debtor is allocated for distribution) or in cash.
They would also have rights to acquire 70% of the new common
stock.  The second lien noteholders committee is backstopping the
$225 million rights offering.  Secured lenders and Mr. Icahn will
be paid in full by paying Mr. Icahn $125 million in rights
offering proceeds, 100% of net sale proceeds from any sale of the
Trump Marina and new debt.

Mr. Trump and the bondholders have offered to put up $225 million
in fresh cash and new loans.  Mr. Icahn and Beal Bank are ready to
provide $488 million in secured loans.

A full-text copy of the disclosure statement explaining Beal &
Icahn's plan is available for free at:

   http://bankrupt.com/misc/TrumpEntertainment_5thABealDS.pdf

A full-text copy of the disclosure statement explaining the
Noteholders' and Debtors' plan is available for free at:

   http://bankrupt.com/misc/Trump_6thANoteholdersDS.pdf

                    About Trump Entertainment

Based in Atlantic City, New Jersey, Trump Entertainment Resorts
Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and
operates three casino hotel properties in Atlantic City, New
Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza
Hotel and Casino, and Trump Marina Hotel Casino.  The Company
conducts gaming activities and provides customers with casino
resort and entertainment.

Donald Trump is a shareholder of the Company and, as its non-
executive Chairman, is not involved in the daily operations of the
Company.  The Company is separate and distinct from Mr. Trump's
privately held real estate and other holdings.

Trump Entertainment Resorts, TCI 2 Holdings, LLC, and other
affiliates filed for Chapter 11 on February 17, 2009 (Bankr. D.
N.J., Lead Case No. 09-13654).  The Company has tapped Charles A.
Stanziale, Jr., Esq., at McCarter & English, LLP, as lead counsel,
and Weil Gotshal & Manges as co-counsel.  Ernst & Young LLP is the
Company's auditor and accountant and Lazard Freres & Co. LLC is
the financial advisor.  Garden City Group is the claims agent.
The Company disclosed assets of $2,055,555,000 and debts of
$1,737,726,000 as of December 31, 2008.

Trump Hotels & Casino Resorts, Inc., filed for Chapter 11
protection on Nov. 21, 2004 (Bankr. D. N.J. Case No. 04-46898
through 04-46925).  Trump Hotels' obtained the Court's


TRUMP ENTERTAINMENT: Icahn's Adviser Lambasts Restructuring Plan
----------------------------------------------------------------
Donald Wittkowski, staff writer at Press of Atlantic City, reports
that Carl Icahn's financial adviser, Neil Augustine, said the
restructuring plan of Trump Entertainment Resorts Inc. is
unrealistic and fatally flawed.  According to Mr. Augustine,
Trump's management team ignored the negative impact that new table
games at the rival Pennsylvania casinos will have on the Atlantic
City gaming company's revenue and profits.  The Company will hurt
itself even more by slashing $52.6 million of capital spending for
upgrades that are critical for attracting customers to the aging
Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino and
Trump Marina Hotel Casino.

                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.


U.S. DRY CLEANING: Files for Bankruptcy Due to Capital Woes
-----------------------------------------------------------
U.S. Dry Cleaning Services and seven wholly owned subsidiaries
filed for Chapter 11 protection on March 4 (Bankr. C.D. Calif.
Case No. 10-12748).

Garrick A. Hollander, Esq., at Winthrop Couchot, represents the
Company in its restructuring effort.  The petition says that
assets are under $10 million while debts are between $10 million
and $50 millin.

Headquartered in Palm Springs, California, U.S. Dry Cleaning
Corporation (OTC BB: UDRY) -- http://www.usdrycleaning.com/--
operates in the laundry and dry cleaning business and is
geographically concentrated in Hawaii and Southern California.

According to a corporate release, "The decision to pursue
reorganization under Chapter 11 came after extensive efforts to
refinance or extend maturing debt outside of Chapter 11.  Over
many months, the Company has searched for capital, and endeavored
to negotiate with its unsecured and secured creditors to obtain
the time needed to develop a long-term solution to the small
business credit crisis facing the Company.  Unable to reach an
out-of-court consensus, the Company reluctantly concluded that
restructuring under the protection of the bankruptcy court was
necessary.  During the Chapter 11 cases the Company will continue
to explore strategic alternatives and search the markets for
available sources of capital."


US FIDELIS: DIP Financing & Cash Collateral Use Get Interim OK
---------------------------------------------------------------
US Fidelis, Inc., sought and obtained interim approval from the
Hon. Charles E. Rendlen, III, of the U.S. Bankruptcy Court for the
Eastern District of Missouri to obtain postpetition secured
financing from Mepco Finance Corporation, and use cash collateral.

The DIP lenders have committed to provide up to $3,000,000.  The
Debtor will borrow up to an aggregate of $788,000, pending the
final hearing.

Robert E. Eggmann, Esq., and Crystanna V. Cox, Esq., at Lathrop &
Gage LLP, the attorneys for the Debtor, explained that the Debtor
needs the money to fund its Chapter 11 case, pay suppliers and
other parties.

The DIP facility will mature on June 30, 2010.

As security for Debtor's obligations under the credit agreement,
The Lender is granted valid, perfected and continuing, replacement
security interests in and liens on present and after-acquired
property of the Debtor.

Mr. Eggmann and Ms. Cox said that the Debtor will also use the
cash collateral to provide additional liquidity.  The Debtor will
use the collateral pursuant to a budget, a copy of which is
available for free at:

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

The Court has set a final hearing for March 31, 2010 at
10:00 a.m., Central Time, on the Debtor's request to obtain DIP
financing.

Wentzville, Missouri-based US Fidelis, Inc., is a marketer of
vehicle service contracts developed by independent and unrelated
companies.  The Company filed for Chapter 11 bankruptcy protection
on March 1, 2010 (Bankr. E.D. Mo. Case No. 10-41902).  Robert E.
Eggmann, Esq., at Lathrop & Gage, assists the Company in its
restructuring effort.  According to the schedules, the Company has
assets of $74,386,836, and total debts of $25,770,655.


US FIDELIS: Taps Scott Eisenberg as Chief Restructuring Officer
---------------------------------------------------------------
US Fidelis, Inc., has asked for authorization from the U.S.
Bankruptcy Court for the Eastern District of Missouri to employ
Amherst Partners, LLC, as financial consultant, and the firm's
Scott Eisenberg as Chief Restructuring Officer.

Mr. Eisenberg will, among other things:

     (a) direct financial functions and related employees of the
         Debtor;

     (b) oversee the Debtor's operations;

     (c) assist the Debtor in meeting with its lender(s) and
         presenting the revised financial plan and of maintaining
         their support; and

     (d) file a petition for Chapter 11 in the Eastern District of
         Missouri.

Amherst Partners will be paid $300 to $350 per hour for its
services.

Scott Eisenberg, a member at Amherst Partners, assures the Court
that the firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Wentzville, Missouri-based US Fidelis, Inc., is a marketer of
vehicle service contracts developed by independent and unrelated
companies.  The Company filed for Chapter 11 bankruptcy protection
on March 1, 2010 (Bankr. E.D. Mo. Case No. 10-41902).  Robert E.
Eggmann, Esq., at Lathrop & Gage, assists the Company in its
restructuring effort.  According to the schedules, the Company has
assets of $74,386,836, and total debts of $25,770,655.


US FIDELIS: Wants to Hire Lathrop & Gage as Bankruptcy Counsel
--------------------------------------------------------------
US Fidelis, Inc., has sought permission from the U.S. Bankruptcy
Court for the Eastern District of Missouri to employ Lathrop &
Gage LLP as bankruptcy counsel.

Lathrop & Gage will, among other things:

     a. assist and advise the Debtor in its consultations with any
        appointed committee relative to the administration of this
        case;

     b. assist the Debtor in analyzing the claims of creditors and
        negotiate with the creditors;

     c. assist the Debtor with investigation of the assets,
        liabilities and financial condition of the Debtor and
        reorganizing the Debtor's businesses in order to maximize
        the value of the Debtor's assets for the benefit of
        creditors; and

     e. advise the Debtor in connection with the sale of assets or
        business.

Robert E. Eggmann, a partner in Lathrop & Gage, says that the firm
will be paid based on the hourly rates of its personnel:

        Attorneys            $175-$500
        Legal Assistants        $105

Mr. Eggman assures the Court that Lathrop & Gage is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Wentzville, Missouri-based US Fidelis, Inc., is a marketer of
vehicle service contracts developed by independent and unrelated
companies.  The Company filed for Chapter 11 bankruptcy protection
on March 1, 2010 (Bankr. E.D. Mo. Case No. 10-41902).  According
to the schedules, the Company has assets of $74,386,836, and total
debts of $25,770,655.


VAUGHAN CO: To Create New Seven-Member Board of Directors
---------------------------------------------------------
According to Business Weekly of New Mexico, Vaughan Co. Realtors
is creating a new seven board of directors including three
investors recruited by former chief executive officer Doug
Vaughan.  The new board members include Michael Dreskin, interim
CEO, president Jim Salazar, and Michael Arruti, a qualifying
broker.

Report notes that Mr. Vaughan will continue to be on the board.

Based in Albuquerque, New Mexico, The Vaughan Company Realtors
filed for Chapter 11 protection on Feb. 22, 2010 (Bankr. N.M. Case
No. 10-10759).  George D. Giddens, Jr., Esq., represents the
Debtor in its restructuring efforts.  The company listed both
assets and debts of between $1 million and $10 million.


VIANT HOLDINGS: Moody's Retains 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's commented that there are no changes to any of Viant's or
Multiplan's ratings following the announcement that Multiplan had
been granted early termination of the Hart-Scott-Rodino waiting
period and will proceed with the acquisition of Viant.

The last rating action on Viant and Multiplan was December 15,
2009, when Moody's affirmed Multiplan's and Viant's B2 Corporate
Family Ratings and rated the financing of the proposed
transaction.

Viant Holdings, Inc. is a leading national provider of outsourced
cost management services to the managed care industry.  Viant
offers a broad array of services that are designed to decrease
medical and administrative costs for its customers.  Founded in
1990, Viant currently serves over 650 customers, including large
national and regional managed care companies, third party
administrators, Taft-Hartley sponsored plans and government
agencies such as the Centers for Medicare and Medicaid Services.
Viant's primary service offerings include Preferred Provider
Organization network services, non-network services and post-
payment audit services.  In 2008, Viant processed approximately
22 million medical bills totaling over $50 billion in billed
charges and achieved gross customer savings of approximately
$25 billion.

Multiplan Inc., based in New York, New York, operates principally
in the health care benefits field as a PPO, providing health care
cost management via contract arrangements between health care
providers and insurance carriers, HMO's, third party
administrators and Taft-Hartley benefit funds throughout the
United States.  Fees are generated from discounts provided for
payers that access the company's network.  Multiplan's network
includes 5,000 acute care hospitals, 625,000 practitioners and
115,000 ancillary facilities nationally.


VIKING SYSTEMS: Registers 15 Mil. Shares for Resale
---------------------------------------------------
Viking Systems, Inc., filed with the Securities and Exchange
Commission a prospectus relating to the offer and resale of up to
15,000,000 shares of Viking common stock, par value $0.001 per
share, by selling stockholder, Dutchess Opportunity Fund, II.
Dutchess has agreed to purchase the shares pursuant to an
investment agreement the parties entered into on January 5, 2010.
Viking has the right to "put," or sell, up to $5.0 million in
shares of its common stock to Dutchess.

Viking will not receive any proceeds from the resale of the shares
of common stock offered by Dutchess.  Viking will, however,
receive proceeds from the sale of shares to Dutchess pursuant to
the Equity Line.

"When we put an amount of shares to Dutchess, the per share
purchase price that Dutchess will pay to us in respect of such put
will be determined in accordance with a formula set forth in the
Investment Agreement.  Generally, in respect of each put, Dutchess
will pay us a per share purchase price equal to 96% of the volume
weighted average price, or "VWAP," of our common stock during the
five consecutive trading day period beginning on the trading day
immediately following the date Dutchess receives our put notice,"
Viking explains.

Dutchess may sell the shares of common stock from time to time at
the prevailing market price on the Over-the-Counter Bulletin
Board, or OTCBB, or on an exchange if Viking's shares become
listed for trading on such an exchange, or in negotiated
transactions.  Dutchess is an "underwriter" within the meaning of
the Securities Act of 1933, as amended, in connection with the
resale of our common stock under the Equity Line.

Viking's common stock is quoted on the OTCBB under the symbol
"VKNG.OB".

A full-text copy of the prospectus is available at no charge
at http://ResearchArchives.com/t/s?5810

The report from Viking Systems, Inc.'s independent registered
public accounting firm, Squar, Milner, Peterson, Miranda &
Williamson, LLP, dated February 22, 2010, includes a going concern
explanatory paragraph which states that factors relating to the
Company's net losses and working capital concerns raise
substantial doubt the Company's ability to continue as a going
concern.

Viking Systems said it will need to generate significant
additional revenue to achieve profitability and it may require
additional financing during 2010.  "The going concern explanatory
paragraph in the independent auditor's report emphasizes the
uncertainty related to our business as well as the level of risk
associated with an investment in our common stock," Viking Systems
said.

The Company reported a net loss applicable to common shareholders
of $1,074,319 for fiscal year 2009 from a net loss of $5,752,057
for 2008.  At December 31, 2009, the Company had total assets of
$2,952,664 against total liabilities, all current, of $2,048,970.
At December 31, 2009, the Company had an accumulated deficit of
$26,297,978 and stockholders' equity of $903,694.  At December 31,
2008, stockholders' equity was $1,385,663.

                     About Viking Systems

Based in Westborough, Massachusetts, Viking Systems, Inc. (OTCBB:
VKNG.OB) -- http://www.vikingsystems.com/-- is a developer,
manufacturer and marketer of visualization solutions for complex
minimally invasive surgery.  The Company partners with medical
device companies and healthcare facilities to provide surgeons
with proprietary visualization systems enabling minimally invasive
surgical procedures, which reduce patient trauma and recovery
time.


VISTEON CORP: Autoliv Acquires Radar Systems Business
-----------------------------------------------------
Autoliv Inc. (NYSE: ALV) said in a statement that it has acquired
Visteon's radar system business.  This acquisition in Active
Safety Systems follows upon the Company's 2008 acquisition of the
leading automotive radar business from Tyco Electronics.

"While this acquisition is small, with less than $5 million in
sales and five highly skilled engineers, it fits very well our
own existing radar business," said the Autoliv CEO Jan Carlson.
"Our radar specialists have worked together with the Visteon team
over the past few years.  This partnership has resulted in
industry-leading Blind Spot and Rear Cross Traffic Detection
Systems that are currently in production at multiple OEM
customers."

"The acquisition not only ensures that this productive cooperation
continues, it also gives us opportunities to further strengthen
our position in Active Safety Systems."

Autoliv offers a broad range of Active Safety functions based on
high performance Radar, Night Vision and Mono/Stereo Vision
Systems.  "We have the technologies in a market that many predict
is about to take off," explained Jan Carlson.

"The Visteon transaction includes physical assets, intellectual
property, order book and engineers with expertise in radar-based
Driver Assistance and Active Safety functions.

                         About Autoliv

Autoliv Inc., the worldwide leader in automotive safety systems,
develops and manufactures automotive safety systems for all major
automotive manufacturers in the world.  Together with its joint
ventures, Autoliv has 80 facilities with approximately 38,000
employees in 29 vehicle-producing countries.  In addition, the
Company has technical centers in ten countries around the world,
with 21 test tracks, more than any other automotive safety
supplier.  Sales in 2009 amounted to US $5.1 billion.  The
Company's shares are listed on the New York Stock Exchange (NYSE:
ALV) and its Swedish Depository Receipts on the OMX Nordic
Exchange in Stockholm (ALIV sdb).

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Calsonic Kansei Settlement Approved by Court
----------------------------------------------------------
Visteon Corporation, VC Regional Assembly & Manufacturing, LLC,
and GCM Visteon Automotive Systems, LLC, obtained the Court's
authority to enter into a settlement agreement with Calsonic
Kansei North America, which resolves claims between the parties
and facilitates the transition of certain Visteon plants to a
third party.  The Settlement Agreement also resolves Calsonic
Kansei's adversary complaint it initiated against the Debtors.

Pursuant to the Settlement Agreement, (i) Calsonic Kansei will be
allowed to execute certain setoffs, (ii) the Debtors will make a
payment to Calsonic Kansei to resolve the balance of Calsonic
Kansei's claim pursuant to Section 503(b)(9), and (iii) Calsonic
Kansei  will cooperate with the Debtors regarding tooling and
other matters necessary for the Debtors to fulfill their
obligations to their customers.

Calsonic Kansei filed, on June 19, 2009, an Adversary Proceeding,
alleging that the Debtors owed it a total of $2,249,000 for
shipment of goods delivered to the Debtors prior to the Petition
Date.  Of this amount,  Calsonic Kansei claimed that $622,781 was
an administrative priority claim.  The Adversary Proceeding also
sought authority to setoff Calsonic Kansei claim against amounts
that Calsonic Kansei owed to the Debtors for parts delivered by
the Debtors to Calsonic Kansei before the Petition Date amounting
to $552,725.

The parties' Settlement Agreement contemplates these setoff and
payment:

  (a) Calsonic Kansei will execute a setoff pursuant to Section
      553 of the Bankruptcy Code in the amount of (i) $303,995
      of the Visteon Claim against the general unsecured portion
      of the Calsonic Kansei claim; and (ii) $248,730 of the
      Visteon Claim against the Section 503(b)(9) portion of the
      Calsonic Kansei Claim, in full satisfaction of the Visteon
      Claim.

  (b) The Debtors will pay the remaining $374,541 of the
      Calsonic Kansei 503(b)(9) claim.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Closing of North Penn Facility Approved
-----------------------------------------------------
Visteon Corp. and its units obtained the Court's authority to
enter into a closure agreement with the International Union United
Automobile, Aerospace and Agricultural Implement Workers of
America and Local Union 1695 in connection with the closing of
their North Penn plant located in Lansdale, Pennsylvania.

Prior to the Petition Date, the Debtors executed an aggressive
restructuring initiative to eliminate many of their non-core or
underperforming facilities, improve their engineering and
manufacturing competitiveness, and seek a sustainable and
competitive cost structure, says Mark M. Billion, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware.
Consistent with this strategy, the Debtors entered into an
accommodation agreement with Ford Motor Company to govern, among
other things, the wind-down of the North Penn Plant.  The closure
of the North Penn Plant will effectuate the accommodation
agreement approved by the Court and further the progress already
made towards transforming the Debtors' operational footprint, Mr.
Billion avers.

The terms of the Closure Agreement include (1) the termination of
the North Penn CBA, and (2) the Debtors' provision of benefit
payments to active employees:

  A. North Penn CBA Termination

     The North Penn CBA will expire upon the cessation of
     operations at the North Penn Plant on February 28, 2010,
     instead of the current expiration date of March 13, 2010.
     The North Penn CBA is that certain agreement entered into
     by Visteon Systems LLC and UAW, dated April 2, 2005, as
     amended by the North Penn Manufacturing Operations
     Extension Agreement, dated October 13, 2008.

     Under the North Penn CBA, the Debtors are obligated to
     provide unionized employees with, among other things: (a)
     one to five weeks of vacation time; (b) paid holiday time;
     (c) certain performance bonus awards; (d) cost-of-living
     adjustments; and (e) certain post-employment health care
     benefits to hourly employees represented by the UAW.

     The obligations of the Debtors under the North Penn CBA
     will cease once the agreement expires and the Debtors'
     obligations with respect to the North Penn Plant's union
     employees will be limited to those obligations specified in
     the Closure Agreement.

  B. Payment of Benefits to Active Employees

     The Closure Agreement requires the Debtors to provide
     certain severance and other benefit payments to active
     employees, none of whom are insiders, as well as health
     care coverage to active employees for a period of four
     months after the expiration of the North Penn CBA -- the
     costs for which are much less than the Debtors' current
     obligations under the North Penn CBA.

     Specifically, the Closure Agreement obligates the Debtors
     to provide:

      * a one time severance payment to all active employees;

      * a $2,000 performance bonus to all active employees for
        their efforts in effectuating the plant wind-down and
        closure;

      * payment of a health care welfare bonus of $1,000 and
        four months of health care benefits for active employees
        beyond the expiration of the North Penn CBA;

      * payment on account of all active employees' unused
        vacation allowance;

      * three months' notice of changes to post-employment
        medical benefits for those who retired under the North
        Penn CBA and current active employees that are
        retirement eligible; and

      * an agreement not to contest unemployment claims filed by
        employees resulting from the plant closure.

A full-text copy of the Closure Agreement is available for free
at http://bankrupt.com/misc/Visteon_NorthClosureAgmt.pdf

Furthermore, pursuant to the Court-approved Ford Accommodation
Agreement, Ford has agreed to reimburse the Debtors for the vast
majority of the costs under the Closure Agreement.

The Debtors assert that the Closure Agreement allows them to exit
the North Penn Plant in the most efficient manner possible;
resolves any disputed or unresolved issues under the North Penn
CBA; and provides for reduced labor costs.

The Debtors aver that the Closure Agreement will generate savings
as a result of the discontinuation of post-employment health care
benefits for retirees that were governed by the North Penn CBA
based on its accelerated expiration date.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VISTEON CORP: Wins Approval to Sell AAC JV Assets for $3.1MM
------------------------------------------------------------
Visteon Corp. and its units obtained the Court's authority to
enter into a sale agreement with JVIC Manufacturing LLC and a
member payment agreement with VIC Management LLC.

The Debtors intend to exit their interiors line of business in the
United States.  In connection with the resourcing of certain of
the Debtors' interior component production under certain
accommodation agreements, certain of the Debtors' customers have
indicated their intent to resource the production of interiors
components by Atlantic Automotive Components, LLC -- a 70/30 joint
venture between Visteon Corporation and VIC Management LLC, an
affiliate of Mayco International, LLC.

As an alternative to liquidating the Atlantic Automotive JV prior
to or in connection with the planned resourcing, the Debtors have
agreed to pursue the sale of their interest in the Atlantic
Automotive JV to JVIC Manufacturing LLC, as purchaser.  JVIC is
also an affiliate of Mayco International.

Accordingly, pursuant to a purchase and sale agreement dated
January 28, 2010, Visteon Corp., Atlantic Automotive JV and JVIS
Manufacturing intend to enter into these contemplated
transactions:

  -- JVIS Manufacturing will purchase substantially all assets
     of Atlantic Automotive JV for $3.1 million;

  -- JVIS Manufacturing will assume substantially all of the
     liabilities of Atlantic Automotive JV;

  -- To facilitate the sale transition, the Debtors will assign
     certain contracts to JVIS Manufacturing as well as provide
     certain transition services and sourcing of certain parts,
     previously sourced to Atlantic Automotive JV, to JVIS
     Manufacturing;

  -- A $50,000 payment in exchange for the Debtors' assignment
     to JVIS Manufacturing of certain purchase orders and supply
     contracts entered into by Visteon Corp. related to the
     Atlantic Automotive JV production;

  -- A release from all obligations to the Atlantic Automotive
     JV related to accounts payable for goods delivered or
     services provided prior to the Petition Date, which
     obligations are estimated to equal about $3.9 million;

  -- Reimbursement of certain transition services to be provided
     to JVIS Manufacturing upon the request of JVIS;

  -- The resourcing of certain Atlantic Automotive JV business
     to a Visteon facility in Mexico.

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

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

                  The Member Payment Agreement

The Debtors also seek to enter into a Member Payment Agreement
with VIC Management, the other member of the Atlantic Automotive
JV.  The Member Payment Agreement accomplishes the second step in
the Debtors' exit from Atlantic Automotive JV, which is the
distribution of the remainder of Atlantic Automotive assets.

The salient terms of the Member Payment Agreement are:

  -- The Debtors will receive equipment with an estimated
     liquidation value of approximately $700,000 to $900,000 and
     cash in the amount of $2.95 million in satisfaction of the
     Atlantic Automotive Loans, which total $14 million; and

  -- VIC Management would receive $150,000 in cash in
     satisfaction of certain loans to Atlantic Automotive JV.

              Assumption & Assignment Procedures

Moreover, the Debtors believe that it is necessary to establish
an orderly and fair process (i) by which cure amounts related to
the assignment of executory contracts related to the Atlantic
Automotive JV business can be established, and (ii) by which
contract counterparties can request additional information
regarding adequate assurance of future performance.  The Debtors
thus propose these Assignment Procedures:

  (a) The Debtors are to serve, by February 1, 2010, a Cure
      Notice to each of the counterparties to a Transferred
      Visteon Executory Contract, notifying each Contract
      Counterparty of the Debtors' intent to assume and assign
      the applicable Transferred Visteon Executory Contracts and
      of the aggregate Cure Amount the Debtors believe is
      necessary to be paid to that Contract Counterparty in
      connection with that assumption and assignment.

  (b) Any Contract Counterparty seeking to (i) assert a Cure
      Amount based on defaults, conditions, or pecuniary losses
      under a Transferred Visteon Executory Contract different
      from that set forth on the Applicable Cure Notice, or (ii)
      object to the potential assumption and assignment on any
      other grounds, will be required to file and serve a
      written objection.

  (c) To be considered timely, a Cure Objection must be filed
      with the Bankruptcy Court no later than February 11, 2010.

  (d) If a Contract Counterparty timely files a Cure Objection
      alleging a Cure Amount other than the amount set forth on
      the Cure Notice, the relevant Transferred Visteon
      Executory Contracts will nevertheless be assumed and
      assigned to the Purchaser on the Closing Date, the Debtors
      will pay the undisputed portion of the Cure Amount on or
      as soon as reasonably practicable after the Closing Date,
      and the disputed portion of the Cure Amount will be
      determined and paid as reasonably practicable by the
      Debtors following resolution of that disputed Cure Amount.

  (e) Unless a Cure Objection opposing the assumption and
      assignment of a Transferred Visteon Executory Contract on
      a basis other than the proposed Cure Amount is timely
      filed by the Cure Objection Deadline, the Bankruptcy Court
      will enter an order authorizing or effecting the
      assumption and assignment of the applicable Transferred
      Visteon Executory Contract at the omnibus hearing
      scheduled for February 18, 2010.

  (f) Contract Counterparties that fail to file Cure Objections
      will be deemed to have waived and released any and all
      cure obligations, and will be forever barred and estopped
      from asserting or claiming against the Debtors, the
      Purchaser, or any other assignee of the relevant
      Transferred Visteon Executory Contract that any additional
      amounts are due or defaults exist, or prohibitions or
      conditions to assignment exist or must be satisfied, under
      that Transferred Visteon Executory Contract for the period
      prior to the assumption and assignment of that Transferred
      Visteon Executory Contract.

                        About Visteon Corp.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
(NYSE: VC) -- http://www.visteon.com/-- is a global automotive
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  The company has corporate offices in
Van Buren Township, Michigan (U.S.); Shanghai, China; and Kerpen,
Germany.  It has facilities in 27 countries and employs roughly
35,500 people.  The Company has assets of $4,561,000,000 and debts
of $5,311,000,000 as of March 31, 2009.

Visteon Corporation and 30 of its affiliates filed for Chapter 11
protection on May 28, 2009, (Bank. D. Del. Case No. 09-11786
through 09-11818).  Judge Christopher S. Sontchi oversees the
Chapter 11 cases.  James H.M. Sprayregen, Esq., Marc Kieselstein,
Esq., and James J. Mazza, Jr., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, represent the Debtors in their restructuring
efforts.  Laura Davis Jones, Esq., James E. O'Neill, Esq., Timothy
P. Cairns, Esq., and Mark M. Billion, Esq., at Pachulski Stang
Ziehl & Jones LLP, in Wilmington, Delaware, serve as the Debtors'
local counsel.  The Debtors' investment banker and financial
advisor is Rothschild Inc.  The Debtors' notice, claims, and
solicitation agent is Kurtzman Carson Consultants LLC.  The
Debtors' restructuring advisor is Alvarez & Marsal North America,
LLC.

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


VULCAN ADVANCED: Organizational Meeting to Form Panel March 22
--------------------------------------------------------------
Roberta A. DeAngelis, Acting United States Trustee for Region 3,
will hold an organizational meeting on March 22, 2009, at
1:30 p.m. in the bankruptcy case of Vulcan Advanced Mobile Power
Systems, L.L.C.  The meeting will be held at J. Caleb Boggs
Federal Building, 844 King Street, Room 2112, Wilmington, DE
19801.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.

New York-based Vulcan Advanced Mobile Power Systems, L.L.C., filed
for Chapter 11 bankruptcy protection on February 12, 2010 (Bankr.
D. Delaware Case No. 10-10442).  William David Sullivan, Esq., at
Sullivan Hazeltine Allinson LLC, 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.


WASHINGTON MUTUAL: Court Approves Settlement With Media Vendors
---------------------------------------------------------------
The Bankruptcy Court approved the settlement agreement between
Washington Mutual, Inc., and its advertising agent TBWA Worldwide
Inc., doing business as TBWA\Chiat\Day, to resolve claims of
certain media vendors pursuant to an Advertising Agency Agreement
dated October 17, 2007.

The Media Vendors consist of Cox Radio Houston, Cox Radio Inc.,
The Tampa Tribune, Antelope Valley Press, BRV Inc., doing
business as Ventura County Star, Denver Newspaper LLP, California
Newspapers, Cape Publications Inc., doing business as Florida
Today, Southcoast Newspapers Inc., doing business as North County
Times, KFOG Radio San Francisco, LaFromboise Newspapers hlC doing
business as The Chronicle and The Dallas Morning News.

Under the Settlement Agreement, WaMu acknowledges that certain
payments received by TBWA from Washington Mutual Bank with
respect to WMB advertising do not represent transfers of the
Debtors' property.  WaMu also agrees not to pursue any action
against TBWA seeking disgorgement of the funds, in exchange for
TBWA's agreement to pay to the Vendors all outstanding amounts
and to assist WaMu with obtaining claim withdrawals from the
Vendors.

According to the Debtors, they did not receive objections to
Settlement Agreement.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: IRS Withdraws $2.326 Billion Claim
-----------------------------------------------------
Washington Mutual Inc., the Internal Revenue Service and the
United States of America entered into a stipulation providing for
the IRS' withdrawal, without prejudice, of Claim No. 8 for
$2,326,611,411.  The IRS' Claim No. 8 asserted amounts for WaMu's
corporate income taxes for tax years 1994 to 1995, 1998 to 2007,
and 2009.

Judge Walrath previously denied the request of the United States,
through the IRS, for a modification of the automatic stay under
Section 362(d) of the Bankruptcy Code to allow setoff of a
$55,028,000 payment to Washington Mutual, Inc., against the
Claim.

The $55 million payment was authorized by Senior Judge Loren A.
Smith of the U.S. Court of Federal Claims on December 19, 2008,
in the federal action captioned American Savings Bank, F.A., et
al. v. United States, No. 98-872 C.  The Debtors, the Official
Committee of Unsecured Creditors and the Washington Mutual, Inc.
Noteholders Group previously contended that the IRS Claim is
based on taxes that "are yet to be assessed" and therefore, holds
no merit.

Pursuant to the Stipulation, the Debtors reserve all their rights
with respect to the IRS Claim, including the right to object to
the Claim and any of its future amendments or supplements.  The
Stipulation will not constitute in any way an acceptance or
admission of the validity, in whole or in part, of the Claim.

Similarly, the IRS and the United States reserve all their rights
with respect to the IRS Claim, including the right to reduce,
amend, or supplement the Claim, and the right to respond to any
related objections.

The Debtors, the IRS, and the United States contend that they
continue to seek to resolve consensually outstanding issues
regarding the Debtors' potential liability to the IRS.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WASHINGTON MUTUAL: Marathon Says Dismissal of Claims Premature
--------------------------------------------------------------
To recall, Washington Mutual Inc. is asking the Bankruptcy Court
to expunge three claims filed by bondholders, aggregating
$5.5 billion:

  Claimant                        Claim. No.        Claim Amount
  --------                        ----------        ------------
  Marathon Credit Opportunity       3710            $1.8 billion
  Master Fund, Ltd.

  Marathon Credit Opportunity       3711            $1.8 billion
  Master Fund, Ltd.

  Washington Mutual Bank            2480            $1.9 billion
  Noteholder Group

The Bondholder Claims were essentially filed on account of:

  * corporate veil-piercing, alter ego and similar principles,
  * substantive consolidation,
  * improper claim to purported deposits,
  * undercapitalization of, or failure to support, Washington
    Mutual Bank,
  * misrepresentations and omissions,
  * conditional exchange for preferred securities,
  * tax refunds and losses,
  * mismanagement and breach of fiduciary duties,
  * goodwill litigation award, and
  * fraudulent transfer.

Objecting to each of the allegations under the Claims, the
Debtors assert that the Claims are defective because, among other
things, they fail to (i) assert any factual allegations to
support the claim that WaMu's directors and officers owed WMB and
its creditors any fiduciary duties, and (ii) allege plausible
allegations that treatment of WMB and WaMu as separate entities
would perpetrate a fraud on the Claimants.

Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware, points out that the Claims asserted by both
the WMB Noteholders and the Marathon Credit Claimants are common
to all of WMB's creditors.  Because claims that are shared by all
of WMB's creditors belong to the Receivership, the Federal
Deposit Insurance Corporation, as receiver for WMB, has
"exclusive standing" to assert claims that generalized harm to
WMB, as delegated to it under the Financial Institutions Reform
Recovery and Enforcement Act.

           Marathon Claimants & Noteholder Group React

The Marathon Credit Claimants, who filed Claim Nos. 3710 and 3711
on behalf of the holders of senior notes issued by Washington
Mutual Bank, contend that it is "premature" for the Court to
dismiss the Claims before any discovery has been completed and
while it still remains unclear whether and to what extent the
Federal Deposit Insurance Corporation, as Receiver of WMB, will
pursue the Claims to final resolution.

The Court simply does not have the information necessary to
resolve issues on whether the Claims are direct or derivative,
and whether the Marathon Claimants may have standing to pursue
those Claims if they are derivative, Laura Davis Jones, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware,
asserts, on behalf of the Marathon Claimants.

"At the very least, the [Marathon Claimants] are entitled to
discovery . . . and thereafter an evidentiary hearing, regarding
the disputed facts that the Debtors concede are at issue," Ms.
Jones insists.

"To the extent that the FDIC has asserted similar claims . . .
will not make the [Marathon Claimants'] Claims go away, will not
obviate the need to resolve the issues raised by the Claims, and
will not obviate the possibility that the Claims will need to be
paid," Ms. Jones emphasizes.

Paulson & Co. Inc. filed a joinder to the Noteholders' response.
Paulson's objection relates to Claim No. 2480, which was filed as
a consolidated claim on behalf of the Company and other similar
Noteholders.

Also representing the Marathon Claimants, Nancy L. Manzer, at
Wilmer Cutler Pickering Hale and Dorr LLP, in Washington, D.C.,
submitted to the Court a declaration of facts relating to, and in
support of, Claim Nos. 3710 and 3711.

On the other hand, the WMB Noteholders Group insists that the
Debtors' allegations regarding the Group's failure to comply with
Rule 12(b)(6) of the Federal Rules of Civil Procedure, with
respect to Claim No. 2480 "is at its best, premature."

Representing the WMB Noteholders Group, Andrew C. Kassner, Esq.,
at Drinker Biddle & Reath LLP, in Wilmington, Delaware, argues
that Claim No. 2480 "is not a complaint" and needs only to comply
with Rule 3001 of the Federal Rules of Bankruptcy Procedure and
the Official Form No. 10 through which the Claim must be filed.
Moreover, contrary to the Debtors' arguments, if a claim fails to
adequately allege facts, it merely loses presumptive validity and
the burden of proof remains on the claimant to prove its claims,
he asserts.  "The Debtors cannot seek dismiss the Claim without
first providing the Noteholders Group with an opportunity to
prove its Claim through the evidentiary process.   This attempt
of the Debtors 'to short circuit' this process should not be
condoned," Mr. Kassner says.

Mr. Kassner further explains that the measure of the Noteholders
Claim's asserted damages is based on the difference between the
price they paid for their WaMu Bank Notes and the value of those
Securities -- and not on some compensable injury to WMB itself.
"Thus, the Claim is plainly direct, not derivative."

The Debtors' false and misleading statements, Mr. Kassner
maintains, served to deceive holders of WMB securities concerning
WaMu's financial condition, internal controls, underwriting
standards, and appraisal process.  "Had the WMB Noteholders known
the truth about WaMu's 'weak financial condition' and about its
'dangerous business practices,' they would have sold, rather than
continued to hold, their WaMu Bank securities and could have
avoided portion of the damages they sustained," he tells the
Court.

                    JPMorgan Reserves Rights

JPMorgan Chase Bank, National Association, wants to clarify that
the Debtors' Objection to the Marathon Claims does not put at
issue the question of its ownership or other rights or interests
in the disputed assets involved in the Adversary Proceedings
initiated by the Debtors and JPMorgan with respect to $4 billion
in funds held by JPMorgan.

JPMorgan reminds the Court that ownership of the other Disputed
Assets within the Marathon Claims has not yet been substantively
litigated as among JPMorgan, the Debtors and the FDIC.  As a
result, JPMorgan's rights or interests with respect to any of the
Disputed Assets should not be prejudiced by Debtors' Objection,
Adam G. Landis, Esq., at Landis Rath & Cobb LLP, in Wilmington,
Delaware, asserts.

Against this backdrop, JPMorgan reserves all of its rights in
relation to the Claim Objection.  JPMorgan further reserves its
right to oppose any or all of Debtors' legal theories, including
(i) the Debtors' interpretations of any portion of the Federal
Reserve Act, or with respect to its requirements, (ii) the
obligations of WaMu or WMB under the "source of strength"
doctrine, and (iii) the scope of the Bankruptcy Court's subject
matter jurisdiction.

                     About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- is a holding company for Washington Mutual
Bank as well as numerous non-bank subsidiaries.  The Company
operates in four segments: the Retail Banking Group, which
operates a retail bank network of 2,257 stores in California,
Florida, Texas, New York, Washington, Illinois, Oregon, New
Jersey, Georgia, Arizona, Colorado, Nevada, Utah, Idaho and
Connecticut; the Card Services Group, which operates a nationwide
credit card lending business; the Commercial Group, which conducts
a multi-family and commercial real estate lending business in
selected markets, and the Home Loans Group, which engages in
nationwide single-family residential real estate lending,
servicing and capital markets activities.

Washington Mutual Bank was taken over September 25 by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  Wamu owns
100% of the equity in WMI Investment.  Weil Gotshal & Manges
represents the Debtors as counsel.  When WaMu filed for protection
from its creditors, it listed assets of $32,896,605,516 and debts
of $8,167,022,695.  WMI Investment listed assets of $500,000,000
to $1,000,000,000 with zero debts.

Bankruptcy Creditors' Service Inc. publishes Washington Mutual
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of Washington Mutual Inc. (http://bankrupt.com/newsstand/or
215/945-7000).


WAVERLY GARDENS: Unsecured Creditors to Recover 2% of Claims
------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
will consider at a hearing on March 30, 2010, at 11:00 a.m, the
approval of a disclosure statement explaining the proposed Plan of
Reorganization.  The hearing will be held at Room 630, Memphis,
Tennessee.

The Plan proponents are Waverly Gardens of Memphis, LLC, and Kirby
Oaks Integra, LLC (the Debtors,) and First Tennessee Bank National
Association.

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 the
Reorganized Debtors sufficient time to sell assets in an orderly
manner or to refinance with another lender to repay Debtors' loans
to First Tennessee, as modified in the Plan.  The Plan preserves
the Debtors' ability to operate its independent living facilities
while at the same time establishing a new, independent management
team under the leadership of the chief restructuring officer to
protect the interests of all interested parties.

The Plan provides for 3 classes of secured claims; 2 classes of
unsecured claims; and 1 class of equity security holders.  General
unsecured creditors holding allowed claims will receive payments
equal to 2% of their Allowed Claim.  The Plan also provides for
the payment of administrative and priority claims.

First Tennesssee will make a revolving loan to the Reorganized
Debtor in an amount not to exceed $500,000 to satisfy the payment
of administrative claims, other than administrative claims, and to
provide post-confirmation working capital and approved capital
expenditures.

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

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

In a separate order, the Court ordered that their disclosure
statement and plan of reorganization dated as of June 5, 2009, are
deemed withdrawn.

                       About Waverly Garden

Memphis, Tennessee-based Waverly Gardens of Memphis, LLC and Kirby
Oaks Integra, LLC -- http://www.waverlygardens.com/-- operate two
senior living facilities consisting of a total of 248 units.
Waverly Gardens consists of 196 rental units and is located at
6539 Knight Arnold Road, Memphis, Tennessee 38115.  Kirby Oaks
consists of 52 rental units and is located at 6551 Knight Arnold
Road, Memphis, Tennessee 38115.  The Debtors filed separate
petitions for Chapter 11 relief on Oct. 2, 2008 (Bankr. W.D.
Tenn. Lead Case No. 08-30218).  Michael P. Coury, Esq., and Robert
Campbell Hillyer, Esq., at Butler, Snow, O'Mara, Stevens &
Cannada, represent the Debtors as counsel.

When Waverly Gardens filed for protection from its creditors, it
listed assets of between $10 million to $50 million, and debts of
$1 million to $10 million.  When Kirby Oaks filed for protection
from its creditors, it listed between $1 million and $10 million
each in assets and debts.


WEBSTER BANK: Moody's Cuts Bank Financial Strength to C From C+
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Webster
Financial Corporation (senior debt to Baa1 from A3) and the
ratings of its lead bank subsidiary, Webster Bank, N.A. (bank
financial strength to C from C+; long- term deposits to A3 from
A2; and short-term deposits to Prime-2 from Prime-1).  This
concludes the review for possible downgrade initiated on
November 19, 2009.  Following the downgrade, the rating outlook is
stable.  Webster Financial Corporation and its subsidiaries are
referred to hereafter as 'Webster'.

The downgrade resulted from Webster's protracted weakness in
profitability and asset quality.  Webster's core profitability has
been weighed down by a lower net interest margin and higher
expenses, combined with elevated credit costs.  In Moody's view,
higher credit costs associated with the company's commercial and
industrial and real estate lending activities are likely to
persist for several periods.  Webster has made progress in
addressing core pre-provision profitability issues through a
series of strategic initiatives, including ceasing new
originations in its more problematic portfolios.  However, Moody's
does not expect these improvements to be sufficient to generate
more robust profitability.

Following the downgrade, the rating outlook is stable as a result
of Webster's capital and liquidity resources, which should enable
it to manage through the economic cycle, even if conditions
worsen.  The rating agency noted the improvement in Webster's
capital position, particularly its tangible common equity relative
to risk-weighted assets.  TCE has been strengthened by
approximately $312 million of common equity obtained through
investments from Warburg Pincus and the exchange of preferred
securities in 2009.  Liquidity at both the bank and holding
company is robust.  The balance sheet is primarily core funded.
The holding company maintains liquid assets to meet several years
of obligations without dividends from the bank.

The rating agency also commented on the implications of the
company's potential repayment of the remaining $300 million of
preferred stock outstanding under the TARP Capital Purchase
Program.  Moody's said that repayment, if not accompanied by some
common equity issuance, could reduce the ample liquidity and
capital cushions of Webster, which currently temper the likelihood
of downward rating action.  Therefore, repayment of TARP without a
capital issuance could lead to a change in Moody's stable outlook
or its ratings.

Moody's last rating action on Webster was on February 17, 2010
when its hybrid securities and shelves were downgraded as part of
the implementation of Moody's updated guidelines for rating bank
hybrid securities.

Webster Financial Corporation is a bank holding company
headquartered in Waterbury, Connecticut, with reported assets of
$17.7 billion as of December 31, 2009.

Downgrades:

Issuer: Webster Bank N.A.

  -- Bank Financial Strength Rating, Downgraded to C from C+

  -- Issuer Rating, Downgraded to A3 from A2

  -- OSO Rating, Downgraded to P-2 from P-1

  -- Deposit Rating, Downgraded to P-2 from P-1

  -- OSO Senior Unsecured OSO Rating, Downgraded to A3 from A2

  -- Subordinate Regular Bond/Debenture, Downgraded to Baa1 from
     A3

  -- Senior Unsecured Deposit Rating, Downgraded to A3 from A2

Issuer: Webster Capital Trust IV

  -- Preferred Stock Preferred Stock, Downgraded to Baa3 from Baa2

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)Baa2

Issuer: Webster Capital Trust V

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)Baa2

Issuer: Webster Capital Trust VI

  -- Preferred Stock Shelf, Downgraded to (P)Baa3 from (P)Baa2

Issuer: Webster Financial Corporation

  -- Issuer Rating, Downgraded to Baa1 from A3

  -- Multiple Seniority Shelf, Downgraded to (P)Baa1, (P)Baa2,
     (P)Baa3, (P)Baa3, (P)Ba1 from (P)A3, (P)Baa1, (P)Baa2,
     (P)Baa2, (P)Baa3

  -- Senior Unsecured Regular Bond/Debenture, Downgraded to Baa1
     from A3

Outlook Actions:

Issuer: Webster Bank N.A.

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Webster Capital Trust IV

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Webster Capital Trust V

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Webster Capital Trust VI

  -- Outlook, Changed To Stable From Rating Under Review

Issuer: Webster Financial Corporation

  -- Outlook, Changed To Stable From Rating Under Review


YRC WORLDWIDE: Receives Non-Compliance Notice from Nasdaq
---------------------------------------------------------
YRC Worldwide Inc. was notified by The Nasdaq Stock Market on
March 3, 2010 that it is not in compliance with Nasdaq Marketplace
Rule 5450(a)(1) because shares of its common stock closed at a per
share bid price of less than $1.00 for 30 consecutive business
days.  In accordance with Nasdaq Marketplace Rule, the company has
until August 30, 2010, to regain compliance.  This notification
has no effect on the listing of the company's common stock at this
time.

To regain compliance with the Nasdaq Marketplace Rules, the
closing bid price of YRC Worldwide common stock must close at or
above $1.00 per share for ten consecutive business days.

                        About YRC Worldwide

YRC Worldwide Inc., a Fortune 500 company headquartered in
Overland Park, Kan., -- http://yrcw.com/-- is one of the largest
transportation service providers in the world and the holding
company for a portfolio of successful brands including YRC, YRC
Reimer, YRC Glen Moore, YRC Logistics, New Penn, Holland and
Reddaway.  YRC Worldwide has the largest, most comprehensive
network in North America with local, regional, national and
international capabilities.  Through its team of experienced
service professionals, YRC Worldwide offers industry-leading
expertise in heavyweight shipments and flexible supply chain
solutions, ensuring customers can ship industrial, commercial and
retail goods with confidence.

At September 30, 2009, the Company had $3.281 billion in total
assets against total current liabilities of $1.687 billion, long-
term debt, less current portion of $892.0 million, deferred
income taxes, net of $131.4 million, pension and post retirement
of $384.9 million, and claims and other liabilities of
$410.2 million, resulting in shareholders' deficit of
$225.5 million.

According to the Troubled Company Reporter on Feb. 26, 2010, Fitch
Ratings has assigned a rating of 'C/RR6' to YRC Worldwide's
new 6% senior unsecured convertible notes due 2014.  The first
tranche of new notes, totaling $49.8 million, was issued on
Feb. 23, 2010.  Proceeds from this tranche will be used to repay
the $45 million in remaining outstanding principal on YRC Regional
Transportation Inc.'s 8.5% senior secured notes (known as the USF
notes).


ZAYAT STABLE: Has Access to Fifth Third Cash Collateral Until May
-----------------------------------------------------------------
The Hon. Donald H. Steckroth of the U.S. Bankruptcy Court in New
York authorized Zayat Stable to use cash collateral of Fifth Third
Bank in accordance until May 1, 2010.

Fifth Third is owed $34 million on a secured loan.

The use of cash is subject to a budget. Ron Mitchell at
BloodHorse.com says the cash collateral will not be used to pay
three premium payments totaling $214,553 for mortality insurance
on the Company's inventory of horses.

According to Bloomberg's Bill Rochelle, the agreement for the cash
collateral use provides for a structure for selling two-year-old
horses and others in claiming races.  Proceeds would be held in an
escrow account.

The agreement, according to the Bloomberg report, also requires
the stables to file a Chapter 11 plan by April 16.  The bank is
required to accept or make a counter-offer by March 12 to a plan
term sheet submitted by the Debtor March 9..

If the parties cannot agree on continued use of cash beyond May 8,
the judge will hold another hearing May 4.

According to the Company, the use of cash collateral is necessary
for the racing entity to maintain and preserve the assets and
continue operations of its business including payroll and payroll
taxes, payments to trainers and boarders of the company's horses,
and insurance expenses.

                        About Zayat Stables

Hackensack, New Jersey-based Zayat Stables owns of 203
thoroughbred horses.  The horses, which are collateral for the
bank loan, are worth $37 million, according an appraisal mentioned
in a court paper.  Ahmed Zayat said in a court filing that he
personally invested $40 million in the business.

The Company filed for Chapter 11 bankruptcy protection on
February 3, 2010 (Bankr. D. N.J. Case No. 10-13130).  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


ZAYAT STABLES: Cleared by Calif. Board for Deals with Bookers
-------------------------------------------------------------
Ron Mitchell at BloodHorse.com reports that the California Horse
Racing Board looked into the relationship between Ahmed Zayat
owner of Zayat Stables and bookmakers Jeffrey and Michael
Jelinsky, and determined there is nothing to indicate that Ahmed
Zayat owner of Zayat Stable has violated terms of his license in
the state.

The Company had said that Messrs. Jelinsky owed Mr. Zayat more
than $605,000.  Mr. Zayat said the Jelinsky brothers owed him for
loans he made to them in 2006 and 2007.  Messrs. Jelinsky are
serving prison sentences of 15 months and 21 months, respectively,
after pleading guilty to illegal bookmaking in 2009.

                        About Zayat Stables

Hackensack, New Jersey-based Zayat Stables owns of 203
thoroughbred horses.  The horses, which are collateral for the
bank loan, are worth $37 million, according an appraisal mentioned
in a court paper.  Ahmed Zayat said in a court filing that he
personally invested $40 million in the business.

The Company filed for Chapter 11 bankruptcy protection on
February 3, 2010 (Bankr. D. N.J. Case No. 10-13130).  The Company
listed $10,000,001 to $50,000,000 in assets and $10,000,001 to
$50,000,000 in liabilities.


* Senate Close to Deal on $50BB Fund to Wind Down Failed Firms
--------------------------------------------------------------
Bloomberg News reports that the Senate is closing in on a deal to
create a $50 billion trust fund that will be used to wind down
failing institutions.  Citing a Senate aide and two people
familiar with the talks, Bloomberg reported that Senator Mark
Warner, a Virginia Democrat, and Senator Bob Corker, a Tennessee
Republican, are near agreement to create a mechanism that will
dissolve companies in an orderly way without using taxpayer funds.
The fund will be funded from fees on large U.S. financial firms
that likely will include Goldman Sachs Group Inc. and Citigroup
Inc., Bloomberg said.


* FDIC Plans to Sell $1.37-Bil. of Guaranteed Debt This Week
------------------------------------------------------------
Jody Shenn at Bloomberg News, citing unidentified people, reports
that the Federal Deposit Insurance Corp. is planning to sell $1.37
billion of notes it is guaranteeing.  According to the report, the
debt may be sold as soon as this week.  The zero coupon notes have
a weighted average projected life of 1.62 years to 3.62 years, the
person familiar with the offering said.

The FDIC has been planning to sell bonds backed by its interest in
Corus Bank assets with zero coupons, Bloomberg said.


* FDIC Seeks Upfront Bank Levy to Cover Costs of Failure
--------------------------------------------------------
The Financial Times reported that Sheila Bair, the chairman of the
U.S. Federal Deposit Insurance Corp., wants an upfront levy on big
financial institutions to cover the costs of possible failures.
Ms. Bair told FT she still advocates a pre-funded "resolution
authority" for such cases.  According to the newspaper, the FDIC
chair envisages an aggregate levy of about $10 billion a year, in
addition to the $90 billion tax already announced by President
Barack Obama.

A total of 45 banks with combined assets of $65.0 billion failed
during the fourth quarter of 2009, at an estimated cost of
$10.2 billion to the FDIC.  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.

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 Deposit Insurance Fund 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.


* Banks Face Greater Demand to Repurchase Defective Loans
---------------------------------------------------------
Lenders such as Bank of America Corp., JPMorgan Chase & Co., Wells
Fargo & Co. and Citigroup Inc. will brave stiff headwinds this
year as they face demands to buy back defectively underwritten
mortgages, according to ABI.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Mar. 4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - Florida
        Hyatt Regency Tampa, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 4-6, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     SUCL/Alexander L. Paskay Seminar on
     Bankruptcy Law and Practice
        Hyatt Regency Tampa, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - West
        Hyatt Regency Century Plaza, Los Angeles, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 5, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Bankruptcy Battleground West
        Hyatt Regency Century Plaza, Los Angeles, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 13-15, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Conrad Duberstein Moot Court Competition
        Duberstein U.S. Courthouse, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 18-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Byrne Judicial Clerkship Institute
        Pepperdine University School of Law, Malibu, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 20-22, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     Sheraton New York Hotel and Towers, New York City
        Contact: http://www.turnaround.org/

Apr. 29, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - East
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 29-May 2, 2010
  THE COMMERICAL LAW LEAGUE OF AMERICA
     Midwestern Meeting & National Convention
        Westin Michigan Avenue, Chicago, Ill.
           Contact: 1-312-781-2000 or http://www.clla.org/

May 21, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Nuts and Bolts - NYC
        Alexander Hamilton Custom House, SDNY, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 24, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     New York City Bankruptcy Conference
        New York Marriott Marquis, New York, NY
           Contact: 1-703-739-0800; http://www.abiworld.org/

May 11-14, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Litigation Skills Symposium
        Tulane University, New Orleans, La.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 17-20, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 7-10, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Ocean Edge Resort, Brewster, Massachusetts
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Conference
        The Ritz-Carlton Amelia Island, Amelia, Fla.
           Contact: http://www.abiworld.org/

Aug. 3, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Atlanta Consumer Bankruptcy Skills Training
        Georgia State Bar Building, Atlanta, Ga.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 5-7, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 11-14, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Hawai.i Bankruptcy Workshop
        The Fairmont Orchid, Big Island, Hawaii
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 14, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/NYIC Golf and Tennis Fundraiser
        Maplewood Golf Club, Maplewood, N.J.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 20, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     Complex Financial Restructuring Program
        Fordham Law School, New York, N.Y.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Sept. 23-25, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Southwest Bankruptcy Conference
        Four Seasons Las Vegas, Las Vegas, Nev.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 1, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     ABI/UMKC Midwestern Bankruptcy Institute
        Kansas City Marriott Downtown, Kansas City, Kan.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 6-8, 2010
  TURNAROUND MANAGEMENT ASSOCIATION
     TMA Annual Convention
        JW Marriott Grande Lakes, Orlando, Florida
           Contact: http://www.turnaround.org/

Oct. 11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Chicago Consumer Bankruptcy Conference
        Standard Club, Chicago, Ill.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 15, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Hilton New Orleans Riverside, New Orleans, La.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 29, 2010 (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     International Insolvency Symposium
        The Savoy, London, England
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. __, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Delaware Views from the Bench and Bankruptcy Bar
        Hotel du Pont, Wilmington, Del.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Detroit Consumer Bankruptcy Conference
        Hyatt Regency Dearborn, Dearborn, Mich.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 9-11, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        Camelback Inn, a JW Marriott Resort & Spa,
        Scottsdale, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2-4, 2010
  AMERICAN BANKRUPTCY INSTITUTE
     22nd Annual Winter Leadership Conference
        Camelback Inn, Scottsdale, Arizona
           Contact: 1-703-739-0800; http://www.abiworld.org/

Jan. 20-21, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Rocky Mountain Bankruptcy Conference
        Westin Tabor Center, Denver, Colo.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Mar. 31-Apr. 3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Central States Bankruptcy Workshop
        Grand Traverse Resort and Spa, Traverse City, Mich.
              Contact: http://www.abiworld.org/

July 21-24, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     Northeast Bankruptcy Conference
        Hyatt Regency Newport, Newport, R.I.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011  (tentative)
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hotel Hershey, Hershey, Pa.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     NCBJ/ABI Educational Program
        Tampa Convention Center, Tampa, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
  TURNAROUND MANAGEMENT ASSOCIATION
     Hilton San Diego Bayfront, San Diego, CA
        Contact: http://www.turnaround.org/

Dec. 1-3, 2011
  AMERICAN BANKRUPTCY INSTITUTE
     23rd Annual Winter Leadership Conference
        La Quinta Resort & Spa, La Quinta, Calif.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Apr. 19-22, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Annual Spring Meeting
        Gaylord National Resort & Convention Center,
        National Harbor, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Southeast Bankruptcy Workshop
        The Ritz-Carlton Amelia Island, Amelia Island, Fla.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Mid-Atlantic Bankruptcy Workshop
        Hyatt Regency Chesapeake Bay, Cambridge, Md.
           Contact: 1-703-739-0800; http://www.abiworld.org/

Nov. 29 - Dec. 2, 2012
  AMERICAN BANKRUPTCY INSTITUTE
     Winter Leadership Conference
        JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
           Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.

Last Updated: February 21, 2010



                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Howard
C. Tolentino, Joseph Medel C. Martirez, Denise Marie Varquez,
Philline Reluya, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2010.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

                  *** End of Transmission ***